An Extraordinary General Meeting of Atlantic Airways P/f, Faroe Islands, is hereby called to be held on Monday 31 March 2014 at 16:30 (local time) at 62N Airport Hotel, Djúpheiðar 2, 380 Sørvágur, Faroe Islands.
Agenda
- The Extraordinary General Meeting chooses a Chairman on proposal from the Board of Directors.
- A proposal from the Board of Directors that the company shall be authorized to purchase own shares from the shareholders of the company, apart from shares owned by the Ministry of Trade and Industry, with whom the company is acting in concert, at a rate of DKK 210 per share, or ISK 4,403.28, per share, which at the same time is the maximum and minimum payment, for which the company may purchase own shares. The authorization to purchase own shares shall be valid for a maximum of one year from 31 March 2014 and the authorization shall therefore expire on 31 March 2015. The Board of Directors may as a minimum purchase 24 % of the entire share capital of the company and may as a maximum purchase 31.93 % of the entire share capital of the company.
On 10 February 2014, Atlantic Airways P/f (Atlantic Airways) announced that the company will present a voluntary offer to the shareholders of the company, apart from the Ministry of Trade and Industry, which owns 67 % of the share capital of the company, on the purchase of the shares of the shareholders for DKK 210, or ISK 4,403.28, per share of a nominal value of DKK 100 each.
The offer from the company will be presented in an offer document, which will be send to the shareholders of the company.
The offer document will also be available at the company’s offices: Atlantic Airways P/f, Vágar Airport, FO-380 Sørvágur, Faroe Islands. Further, the offer document will be available on the website of Atlantic Airways, www.atlantic.fo.
It is a precondition for the offer that private shareholders owning at least 24 % of the entire share capital of the company accept the voluntary offer to purchase their shares.
The conditions for the offer appear from the offer document.
It is a precondition for the offer to purchase the shares that the proposal from the Board of Directors to purchase own shares is adopted by the Extraordinary General Meeting of the company, so that at least 2/3 of the shareholders of the company accept the offer at the Extraordinary General Meeting. The offer to the shareholders of the company is presented in concert with the Ministry of Trade and Industry which owns 2/3 of the entire share capital of the company.
Order of admission cards and voting ballots
Admission cards and voting ballots can be ordered either by sending an e-mail to ir@atlantic.fo or by calling the Head Office on (+298) 341030. The deadline for ordering of admission cards and voting ballots is before the end of Thursday 27 March 2014.
If you cannot participate in the Extraordinary General Meeting you can give a proxy in writing to a third person to represent you at the meeting. Proxy-forms to be used for this purpose are available on the homepage of the company, www.atlantic.fo, and at the Head Office. Proxies must be submitted to the company no later than the end of Thursday 27 March 2014. The proxies can be send via e-mail to ir@atlantic.fo.
When ordering admission card and voting ballots, shareholders must prove their shareholding. Admission cards and voting ballots are supplied on presentation of a transcript from VP Securities A/S or the account-holding institution (custodian institution), not older than 4 days, as documentation of the shareholding to shareholders holding shares not registered by name.
Together with the transcript a confirmation must be given in writing, stating that the shares have not and will not be transferred to others before the Extraordinary General Meeting will be held.
Share capital, voting rights and the Extraordinary General Meeting
The share capital of the company is DKK 103,500,000 divided into 1,035,000 shares of DKK 100 and multiples hereof. The company has 11,111 own shares with no voting rights (currently owned by the company as treasury shares). No shares have special rights. The shares shall be made out to a named holder and are freely negotiable. The shareholders are not obliged to redeem their shares.
At the latest 3 weeks prior to the Extraordinary General Meeting the agenda and all documents on which the proposal is based, will be available to the shareholders for inspection at the company’s Head Office at Vágar Airport, 380 Sørvágur, Faroe Islands.
Shareholders who according to the share register can prove with a registered share that they are a shareholder, have admission to and voting rights at the Extraordinary General Meeting if the shareholder has requested admission tickets at the latest 4 days before the Extraordinary General Meeting.
Shareholders have the opportunity to vote on items on the agenda by letter, i.e. vote in writing before the Extraordinary General Meeting. The voting slip must clearly indicate what the shareholder votes for, and the voting slip must be received by the company no later than the end of Thursday 27 March 2014 in a sealed envelope. The Chairman of the Extraordinary General Meeting decides whether the vote on the voting slip is sufficiently clear.
A shareholder can give another person written authority to attend the general meeting and vote by proxy. A written authority to vote by proxy cannot be given for a period longer than 12 months. A proxy to the Board of Directors can only be given for a specific Extraordinary General Meeting with a beforehand known agenda.
In addition, the press and representatives from the NASDAQ OMX Iceland and NASDAQ OMX Copenhagen have admission to the Extraordinary General Meeting.
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 Extraordinary General Meeting is held.
At the Extraordinary 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 Extraordinary General Meeting.
The language to be used at the Extraordinary General Meeting will be Faroese, but there will be translation to English. The language of the documents to be used at the Extraordinary General Meeting will be Faroese and English.
Atlantic Airways P/f
Board of Directors