COPENHAGEN, Denmark, March 28, 2003 (PRIMEZONE) -- The Annual General Meeting of Copenhagen Airports A/S was held on March 27, 2003 with the following agenda:
1. To receive the Supervisory Board's report on the activities of the Company during the past year.
2. To receive the Annual Financial Statements and the Consolidated Financial Statements with the Auditors' Report and the Annual Report.
3. To pass a resolution adopting the Annual Financial Statements (Annual Report).
4. To pass a resolution for ratification of the acts of the Supervisory Board and the Executive Board.
5. To pass a resolution for the appropriation of the profit according to the adopted Annual Financial Statements (Annual Report).
6. To appoint members of the Supervisory Board, including the Chairman and Deputy Chairman.
7. To appoint auditors.
8. To consider proposals from the Supervisory Board to amend the Articles of Association:
- To make editorial amendments to Articles 7.2, 7.4, 8.1 and 8.2, no. 2 and no. 4, as a result of amendments to the Danish Financial Statements Act and the Danish Companies Act.
- In addition, it is proposed that Article 12.7 be cancelled.
9. To consider proposals from the Supervisory Board for authority to the Supervisory Board:
a. To let the Company acquire own shares, in the period until the next Annual General Meeting, totalling up to 10% of the share capital at the market price at the time of purchase or par, whichever is the lower, in order to cover the Company's right of redemption pursuant to Article 5.4.
b. To let the Company acquire own shares, in the period until the next Annual General Meeting, within 10% of the share capital and at the market price at the time of purchase subject to a deviation of up to 10%, cf. section 48 of the Danish Companies Act.
10. Any other business.
Re agenda item 1: The shareholders at the Annual General Meeting adopted the report.
Re agenda item 2: The Company's printed Annual Report for 2002 was available. The financial statements were reviewed in outline.
Re agenda item 3: The shareholders at the Annual General Meeting adopted the Annual Financial Statements (Annual Report).
Re agenda item 4: The shareholders at the Annual General Meeting passed a resolution for ratification of the acts of the Supervisory Board and the Executive Board.
Re agenda item 5: A total of DKK 2,324,019,000 was available for distribution. The shareholders at the Annual General Meeting adopted the Supervisory Board's proposal and raised the payout ratio in accordance with the Company's dividend policy from 26.5% (DKK 10 per share) in respect of 2001 to 35% (DKK 13.38 per share) in respect of 2002 (DKK 121,742,000), while DKK 2,202,277,000 was carried forward to retained profit.
Re agenda item 6: The following members of the Supervisory Board were re-elected:
As Chairman: Mr. Kurt Bligaard Pedersen
As Deputy Chairman: Mr. Ole Rendbaek
Ms. Inge Thygesen
Mr. Rolf Borjesson
Mr. Henrik Gurtler
The shareholders at the Annual General Meeting appointed the following new member to the Supervisory Board: Mr. Bjarne Hansen
Re agenda item 7: The shareholders at the Annual General Meeting re appointed PricewaterhouseCoopers and Grant Thornton as the Company's auditors.
Re agenda item 8: As two-thirds of the voting share capital was not represented at the Annual General Meeting, the proposal could not be adopted. With the required majority, the shareholders at the Annual General Meeting resolved to postpone the further consideration of the proposal until an Extraordinary General Meeting, cf. Article 10.3. An Extraordinary General Meeting will be held on Friday, 25 April 2003 at 10.00 a.m. at the office of the Company at Lufthavnsboulevarden 6, DK-2770 Kastrup.
Re agenda item 9:
a. The shareholders at the Annual General Meeting passed the resolution proposed by the Supervisory Board.
b. The shareholders at the Annual General Meeting passed the resolution proposed by the Supervisory Board.
Re agenda item 10: Nothing to report.
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