CORRECTION: An additional proposal from the Board regarding changes in the
Articles of Associations has been received, and is included in the agenda below
as item
7 a).
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The 2008 Annual General Meeting of P/F Atlantic Airways will be held at Hotel
Føroyar, Oyggjarvegur 45 in Tórshavn on Thursday 3th of April at 5:30 p.m.
Agenda
1. The General Meeting chooses a chairman on proposal from the Board of
Directors
2. The Board of Directors report of the company's activities in the past year
3. Submission of audited annual accounts for adoption and annual report
4. Decision on distribution of profit in accordance with the adopted annual
accounts
The Board of Directors recommends the payment of dividends for the total
amount of DKK 6 millions, equivalent to DKK 5,797101 for each share of DKK
100.
5. Election of members to the Board of Directors
According to the Articles of Association, Article 15, the General Meeting
appoints 3 Board members, that are members of the Board until the next
Annual General Meeting.
On this occation the main shareholder, Føroya Landsstýri, has decided to give
the private shareholders opportunity to appoints one of the three Board
members.
6. Election of Auditor
The Board of Directors proposes reelection of the auditors, Rasmussen & Weihe
statsaut.rev. P/F, á Glaðsheyggi, 100 Tórshavn.
7. Proposals for amendment of the Articles of Association
a) Proposal that a new Article 3A shall be included in the Articles of
Association with the following wording: "The Board of Directors is in the
period from 1st of May 2008 until 31st of October 2009 authorised to buy own
shares. The company can buy own shares up to a maximum nominal value of DKK
4.000.000 at the rate of minimum 100 DKK and maximum 300 DKK."
b)Proposal from the Board of Directors that a new Article 10, paragraph 1,
shall be included in the Articles of Association with the following wording:
Shareholders, who according to the share register, with a registered share can
prove that they are a shareholder, are entitled to attend and vote at the
General Meeting, if they have requested an admission card no later than 5
(five) days before the General Meeting.
8. Adoption of general guidelines for incentive pay for Board of Directors and
Management In accordance with Article 69 b in the Companies Act, the Board
of Directors shall stipulate general guidelines regarding incentive pay for
Board of Directors and Management and that these guidelines be treated and
adopted at the General Meeting before the Board of Directors are authorised
to make a specific agreement regarding incentive pay with a member of the
Board of Directors or the Management. The guidelines are available at the
company Head Office or by request.
In this connection the Board of Directors proposes that a new Article 15,
paragraph 3, shall be included in the Articles of Association with the
following wording:
“General guidelines regarding incentive pay for Board of Directors and
Management have been stipulated. These guidelines will be published on the
company' website.”
9. Other
The General Meeting
At the latest 8 days before the general meeting the agenda and all proposals
for the general meeting will be available to the shareholders for inspection at
the company Head Office.
Shareholders, who according to the share register, with a registered share can
prove that they are a shareholder, have admission to the general meeting. A
shareholder can give another person written authority to attend the general
meeting and vote by
proxy.
Shareholders have one vote for every DKK 100, which they hold in share capital.
In order to give voting rights the shares must be registered in the company's
share register before the general meeting is held.
At the general meeting all issues are decided by a simple majority of votes,
unless stipulated differently in the Faroese Companies Act in effect at the
time.
Any resolution to amend the Articles of Association shall be adopted by 2/3 of
the votes cast and of the voting share capital represented at the general
meeting.
Distribution of dividends
Dividends are distributed to shareholders, who are registered in the company's
register of shareholders at the record date which will be the 8th of April.
Trading in shares without dividend rights will commence on 4th of April. The
dividend shall be, in accordance to relevant rules and custom, transferred on
Friday 11th of April to the profit account in a financial institution
registered in Værdipapircentralen A/S, as an account payable to with releasing
effect.
For further information contact Magni Arge, CEO, tel +298 213700 -
magni@atlantic.fo or
Marius Davidsen, CFO, +298 213703 - marius@atlantic.fo.
