Københavns Lufthavne A/S : Minutes of the Annual General Meeting 2026 here

About this update from Kobenhavns Lufthavne A/s

COPENHAGEN AIRPORTS A/S MINUTES OF GENERAL MEETING 29 APRIL 2026 COPENHAGEN AIRPORTS A/S MINUTES OF GENERAL MEETING ANNUAL GENERAL MEETING 29 APRIL 2026 (Company Registration (CVR) No 14 70 72 04) On Wednesday, 29 April 2026 at 3:00 pm (CEST) the annual general meeting was held in Copenhagen Airports A/S ("CPH" or the "Company") at the address Vilhelm Lauritzen Terminal, Vilhelm Lauritzen Allé 1, DK -2770 Kastrup. The agenda of the annual general meeting was: ‌The report of the board of directors on the Company's activities during the past year. Presentation and adoption of the audited annual report. Resolution to discharge the board of directors and the executive board from liability. ‌Resolution on the appropriation of profit or loss as recorded in the adopted annual report. ‌Election of members of the board of directors, including the chairman and the deputy chairmen. ‌Presentation of and advisory vote on the remuneration report. ‌Proposal from the board of directors to approve the Company's remuneration policy. ‌Approval of remuneration to the board of directors for the current year. ‌Appointment of auditor and sustainability auditor. ‌Proposals from shareholders. ‌Authorisation to the chairman of the general meeting. ‌Any other business. The chairman of the board of directors, Lars Nørby Johansen, opened the annual general meeting and welcomed the shareholders. Lars Nørby Johansen advised that the general meeting would be recorded and transmitted live by webcast on the Company's website. Lars Nørby Johansen informed that, at an extraordinary general meeting of the Company held on 23 October 2025, a new board of directors had been elected. He then introduced the board of directors. Lars Nørby Johansen thereafter introduced the executive board and the Company's auditor, Deloitte Statsautoriseret Revisionspartnerselskab ("Deloitte"). Lars Nørby Johansen then informed the general meeting that the board of directors had elected Christian Th. Kjølbye, attorney-at-law, as chairman of the general meeting. Christian Th. Kjølbye thanked for the election and announced that the notice to convene the general meeting complied with the articles of association and Danish statutory provisions. The chairman of the general meeting informed that 99.61% of the voting share capital was represented at the annual general meeting (by proxy, postal vote, and participation, respectively). None of the shareholders objected to the legality of the annual general meeting and the chairman of the general meeting anno unced that the annual general meeting had been duly convened and was legal and competent in terms of all items on the agenda. The chairman of the general meeting stated that based on the postal votes, proxies, and advance notifications from the shareholders received prior to the general meeting, the requisite support of all proposals on the agenda had been established in advance. Considering this, no votes would be initiated on the initiative of the Company. The chairman of the general meeting further informed that to the extent that no further votes would be initiated on the initiative of the shareholders, votes at the general meeting would be recorded as if there were unanimity amongst the present shareholders to adopt the proposal in question, except for votes against the proposal that had been submitted in advance. Subsequently, the chairman of the general meeting went through items 1-12 on the agenda. The chairman of the general meeting then proposed to address the first four agenda items together and as the general meeting did not have any objections, the chairman of the general meeting gave the floor to Lars Nørby Johansen. Re agenda items 1 - 4 : Lars Nørby Johansen presented a report on CPH's activities during the past year. The report is available in its entirety on CPH's website. Lars Nørby Johansen concluded his report by noting that this was his final report as chairman of the board of directors of the Company. He expressed strong confidence in the Company's future, referring to the Danish State's long-term commitment to ensuring that CPH remains under Danish ownership, the new and competent board of directors, the skilled management, and not least the many dedicated employees. Despite the geopolitical challenges, Lars Nørby Johansen considered the outlook for CPH to be highly promising. Lars Nørby Johansen then extended his appreciation for his 12 years' service at the Company and noted that he was proud to have contributed to the development of an airport that creates significant value for the Danish economy, Danish jobs, and Danish export. Lars Nørby Johansen then gave the floor to Christian Poulsen, CEO of the Company, who presented the annual report for 2025 audited by Deloitte. Christian Poulsen, reviewed the key figures and the sustainability reporting of the annual report. The accounts showed a revenue of DKK 5,521m and a result after tax of DKK 1,243m. The balance sheet showed total assets of DKK 17,467m and equity of DKK 5,508m. The sustainability report showed, among other things, that the Company in 2025 had significantly reduced its own CO 2 emissions, and that the Company's scope 1 and 2 emissions, which cover greenhouse gas emissions from the Company's own operations, had decreased by 89% in 2025. This development was primarily driven by the Company's purchase of renewable electricity. The Company also placed significant emphasis on air quality in and around the airport, and in 2025 the Company invested in 18 new sensors, enabling much more detailed measurements of air quality. Finally, the report outlined the Company's objectives in the areas of diversity, equality, and inclusion. Finally, CEO Christian Poulsen thanked the resigning chairman of the board of directors, Lars Nørby Johansen, for the strong mutual cooperation between the executive board and the board of directors, and for Lars Nørby Johansen's contributions to the Company. Lars Nørby Johansen then recommended the annual report for adoption by the general meeting. Further, it was proposed that the board of directors and the executive board be discharged from liability. Lars Nørby Johansen then recommended to the general meeting that the result of the financial year 2025, which is a profit of DKK 1,243 million, be carried forward to the following year. It was the proposal of the board of directors that, in order to support future investments, no dividend be declared for the financial year 2025. The chairman of the general meeting established that no shareholders had any questions or comments to agenda items 1-4. Subsequently, the chairman of the general meeting stated that the general meeting had adopted the annual report for 2025, adopted the resolution to discharge the board of directors and the executive board from liability, and adopted the resolution on the appropriation of the financial result. Re agenda item 5 : The chairman of the general meeting presented the proposal from the board of directors regarding the election of members of the board of directors, including the chairman and the deputy chairmen. The chairman of the general meeting informed that, prior to the general meeting, Lars Nørby Johansen had informed the board of directors that he would not stand for re-election as chairman of the board of directors. The chairman of the general meeting announced that Lars Sandahl Sørensen stood for election as chairman of the board of directors, that Birgit Otto stood for election as deputy chairman of the board of directors, and that Anne Louise Eberhard stood for re-election as deputy chairman of the board of directors. Henrik Dam Kristensen, Anne Skovbro and Michael Holm stood for re-election as members of the board of directors. The chairman of the general meeting then announced that Claus Jensen stood as candidate for election as a new member of the board of directors. The chairman of the general meeting referred to the candidates' CVs for further presentation of the candidates. The CVs were included in the supplement to the notice to convene the annual general meeting sent out on 24 April 2026. The chairman of the general meeting informed that Lars Sandahl Sørensen, Birgit Otto, Anne Louise Eberhard, Henrik Dam Kristensen, Anne Skovbro, Michael Holm and Claus Jensen were considered independent in accordance with paragraph 3.2.1 of the Danish Recommendations on Corporate Governance. The chairman of the general meeting stated that no other candidates had been proposed for election. Subsequently, the chairman of the general meeting established that the general meeting had adopted the proposal regarding the election of members of the board of directors, including that Lars Sandahl Sørensen was elected as chairman of the board of directors, that Birgit Otto was elected as deputy chairman of the board of directors, that Anne Louise Eberhard was re-elected as deputy chairman of the board of directors, that Henrik Dam Kristensen, Anne Skovbro and Michael Holm were re-elected as members of the board of directors, and that Claus Jensen was elected as new member of the board of directors. The chairman of the general meeting extended his congratulations on the election. The board of directors hereinafter consisted of Lars Sandahl Sørensen (chairman), Birgit Otto (deputy chairman), Anne Louise Eberhard (deputy chairman), Henrik Dam Kristensen, Anne Skovbro, Michael Holm and Claus Jensen. The chairman of the general meeting further noted that the board of directors also consist ed of the employee representatives Michael Marott Bock, Brian Bjørnø, and Michael Eriksen, who had been elected for the period until 2027. The chairman of the board of directors, Lars Sandahl Sørensen, took the floor and thanked the resigning chairman of the board of directors, Lars Nørby Johansen, for his many years of dedicated service to the Company. Lars Sandahl Sørensen then thanked the new board of directors and emphasised that it will continue the strong and close cooperation with the executive board and the Company's many stakeholders. Re agenda items 6 - 8 : The chairman of the general meeting proposed to address agenda items 6-8 regarding remuneration together and ascertained that the general meeting did not have any objections. The chairman of the general meeting presented the board of directors' proposals to approve the Company's remuneration report (item 6 ), to approve the Company's remuneration policy (item 7 ) and the remuneration to the members of the board of directors for the current year (item 8 ). The vote on the remuneration report was a non-binding advisory vote subject to section 139b of the Danish Companies Act. The remuneration report had been prepared in accordance with the requirements prescribed by section 139b of the Danish Companies Act and included an overall view of the total remuneration for 2025 of each member of the board of directors and the executive board of the Company registered with the Danish Business Authority. The remuneration report had been made available on the Company's website on the same date as the publication of the notice to convene the annual general meeting. The chairman of the general meeting then gave a presentation of the board of directors' proposal to approve the Company's remuneration policy. Pursuant to the rules on remuneration policies in the Danish Companies Act, the board of directors had proposed that the general meeting approved the Company's remuneration policy due to alignment with the Danish State's ownership policy. The main changes relate to: Short term incentive capped at 30% of base pay (previously 75%) - equivalent to max 17% of total pay. Long term incentive capped at 30% of base pay (previously 50%) - equivalent to max 17% of total pay. Option for discretionary bonus payment in special situations will be capped at 30% (from 100% of base). The revised remuneration policy had been made available on the Company's website on the same date as the publication of the notice to convene the annual general meeting. The chairman of the general meeting stated that the board of directors had recommended that the base fee to the board of directors for 2026 remained unchanged compared to the remuneration in 2025. The board of directors had proposed that the remuneration for the audit and risk management committee be structured as separate fees for the co-chairmen and for the ordinary members. Further, the board of directors had proposed the introduction of remuneration for the nomination and remuneration committee, also structured as separate fees for the chairman and the ordinary members. The proposed remuneration levels for 2026 represented an increase compared to the remuneration level for 2025, and the revised remuneration levels were to take effect retroactively as of 23 October 2025. Remuneration to the board of directors, the audit and risk management committee, and the nomination and remuneration committee (DKK) 2026 Chairman of the board of directors 1,130,000 Deputy chairmen 753,334 Other directors 376,667 Co-chairmen of the audit and risk management committee 250,000 Members of the audit and risk management committee 150,000 Chairman of the nomination and remuneration committee 150,000 Members of the nomination and remuneration committee 100,000 Following this, the chairman of the general meeting established that the Company's remuneration report (item 6 ), the Company's remuneration policy (item 7 ), and the proposed remuneration to the members of the board of directors for 2026 (item 8 ) had been adopted by the general meeting. Re agenda item 9 : The chairman of the general meeting announced that the board of directors had proposed that Deloitte be re -elected as the Company's auditor for both financial and sustainability reporting purposes as recommended by the audit and risk management committee. The chairman of the general meeting established that no shareholders had any questions or comments to the proposal and that the proposal on the appointment of auditor had been adopted by the general meeting. Re agenda item 10 : There were no proposals from shareholders. Re agenda item 11 : The board of directors had proposed to authorise the chairman of the general meeting to make such alterations, amendments, and additions to the resolutions passed by the general meeting and the application for the registration of the resolutions passed to be filed with the Danish Business Authority as the authority may require for registration. The chairman of the general meeting established that no shareholders had any questions or comments about the proposal and that the proposal to authorise the chairman of the general meeting had been adopted by the general meeting. Re agenda item 12 : The chairman of the general meeting asked whether anyone wished to take the floor. Head of Department at the Ministry of Finance, Claus Andersen, took the floor and, on behalf of the Ministry of Finance as shareholder, thanked the resigning chairman of the board of directors, Lars Nørby Johansen, for his contributions and the strong results achieved by the Company under his chairmanship. The chairman of the general meeting also thanked the resigning chairman of the board of directors for the good cooperation during Lars Nørby Johansen's chairmanship. - 0 - The chairman of the general meeting announced that all agenda items had been discussed, thanked the participants, and announced that the annual general meeting had come to an end. Finally, Lars Nørby Johansen thanked the chairman of the general meeting and the shareholders for their participation and their support of the Company. - 0 - As chairman of the annual general meeting: Christian Th. Kjølbye

View stock analysis, news, and events for Kobenhavns Lufthavne A/s