Correction:
"Henrik Gürtler holds a MSc in chemical Engineering from the Danish Technical
University 1976 and has since 2000 been CEO of Novo A/S. Henrik Gürtler was
employed in Novo Industri A/S as an R&D chemist in the Enzymes Division in 1977.
After a number of years in various specialist and managerial positions within
the area, Henrik Gürtler in 1991 was appointed corporate vice president of Human
Resource Development in Novo Nordisk A/S and in 1993 corporate vice president of
Health Care Production. In 1996, he became member of corporate management of
Novo Nordisk A/S with special responsibility for Corporate Staff. Henrik
Gürtler is chairman of the Board of Directors of Novozymes A/S, member of the
Boards of Directors of Novo Nordisk A/S, and deputy chairman of the Board of
Directors of COWI A/S. Member of the Board of Directors at Copenhagen Airports
A/S since 2002 and Chairman since 2004."
________________________________________________________________________________
COPENHAGEN AIRPORTS A/S - notice (shareholders)
Notice of the annual general meeting
Notice is hereby given that the Annual General Meeting will be held on
Thursday, 27 March 2008 at 3:00 p.m.
at the
Vilhelm Lauritzen Terminal, Vilhelm Lauritzen Allé 1, DK-2770 Kastrup
In accordance with Article 8.2 of the Articles of Association, the agenda of the
meeting includes the following:
1. To receive the Supervisory Board's report on the activities of the Company
during the past year.
2. To receive a presentation of the audited Annual Report for approval.
3. To pass a resolution for ratification of the acts of the Supervisory Board
and the Executive Board.
4. To pass a resolution for the appropriation of the profit according to the
adopted Annual Report.
5. To appoint members of the Supervisory Board, including the Chairman and
Deputy Chairman.
6. To appoint an auditor.
7. To consider any proposals from the Supervisory Board or the shareholders.
8. Any other business
Complete proposals:
Re agenda item 1:
The Supervisory Board proposes that the General Meeting passes a resolution to
accept the report.
Re agenda item 2:
The Supervisory Board proposes that the annual report be approved.
Re agenda item 3:
The Supervisory Board proposes that General Meeting passes a resolution for
ratification of the acts of the Supervisory Board and the Executive Board.
Re agenda item 4:
The Supervisory Board proposes that the amount available for distribution
pursuant to the 2007 annual financial statements be applied as follows:
--------------------------------------------------------------------------------
| Profit allocation 2007 (DKK million): | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Profit for the year after tax | 1,106.3 |
--------------------------------------------------------------------------------
| Brought forward from previous years | 137.6 |
--------------------------------------------------------------------------------
| Transferred to net revaluation reserves according to the | (131.4)4) |
| equity method | |
--------------------------------------------------------------------------------
| Total amount available for distribution | 1,112.5 |
--------------------------------------------------------------------------------
| Dividend adopted on 6 August 2007 (equivalent to DKK 25.5 per | 200.0 |
| share) | |
--------------------------------------------------------------------------------
| Total amount available for distribution | 912.5 |
--------------------------------------------------------------------------------
| Dividend 100.0% (equivalent to DKK 116.3 per share) | 912.5 |
--------------------------------------------------------------------------------
| Total amount carried forward to retained earnings | 0.0 |
--------------------------------------------------------------------------------
Re agenda item 5:
Pursuant to Article 11.2, all members of the Supervisory Board appointed by the
General Meeting are up for election.
Senior Advisor of Macquarie Airports Philippe Hamon has notified the Company
that he does not accept re-nomination.
The Supervisory Board proposes re-election of the following members elected by
the shareholders:
Henrik Gürtler
Max Moore-Wilton
Kerrie Mather
John Stent and
Andrew Cowley
and election of the following new member: Luke Kameron
The Supervisory Board proposes that Henrik Gürtler be re-elected as Chairman and
that Max Moore-Wilton be elected Deputy Chairman.
The proposed candidates for the Supervisory Board have the following
backgrounds:
Henrik Gürtler holds a MSc in chemical Engineering from the Danish Technical
University 1976 and has since 2000 been CEO of Novo A/S. Henrik Gürtler was
employed in Novo Industri A/S as an R&D chemist in the Enzymes Division in 1977.
After a number of years in various specialist and managerial positions within
the area, Henrik Gürtler in 1991 was appointed corporate vice president of Human
Resource Development in Novo Nordisk A/S and in 1993 corporate vice president of
Health Care Production. In 1996, he became member of corporate management of
Novo Nordisk A/S with special responsibility for Corporate Staff. Henrik
Gürtler is chairman of the Board of Directors of Novozymes A/S, member of the
Boards of Directors of Novo Nordisk A/S, and deputy chairman of the Board of
Directors of COWI A/S. Member of the Board of Directors at Copenhagen Airports
A/S since 2002 and Chairman since 2004.
Max Moore-Wilton has been the Chairman of Macquarie Airports (MAp) since 2006.
Max Moore-Wilton is also the Chairman of Sydney Airport Corporation Limited and
President of the Airport Council International (ACI), Region Asia Pacific. Prior
to April 2006, Max Moore-Wilton was Executive Chairman and CEO of Sydney Airport
Corporation Limited. Max Moore-Wilton was Executive Chairman and CEO of Sydney
Airport during a time of significant aviation expansion, where services were
planned and implemented to meet future aviation and traffic needs at the
airport. In 1996, Moore-Wilton was Head of the Australian Department of the
Prime Minister and Cabinet, where he oversaw fundamental reform of Australian
Public Service, giving him extensive knowledge of the public sector. He was
appointed a Companion in the general Division of the Order of Australia in 2001.
Moore-Wilton has held a number of positions as either Chairman or Board member
of major Australian or state government business enterprise and has extensive
experience in the transport sector. Max Moore-Wilton was born in January 1943
and resides in Sydney, Australia. He is an Australian citizen. Moore-Wilton has
been Deputy Chairman of the Supervisory Board of Copenhagen Airports A/S since
March 2007.
Kerrie Mather has been the Chief Executive Officer of Macquarie Airports since
it listed on the Australian Stock Exchange with a market capitalisation of A$1
billion in April 2002. Today, Macquarie Airports is a top 50 company in
Australia with a market capitalisation of over A$7 billion. Macquarie Airports
is now one of the world's largest strategic airport investors with significant
interests in the following airports: Sydney, Brussels, Copenhagen, Bristol,
Newcastle and JAT. Under Kerrie's leadership, the Macquarie Airports team of
airport and investment banking specialists engage in all aspects of the airport
businesses, seeking to expand the airport businesses and improve service quality
and operational performance of each airport. Kerrie is a Director of Sydney
Airport, Brussels Airport and Copenhagen Airports. Prior to establishing
Macquarie Airports, Kerrie had 16 years corporate advisory experience primarily
on acquisition, business and financial advisory roles with a particular focus on
the airports sector. Kerrie Mather was born in 1960 and resides in Sydney,
Australia. She is an Australian citizen. Mather has been a member of the
Supervisory Board of Copenhagen Airports A/S since January 2006.
John Stent worked for BAA for 15 years prior to joining Macquarie Bank in 2003.
At BAA John Stent held a number of airport operational roles including CEO of
the Terminal 5 project at Heathrow Airport, CEO of Stansted Airport and Finance
Director at Heathrow Airport. John Stent is a Director of Brussels and Newcastle
Airports as well as Macquarie Airports Copenhagen Holdings ApS and Macquarie
Airports Copenhagen ApS. John Stent is a British citizen. He was born in 1955
and he resides in London. Member of the Supervisory Board of Copenhagen Airports
A/S since January 2006.
Andrew Cowley was appointed Deputy Chief Executive Officer of Macquarie Airports
in October 2006. He is also a director of Brussels Airport. Prior to joining
Macquarie, Cowley managed the private equity business based in London for
Allianz AG. Before joining Allianz in 2001, Cowley was chairman of Dresdner
Bank's business in Russia. Earlier in his career he also worked for The
Economist in New York, Hong Kong and Moscow. Cowley was born in 1963 and resides
in London, England. He is a British citizen. Cowley has been a member of the
Supervisory Board of Copenhagen Airports A/S since March 2007.
Luke Kameron has worked for Macquarie Airports since 2002, and during this time
has worked with Sydney, Brussels, Copenhagen, Rome and Bristol airports. Prior
to joining Macquarie Airports, he had 6 years' experience in investment banking
working on acquisitions, project and financial advisory, and valuations, for a
range of clients in the transport industry and in regulated infrastructure. He
holds a BCom (Hons) from The University of New South Wales 1995. Luke Kameron is
an Australian citizen. He was born in 1973 and resides in London, England.
Re agenda item 6:
The Supervisory Board proposes re-appointment of PricewaterhouseCoopers,
statsautoriseret revisionsaktieselskab.
Re agenda item 7:
- To define the general guidelines for incentive pay for the members of the
Executive Board and adopt a new provision to be inserted in Article 13.3 of the
Articles of Association.
With effect from 1 July 2007, section 69 b of the Danish Public Companies Act
provides that the supervisory board of a listed company must have defined
general guidelines for incentive pay for the members of the supervisory board
and executive board before the company enters into any specific agreements in
this respect. The guidelines must be considered and adopted by the company's
shareholders. The new rules comprise only guidelines concerning the supervisory
board and executive board. For other executives or key employees, incentive
programmes will normally stay within the said guidelines. However, there may be
deviations motivated by the need for competitive incentive programmes in line
with local practice. The members of the Supervisory Board of Copenhagen Airports
A/S do not receive incentive pay. The Supervisory Board has proposed a set of
guidelines for incentive pay for the Executive Board (see annex).
If the shareholders adopt the guidelines, the following provision will be
included in the Company's Articles of Association:
“Guidelines have been adopted for incentive pay for the members of the Executive
Management. See section 69 b (2) of the Danish Public Companies Act. The
guidelines are available on the corporate website.”
Although the adoption of item 7 on the agenda will result in an amendment of the
Articles of Association, it does not require separate adoption, cf. section 69b
of the Danish Public Companies Act.
The agenda of the Annual General Meeting, the complete proposals and the audited
Annual Report, including the consolidated financial statements for 2007 will be
available for inspection by shareholders on or before 18 March 2008 at the
Company's office at Lufthavnsboulevarden 6, DK-2770 Kastrup on all weekdays from
10 a.m. to 2 p.m.
Any shareholder is entitled to attend the Annual General Meeting upon
presentation of an admission card issued by the Company. Admission cards and
voting papers are issued to shareholders against presentation of a custody
account statement, which shall not be more than five days old, from the VP
Securities Services (Værdipapircentralen A/S) or an account-holding bank
together with a written declaration from the shareholder to the effect that the
shares have not been or will not be transferred to a third party prior to the
Annual General Meeting. Admission cards may be obtained and proxies may be
nominated online at www.cph.dk via the shareholder portal quoting your custody
account number and password or by returning the registration/proxy form in the
enclosed envelope. Furthermore, admission cards may be obtained from Aktiebog
Danmark A/S, Kongevejen 118, 2840 Holte on fax +45 4546 0998 during the period
from 13 March 2008 to 25 March 2008, inclusive or in the same period on all
weekdays (except Saturdays) between 9:00 a.m. and 3:00 p.m. from the office of
the Company, tel. +45 3231 2809, Lufthavnsboulevarden 6, 2770 Kastrup.
In order to vote at the General Meeting, a shareholder must have obtained an
admission card in due time and have had the share forming the basis for the
voting right recorded in the Register of Shareholders, or the shareholder must
have given notice of and documented his acquisition to the Company. For shares
which have been acquired by transfer, the voting right is, moreover, conditional
on the shareholder having had the shares recorded in the Register of
Shareholders or having given notice of and documented his acquisition not later
than the day before the notice convening the General Meeting is published in the
Danish Official Gazette and in a national newspaper. See Article 9.2.
If you are unable to attend the General Meeting, the Company's Supervisory Board
would be grateful for receiving a proxy to vote in respect of your shares. If
you agree to do so, please fill in, sign and return the attached proxy form, so
that it is received by Aktiebog Danmark A/S, Kongevejen 118, 2840 Holte by 25
March 2008 at 3.00 p.m. Proxies may also be nominated online at www.cph.com
quoting your custody account no. and password by 25 March 2008.
The Company's share capital is DKK 784,807,000. Each share amount of DKK 100
carries one vote as provided in article 9.1.
Dividends approved by the Annual General Meeting will be paid out through the VP
Securities Services (Værdipapircentralen) less any coupon tax.
Kastrup, 11 March 2008
Supervisory Board
Copenhagen Airports A/S
Appendix to agenda item 7
General guidelines pursuant to section 69 b of the Danish Public Companies Act
on incentive plans for members of the Executive Board of Copenhagen Airports A/S
1. Introduction
Pursuant to section 69 b of the Danish Public Companies Act, the supervisory
board of a listed company is required to define general guidelines for the
company's incentive pay for the supervisory board and executive board before
entering into a specific agreement on incentive pay with any member of the
company's supervisory board or executive board. The guidelines must be
considered and adopted by the company's shareholders. These guidelines
consequently include the general guidelines on incentive plans for the Executive
Board of Copenhagen Airports A/S. “Executive Board” means any member(s) of the
Executive Board registered as such with the Danish Commerce and Companies
Agency.
2. General principles
To create coincidence of interests between the Executive Board of Copenhagen
Airports and the Company's shareholders and to consider both short-term and
long-term targets in order to attract and retain key persons in the Company, the
Supervisory Board of Copenhagen Airports finds it expedient to set up incentive
plans for the members of the Executive Board of Copenhagen Airports. Such
incentive plans may consist of variable pay in the form of non-share-based bonus
agreements. If Copenhagen Airports wants to enter into specific agreements on
incentive plans with members of the Executive Board, such specific agreements
must be subject to these guidelines.
3. Bonus agreements
Payment of bonus depends on whether the conditions and benchmarks defined in the
agreement have been fully or partly met. Such benchmarks may relate to the
personal performance of the executive concerned, to the financial performance of
Copenhagen Airports, to the financial performance of one or more of Copenhagen
Airports' business units or to the occurrence of a specific event.
The current bonus agreements may be divided into short-term and long-term bonus
agreements.
Long-term bonus agreements may have a term of at least three years. The value of
the long-term bonus agreements may total up to 150% of the executive's fixed
annual salary if all of the defined benchmarks are met. At the discretion of the
HR Committee and in extraordinary circumstances, the value of long-term bonus
may be increased to 210% of the fixed annual salary.
Short-term bonus agreements have a term of up to one year. The benchmarks for
the short-term bonus agreements are defined by Copenhagen Airports' HR
Committee. The value of the short-term bonus agreements may total up to 50% of
the executive's fixed annual salary. At the discretion of the HR Committee and
in extraordinary circumstances, the value of short-term bonus may be increased
to 75% of the fixed annual salary.
4. Changes, extension or phase-out of incentive plans
The Supervisory Board may change, extend or phase out one or more incentive
plans introduced pursuant to these guidelines. In the evaluation of whether this
should be done, the criteria that formed the basis of the establishment of the
programme will be taken into account. However, such changes can only be made
within the framework of these guidelines.
5. Publication and commencement of specific agreements on incentive pay
A provision will be introduced in the Company's Articles of Association stating
that the shareholders have adopted guidelines for incentive pay for members of
the Executive Board pursuant to section 69 b(2) of the Danish Public Companies
Act. Following adoption at the Annual General Meeting of Copenhagen Airports to
be held on 27 March 2008, the guidelines will be posted without delay on
Copenhagen Airports' website (www.cph.dk) stating the date of adoption of the
guidelines by the shareholders. If, at a later date, the shareholders change the
guidelines, the amended guidelines will also be posted without delay on
Copenhagen Airports' website (www.cph.dk) stating the date of amendment of the
guidelines by the shareholders. Specific agreements on incentive pay cannot be
concluded until the day after the adopted guidelines have been posed on
Copenhagen Airports' website (www.cph.dk) at the earliest.
CORRECTION: Notice of the annual general meeting of Copenhagen Airports A/S
| Source: Københavns Lufthavne A/S
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