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

About this update from Kobenhavns Lufthavne A/s
NOTICE OF ANNUAL GENERAL MEETING 2026 COPENHAGEN AIRPORTS A/S NOTICE OF ANNUAL GENERAL MEETING 2026 COPENHAGEN AIRPORTS A/S (COMPANY REGISTRATION (CVR) NO. 14 70 72 04) To the shareholders in Copenhagen Airports A/S (company registration (CVR) no. 14 70 72 04) Notice is hereby given of the annual general meeting of Copenhagen Airports A/S to be held on Wednesday, 29 April 2026 at 3:00 pm (CEST) Vilhelm Lauritzen Terminal Vilhelm Lauritzen Allé 1 DK-2770 Kastrup Agenda In accordance with article 7.2 of the articles of association the agenda of the meeting is as follows: 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. Elaboration on the agenda items Re agenda item 1: The report of the board of directors on the company's activities during the past year. The board of directors recommends that the report is approved. Re agenda item 2: Presentation and adoption of the audited annual report. The board of directors recommends that the annual report is adopted. Re agenda item 3: Resolution to discharge the board of directors and the executive board from liability. The board of directors recommends that the general meeting discharges the board of directors and the executive board from liability. Re agenda item 4: Resolution on the appropriation of profit or loss as recorded in the adopted annual report. The board of directors recommends that the result of the financial year 2025, which is a profit of DKK 1,243 million, is carried forward to the following year. To support the future capacity investments, the board of directors proposes for adoption at the annual general meeting that no dividend be paid in respect of the financial year 2025. Re agenda item 5: Election of members of the board of directors, including the chairman and the deputy chairmen. According to article 11.1 of the articles of association, a board of directors consisting of four to eight members is elected by the general meeting. All members of the board of directors elected by the general meeting are elected for a one-year term. Discussions regarding the future composition of the board of directors are still ongoing. It has not been possible to conclude this process prior to the publication of this notice convening the general meeting. The nominations for the election of board members, including the chairman and two deputy chairmen, as well as information on the candidates' backgrounds, qualifications and current management positions in other companies, will be published either prior to or at the annual general meeting. Re agenda item 6: Presentation of and advisory vote on the remuneration report. The vote on the remuneration report is a non-binding advisory vote and is subject to section 139b of the Danish Companies Act. The remuneration report has been prepared in accordance with the requirements prescribed by section 139b of the Danish Companies Act and contains, inter alia, an overall view of the total remuneration for 2025 of each member of the board of directors and the executive board of the company. The remuneration report is available at the company's website: https://www.cph.dk under "Investor > Annual General Meeting". Re agenda item 7: Proposal from the board of directors to approve the company's remuneration policy. Pursuant to the rules on remuneration policies in the Danish Companies Act, Copenhagen Airports A/S must put the remuneration policy to a vote at the annual general meeting in 2026 due to material changes. The board of directors therefore proposes that the general meeting approves the company's remuneration policy. The remuneration policy has been revised as a result of the Danish state's acquisition of a controlling interest in Copenhagen Airports A/S on 30 September 2025. 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 draft revised remuneration policy (with changes marked) is available at the company's website: https://www.cph.dk under "Investor > Annual General Meeting". The adopted remuneration policy will be uploaded to the company's website after the general meeting. Re agenda item 8: Approval of remuneration to the board of directors for the current year. The board of directors recommends that the remuneration to the board of directors for 2026 remains unchanged compared to the remuneration in 2025. The board of directors proposes that, for 2026, the remuneration for the audit and risk management committee be structured as separate fees for the co-chairmen and for the ordinary members. The board further proposes the introduction of remuneration for the nomination and remuneration committee (which was established in 2025), also structured as separate fees for the chairman and the ordinary members. The proposed remuneration levels for 2026 represent an increase compared to the remuneration for 2025. The revised remuneration levels shall 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 Members of the audit and risk management committee Chairman of the nomination and remuneration committee Members of the nomination and remuneration committee 250,000 150,000 150,000 100,000 Re agenda item 9: Appointment of auditor and sustainability auditor. The board of directors proposes the re-election of Deloitte Statsautoriseret Revisionspartnerselskab for both financial and sustainability reporting purposes in accordance with the audit and risk management committee's recommendation. The audit and risk management committee has not been influenced by third parties and has not been subject to any agreement with third parties, which limits the general meetings election of certain auditors or audit firms. Re agenda item 10: Proposals from shareholders. No proposals have been submitted by the shareholders. Re agenda item 11: 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 and the application for registration of the resolutions to be filed with the Danish Business Authority (Erhvervsstyrelsen) as the authority may require for registration. - 0 - General information According to section 97 of the Danish Companies Act, information is hereby given that the share capital of Copenhagen Airports A/S amounts to nominally DKK 784,807,000. Each share of nominally DKK 100 entitles the holder to one vote at the general meeting. The company's annual report for 2025 is available in English at https://www.cph.dk under "Investor > Annual reports". The agenda and the full text of the proposed resolutions are included in this notice. This notice, including the agenda and the full text of the proposed resolutions as well as the remuneration policy, the remuneration report, the information about the total number of shares and the voting rights on the date of the notice, and the proxy form, postal voting form and registration form to be used for ordering admission cards will be available from Tuesday, 7 April 2026 at https://www.cph.dk under "Investor > Annual General Meeting". This notice, including the agenda and the full text of the proposed resolutions will also be sent by email on Tuesday, 7 April 2026 to the registered shareholders who have registered their email addresses with Copenhagen Airports A/S in accordance with article 17.3 of the articles of association. The following requirements for adoption of the proposed resolutions must be fulfilled in order for the proposed resolutions to be considered adopted: The proposed resolutions under agenda items 2, 3, 4, 5, 7, 8, 9 and 11 can be adopted by simple majority of votes. The vote on item 6 is a non-binding advisory vote. - 0 - The following procedures must be followed in order to attend and vote at the annual general meeting: Date of registration The shareholders' right to vote at the company's annual general meeting or the right to vote by post are determined in proportion to the shares held by the shareholders on the date of registration. The date of registration is Wednesday, 22 April 2026. Only persons who are shareholders in the company on Wednesday, 22 April 2026 are entitled to attend and vote at the annual general meeting, note however below on the shareholders' timely request for admission cards. The number of shares held by each shareholder in the company on the date of registration is calculated as of the expiry of the registration date. The calculation will be based on the registration of shares in the register of shareholders and such duly documented notifications to the company regarding the acquisition of shares that have not yet been recorded in the register of shareholders but have been received by the company before expiry of the registration date. In order to be recorded in the register of shareholders and included in the calculation, information about shareholdings must be substantiated by the presentation of a transcript from VP Securities A/S or other similar documentation that may not be more than one month old. Such documentation must be duly received by the company before the expiry of the registration date. Admission card In order to attend the annual general meeting, shareholders must no later than on Friday, 24 April 2026 at 11:59 pm (CEST) have requested for admission cards to the general meeting via the shareholder portal at https://www.cph.dk by using MitId or username and password. Admission cards may also be requested for by returning a completed and signed registration form in person or by post to Computershare A/S, Lottenborgvej 26, DK-2800 Kgs. Lyngby, in writing or by email to [email protected] , no later than on Friday, 24 April 2026 at 11:59 pm (CEST). Admission cards are issued to shareholders who hold shares in the company at the expiry of the registration date. Please note that admission cards will be sent electronically via email to the email address specified in the shareholder portal upon registration. The admission card must be presented at the annual general meeting either electronically on a smartphone/tablet or in a printed version. If no email address is specified in the shareholder portal, shareholders may download and/or print the admission cards through the shareholder portal at the company's website https://www.cph.dk . Further, shareholders who have requested admission cards without specifying their e-mail address can collect the admission card at the entrance of the annual general meeting upon presentation of valid ID. Voting forms will be handed out at the entrance of the annual general meeting. Proxy Shareholders may appoint a proxy holder, e.g. if the shareholder is unable to attend the annual general meeting. Proxy holders may be appointed electronically through the shareholder portal at the company's website https://www.cph.dk by using MitId or username and password no later than on Friday, 24 April 2026 at 11:59 pm (CEST). Proxy holders may also be appointed in writing by using the proxy form. Completed and signed forms must be received by the company at the address Computershare A/S, Lottenborgvej 26, DK-2800 Kgs. Lyngby, or by email to [email protected] no later than on Friday, 24 April 2026 at 11:59 pm (CEST). Computershare A/S is open for inquiries on weekdays from 9:00 am - 3:00 pm by telephone +45 4546 0997 or by email to [email protected] . Postal voting Instead of voting in person at the annual general meeting, the shareholders may vote by post, i.e. vote in writing before the annual general meeting is held. Postal votes may be submitted electronically through the shareholder portal at the company's website https://www.cph.dk by using MitId or username and password no later than on Wednesday, 29 April 2026 at 10:00 am (CEST). Postal votes may also be submitted by using the postal voting form which is available on the company's website https://www.cph.dk under "Investor". The completed and signed form must be received by the company at the address Computershare A/S, Lottenborgvej 26, DK-2800 Kgs. Lyngby, or via email to [email protected] no later than on Wednesday, 29 April 2026 at 10:00 am (CEST). A postal vote that has been received by the company cannot be revoked. In the event that new proposals are submitted, including any amendments to proposals, or in the event of proposals for new candidates to the board of directors or auditor which are not on the agenda, postal votes will be taken into account if the new proposal is substantially the same as the original proposal. Questions The shareholders may submit questions in writing in relation to the agenda and the documents for the purpose of the annual general meeting. Questions may be submitted by post or by email to [email protected] . Questions submitted in advance of the general meeting must be received by the company no later than on Friday, 24 April 2026 at 11:59 pm (CEST). Such questions will be answered in writing or orally at the general meeting, unless the answer is made available from a questions/answers (Q&A) function on the company's website https://www.cph.dk . Webcast In accordance with paragraph 1.2.1 of the Danish Recommendations on Corporate Governance the annual general meeting will be live-transmitted (webcasted) on the company's website so that shareholders who are unable to attend the general meeting in person or are represented by proxy can follow the general meeting via the internet. The link to the webcast will appear on the company's website: https://www.cph.dk under "Investor > Annual General Meeting" well in advance of the general meeting. Shareholders may follow the transmission without being registered for the general meeting. Processing of personal data The company's Privacy Policy for Shareholders etc. explains how the company processes personal data in connection with the general meeting and the Privacy Policy is available in Danish and English at https://www.cph.dk under "Investor > Annual General Meeting". - 0 - Copenhagen, Tuesday, 7 April 2026 The board of directors of Copenhagen Airports A/S Lufthavnsboulevarden 6 DK-2770 Kastrup Telephone: +45 32 31 32 31 DRIVING INSTRUCTIONS: Drive via Amagerbrogade which changes its name to Amager Landevej, turn left at Vilhelm Lauritzen Allé at the sign "Københavns Lufthavne A/S" (Copenhagen Airports A/S). Please note: There is no exit from the Øresund motorway to Amager Landevej. BUS SERVICE There will be a bus service between Terminal 3 eastside (charterbus track) and the Vilhelm Lauritzen Terminal. The bus will leave at 2:15 pm (CEST) and will return at 5:00 pm (CEST). A map describing the point of departure from Terminal 3 eastside is included below.
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