Atlantic Airways P/F - Notice to general meeting

Annual General Meeting – P/F Atlantic Airways

Atlantic Airways Stock Exchange Announcement 4/2012



The 2012 Annual General Meeting of P/F Atlantic Airways, Faroe Islands will be
held at 62N Airport Hotel (Hotel Vágar), Djúpheiðar 2 in Sørvágur on Tuesday
17th of April 2012 at 17:00 a.m. (local time) 



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
during the previous accounting year. 

3.             Presentation of audited annual report for approval

4.           The Board of Directors' proposals on how to use the profit
according to the approved accounts and annual report. 

The Board of Directors proposes payment of dividends for the total amount of
DKK 7 million, equivalent to DKK 6.763285 for each share of DKK 100. 

5.             Proposals for amendment of the Articles of Association

The Board of Directors proposes the following amendments of the Articles of
Association: 

Proposal to include “Atlantic Airways” and “Atlantsflog” as secondary names of
the company in addition to the existing secondary names and that Article 1,
paragraph 1 shall be amended accordingly. 



Changes due to the adoption of a new Faroese Companies Act:

Proposal that the periods in Article 5, paragraph 1 shall be replaced by 5
weeks and 3 weeks instead of 28 days and 14 days. Otherwise, the Articles
remains unchanged. 

Proposal that Article 7 shall be changed with the following wording: “The
shareholders may bring forward in writing proposals for treatment of a specific
subject at the Annual General Meeting, provided the Board of Directors receives
the proposals no later than six weeks before the General Meeting. If the Board
of Directors receives the proposal later than six weeks prior to the General
Meeting, the Board of Directors will decide whether the proposal has been
submitted in time for the subject to be included in the agenda for the General
Meeting.” 

Proposal that the limit in Article 8 of 1/10 of the share capital shall be
changed to 5 % of the share capital. Otherwise, the Articles remains unchanged. 

Proposal that the period in Article 9 shall be changed to 3 weeks instead of 8
days. Otherwise, the Articles remains unchanged. 



6.             Election of members to the Board of Directors

According to the Articles of Association, Article 15, paragraph 1, the General
Meeting appoints 4 Board members that are elected for 1 year at a time. 

7.             Election of accountant, who will sit until the next Annual
General Meeting is held 

 The Board of Directors proposes re-election of the auditors, NOTA, State
Authorized Public Accountants P/F, Hoyvíksvegur 5, 100 Tórshavn. 

8.             Approval of the updated remuneration policy in Atlantic Airways
P/F 

The board proposes that the general meeting approves the updated remuneration
policy for Atlantic Airways P/F. The proposed remuneration policy is attached
and is available on the Company's website www.atlantic.fo under Investor
Relations. These updates are: Board remuneration is stipulated by the policy
(remains unchanged since 2008); remuneration for audit committees is
stipulated; and board members' remuneration for ad hoc tasks. 



9.             Proposals from the Board of Directors or the shareholders

The board proposes that the general meeting approves the formation of an
election committee, which is to be given the task of preparing proposals for
board members, chairman and remuneration for these for the next annual general
meeting. The committee must be manned by the chairman of the board together
with two board members. 



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 Thursday 12th of April at
4 p.m. 

If you cannot participate in the 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 Thursday 12th of April at 4 p.m. The proxy can be sent by
email. 

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 Værdipapircentralen A/S or the account-holding institution
(custodian institution), not older than 5 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
General Meeting has been held. 



Share capital, voting rights and the 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. 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 before the general meeting the agenda, annual accounts
with the auditor's Report and the Annual Report 2011 and all proposals for the
general meeting will be available to the shareholders for inspection at the
company Head Office,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
general meeting if the shareholder has requested admission tickets at the
latest 5 days before the meeting. 

Shareholders have the opportunity to vote by post for proposals on the agenda,
i.e. to vote in writing before the annual general meeting is held. The
requirements are that there is no doubt as to what the shareholder votes and
that votes together with voting ballots are presented to the company no later
than 4 pm on 12 April 2012 in a sealed envelope. The chairman of the annual
general decides whether it is clear enough what the voter has voted for. 

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 general meeting with a beforehand known agenda. 

In addition the press and representatives from the Stock Exchange have
admission to the 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 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. 

The language to be used at the Annual General Meeting will be Faroese, but
there will be translation to English. The language of the documents to be used
at the Annual General Meeting will be Faroese and English, except from the
Annual Report 2011, which is in English. 



Distribution of dividends and financial institute holding accounts on behalf of
the Company 

Dividends are distributed to shareholders, who are registered in the company's
register of shareholders at the record date which will be the 20th of April.
Trading in shares without dividend rights will commence on the 18th of April.
The dividend shall be, in accordance to relevant rules and custom, transferred
on 27th of April to the profit account in a financial institution registered in
Værdipapircentralen A/S, as an account payable to with releasing effect. 

The Company has entered into a coordinative agreement with Værdipapircentralen
A/S. The Company has appointed FIH Erhvervsbank A/S as holder of accounts.
Shareholders can contact this financial institute at Langelinie Allé 43,
Dk-2100 Copenhagen Ø, Denmark or on the homepage www.fih.dk or on telephone
number +45 72225000 to exercise their financial rights in the company. 



P/F Atlantic Airways

Board of Directors







For further information contact:

Magni Arge, CEO, tel +298 213700- magni@atlantic.fo

Marius Davidsen, CFO, +298 213703 - marius@atlantic.fo

 ------------------------



P/F Atlantic Airways's remuneration policy for Board of Directors and Management



The purpose of P/F Atlantic Airways's remuneration policy is to ensure
appropriate corporate governance in the company and fulfil the long-term value
creation for the company's shareholders. 

Remuneration to individual Board members and members of Senior Management is
detailed in the Annual Report and will also be published on the company's
Investor Relations website. 



Board of Directors' remuneration

The Board of Directors of P/F Atlantic Airways is remunerated with a fixed fee.
The remuneration is not included in any sort of incentive or performance
related pay. 

Remuneration is set at DKK 120,000 a year. The chairman receives double
remuneration, while the deputy chairman receives one and a half remuneration. 

Remuneration for the auditing committee is set at DKK 20,000 a year. The
chaiman of the auditing committee receives triple remuneration. 

Election committee holds no remuneration.

If a board member assumes certain ad hoc tasks beyond the duty as board member,
then the board sets a fixed remuneration for such tasks. 



Management's remuneration

Senior Management is contractually employed. The remuneration is reviewed and
evaluated regularly. All adjustments to existing management contracts should be
made in writing and adopted by the Board of Directors. 

Decisive to the reumuneration to Senior Management is the objective to ensure
the company's continued possibilities to attract and maintain the best
qualified members of Senior Management. 

The details in the total remuneration to the Senior Management are comprised in
consideration of market practice and the company's specific needs 

Remuneration of Senior Mangement may be comprised of fixed pay, value-based
bonus, and pension. 

The total level for the non-variable elements in the remuneration is
established in consideration of market level, as e.g. the company's size and
course of development are taken under consideration. 

Members of Senior Management receive defined contribution plans.

Variable remuneration to members of Senior Management is fixed specifically in
consideration of their goal achievement herein. 

The Board of Directors decide within the frame-works of this policy all aspects
of the remuneration to the Senior Managements, including severance terms. 

Liability

This remuneration policy is adopted by the Board of Directors of P/F Atlantic
Airways and recently adopted by the General Meeting in April 2012. 

The Board of Directos is responsible for performing any necessary adjustments
and resubmitting any changes to the General Meeting.

Attachments:

Stock exchange announcement-AA 4-2012.pdf