Annual General Meeting – P/F Atlantic Airways
Atlantic Airways P/F
Notice to convene annual general meeting
Annual General Meeting – P/F Atlantic Airways
The 2013 Annual General Meeting of P/F Atlantic Airways, Faroe Islands will be
held at Gamli Skúli (Musikskúlin), Skúlabrekkan 4, in Sørvágur, Faroe Islands
on Friday 8th of March 2013 at 16:30 (local time)
1. The General Meeting chooses a chairman on proposal from the Board of
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 4 millions, equivalent to DKK 4.86473 for each share of DKK 100.
1. 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.
1. Election of accountant, who will sit until the next Annual General Meeting
The Board of Directors proposes election of the auditors, P/F Januar, State
Authorized Public Accountants P/F, Hoyvíksvegur 5, 100 Tórshavn.
1. Proposals from the Board of Directors or the shareholders
A shareholder has put forth a proposal for approval by the Annual General
Meeting that the Board of Directors be directed at the Annual General Meeting
or at an Extraordinary General Meeting to propose an amendment to the Articles
of Association giving the shareholders whose shareholding is below 33% of the
share capital (the private shareholders) preferential treatment regarding
distribution of dividend and pay-out in the case of liquidation.
Order of admission cards and voting ballots
Admission cards and voting ballots can be ordered either by sending an e-mail
to or by calling the Head Office on (+298) 341030. The deadline
for ordering of admission cards and voting ballots is Monday 4th of March at 4
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 Monday 4th of March at 4 p.m.
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 prior to the general meeting the agenda, annual accounts
2012 with the auditor's Report and the Annual Report 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 4 days before the meeting.
Shareholders have the opportunity to vote on items on the agenda by letter,
i.e. vote in writing before the Annual General Meeting. The voting slip must
clearly indicate what the shareholder votes for, and the voting slip must be
received by the company no later than 4 p.m. at 4 March, 2013 in a sealed
envelope. The Chairman of the Annual General Meeting decides whether the vote
on the voting slip is sufficiently clear.
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
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
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 2012, which are in english.
Distribution of dividends and financial institute holding accounts on behalf of
Dividends are distributed to shareholders, who are registered in the company’s
register of shareholders when the general meeting, which decides to pay out
dividends, is held. The record date at Værdipapircentralen A/S will be the 13th
of March 2013. Trading in shares without dividend rights will commence on the
11th of March 2013. The dividend shall be, in accordance to relevant rules and
custom, transferred on 20th of March 2013 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-