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2012-03-26 18:33:24 CEST 2012-03-26 18:34:24 CEST REGLERAD INFORMATION Atlantic Airways P/F - Boðun hluthafafundarAnnual General Meeting – P/F Atlantic AirwaysAtlantic 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. |
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