Notice of Extraordinary general meeting 2017
To the shareholders in Copenhagen Airports A/S (company registration (CVR) no. 14 70 72 04)
Notice is hereby given of the extraordinary general meeting of Copenhagen Airports A/S to be held on
Tuesday, 19 December 2017 at 3 pm
Copenhagen Airports A/S,
The agenda of the meeting is as follows:
- Election of members of the Board of Directors, including a Deputy Chairman.
- Authorisation to the chairman of the general meeting.
- 0 -
The extraordinary general meeting is convened by this notice upon request from a shareholder in order to elect two new members of the Board of Directors as well as a Deputy Chairman.
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- Elaboration on the agenda items
2.1 Re agenda item 1:
Election of members of the Board of Directors, including a Deputy Chairman.
The background for this proposal is that Macquarie European Infrastructure Fund III is no longer a shareholder in Copenhagen Airports A/S. Simon Boyd Geere and John Kevin Bruen, both of whom are employed by Macquarie Infrastructure and Real Assets (Europe) Limited, have resigned as members of the Board of Directors as a consequence hereof, and consequently two new members of the Board of Directors must be elected.
The Board of Directors proposes that Ulrik Dan Weuder is elected as new Deputy Chairman of the Board of Directors in addition to the company's other Deputy Chairman for the period until the company's next annual general meeting. In accordance with section 3.2.1 of the Recommendations on Corporate Governance, the candidate cannot be considered independent.
The process of finding a candidate for the vacant post as an ordinary member of the Board of Directors has begun but it has not been possible to complete the process until the publication of the notice of the extraordinary general meeting. The name of the candidate as well as information about the candidate’s management positions in other commercial enterprises will be published no later than at the extraordinary general meeting.
The remaining members of the Board of Directors elected by the shareholders: Lars Nørby Johansen (Chairman of the Board of Directors), David Mark Stanton (Deputy Chairman of the Board of Directors), Janis Carol Kong and Charles Thomazi are not up for election.
The proposed board candidate has the following background:
Ulrik Dan Weuder is Senior Vice President and Head of Global Direct Investments (GDI) at ATP. GDI is responsible for ATP's alternative investments and handles investments worth around DKK 55bn, of which DKK 19bn is invested directly in infrastructure.
Ulrik is on the board of directors of several infrastructure-related companies, including Redexis Gas (Spain) and APR Energy (the UK), and has more than 25 years of experience in working with infrastructure globally. Ulrik Dan Weuder has extensive experience in planning, financing and expansion of infrastructure on a national level and in relation to specific investments.
Ulrik Dan Weuder joined ATP in 2007. Until then, he worked in the United Nations Environment Program where he was, among other things, involved in creating investment programs for the implementation of action plans with respect to national infrastructure. From 2001-2003, Ulrik worked for the OECD in connection with the EU accession process and the EU Member States' financing of infrastructure-related directives. From 1995-2000, Ulrik worked in the finance department of the Danish Environmental Protection Agency and later at the department dealing with environmental support to the Eastern European countries (Øststøttekontoret) where he was, among other things, responsible for the financing of large environmental infrastructure investments.
Ulrik is a Danish citizen, he was born in 1969 and he lives in Skovlunde, a suburb of Copenhagen. He graduated as an economist (Cand. polit.) from the University of Copenhagen in 1994.
2.2 Re agenda item 2:
Authorisation to the chairman of the general meeting.
The Board of Directors proposes that the chairman of the general meeting be authorised to make such alterations, amendments or additions to the resolutions passed by the general meeting, the company's articles of association and the application for registration of the resolutions to be filed with the Danish Business Authority (Erhvervsstyrelsen) as the Authority may require for registration.
Copenhagen, 27 November 2017
The Board of Directors of Copenhagen Airports A/S,
Lufthavnsboulevarden 6, DK-2770 Kastrup
Telephone: +45 32 31 32 31