Tivoli A/S
Annual General Meeting
The Company’s Annual General Meeting is to be held at 2 p.m., Wednesday 30 April 2014, in the Tivoli Concert Hall, Tivoli, Vesterbrogade 3, 1630 Copenhagen V. Access to the Concert Hall is via the main entrance or the entrance across from the Central Station.
AGENDA
- The report of the Supervisory Board on the company's activities over the preceding year.
- Presentation of annual report for approval.
- Decision on the distribution of profit in accordance with the approved annual report.
- Proposals from the Supervisory Board and shareholders.
- The Supervisory Board proposes the motion that the Supervisory Board be authorised until next year's Annual General Meeting to allow the company to acquire its own shares of up to 10% of the share capital at the current market price at the time of acquisition with a divergence of up to 10%.
- Election of members of the Supervisory Board
- Election of auditors
- Any other business.
The agenda and complete proposals plus the annual report are available for inspection by the shareholders at the Tivoli Ticket Centre, Vesterbrogade 3, 1630 Copenhagen V. The material (apart from the annual report) will also be sent to the company’s listed shareholders and to all other shareholders at their request. The annual report can be downloaded at www.tivoli.dk (under ”About Tivoli A/S”) and collected at the Tivoli Ticket Centre, Vesterbrogade 3, 1630 Copenhagen V.
Also, the following documents and information are published on the company website, www.tivoli.dk (under “About Tivoli A/S”): (i) the convening notice, (ii) the total number of shares and voting rights on the date of the General Meeting being called, (iii) the documents to be presented at the General Meeting, including the revised annual report, (iv) the agenda of the General Meeting and the complete proposals, and (v) forms for voting by post and proxy voting.
The company's share capital is DKK 57,166,600 divided into shares of DKK 100. Each share of DKK 100 gives entitlement to one vote. Shareholders are entitled to participate in and vote at the General Meeting if they have, not later than one week before the General Meeting, had their shares registered in the register of owners, or contacted the company with a view to registration, and this request has been received by the company. In addition, the shareholders must have announced their participation in the General Meeting not later than three days before the General Meeting. The company has appointed Danske Bank as its account-holding bank, through which the Company's shareholders can exercise their financial rights.
Participation in the General Meeting can be announced and entry cards and voting slips can be requested from VP Investor Services A/S, tel. +45 43 58 88 66, or on the internet at www.vp.dk/gf, from Thursday 3 April 2014 up to and including Thursday 25 April 2014. Shareholders may vote by post prior to the General Meeting using the forms sent to the shareholders together with the convening notice for the General Meeting. Voting by post is not conditional on the shareholder having requested an entry card. VP Investor Services A/S must receive any postal votes by 11.59 p.m. on Friday 25 April 2014.
Shareholders may vote by proxy at the General Meeting. The proxy must be in writing and dated. Should proxy be given to a third party, this person must announce his or her participation and order an entry card in the same fashion as the shareholders. If proxy is given to the Supervisory Board, the proxy must be given for a specific General Meeting with an already published agenda.
Copenhagen, 3 April 2014
The Supervisory Board
Tivoli A/S
Complete proposals as of 3 April 2014 for the Annual General Meeting of Tivoli A/S at 2 p.m., Wednesday 30 April 2014 in the Tivoli Concert Hall.
Re item 2. Presentation of annual report for approval.
The annual report for the period 1 January 2013 to 31 December 2013 is presented for approval.
Re item 3. Decision on the distribution of profit in accordance with the adopted annual report.
Tivoli's profit after tax for 2013 was DKK 37.0 million. The Supervisory Board recommends that a dividend of 25% of the profit after tax be distributed, corresponding to DKK 9.2 million.
Re item 4. Proposals from the Supervisory Board and shareholders
- The Supervisory Board proposes the motion that the Supervisory Board be authorised until next year's Annual General Meeting to allow the company to acquire its own shares of up to 10% of the share capital at the current market price at the time of acquisition with a divergence of up to 10%.
Re item 5. Election of members of the Supervisory Board.
The members of the Supervisory Board are elected for one year at a time, and all members are therefore up for election. All members of the Supervisory Board are standing for re-election.
Jørgen Tandrup
Born 1947.
MSc in Economics and Business Administration.
Chairman of the Supervisory Board in 2008. Joined the Supervisory Board in 2000.
Re-elected to the Supervisory Board in 2013. Term of office expires in 2014.
- Chairman of the Supervisory Board of Syskon A/S, Fritz Hansen A/S, Skandinavisk Holding A/S, Scandinavian Tobacco Group A/S and Skodsborg Sundhedscenter A/S.
- Deputy Chairman of the Supervisory Board of Chr. Augustinus Fabrikker Aktieselskab.
- Member of the Board of Trustees of the Augustinus Foundation.
Particular expertise:
- Management experience from a large number of Danish and international companies.
- Business-to-Consumer production, sales and branding experience as former CEO of Skandinavisk Tobakskompagni A/S.
- Industrial policy experience as a former chairman of the Industrial Policy Committee of the Confederation of Danish Industries.
Mads Lebech
Born 1967.
Master of Laws.
Deputy Chairman of the Supervisory Board in 2010. Joined the Supervisory Board in 2010.
Re-elected to the Supervisory Board in 2013. Term of office expires in 2014.
- Managing director, the Danish Industry Foundation.
- Chairman of the Advisory Board of the Ordrupgaard Collection and Turismens Vækstråd (the tourism growth council).
- Chairman of the urban development company ”NærHeden – Fremtidens Forstad” (neighbourhood – the suburb of the future).
- Deputy chairman of CPH City & Port Development.
- Member of the Supervisory Boards of (among others): KAB, Copenhagen Malmö Port, the Frederiksberg Foundation and Hjerteforeningen (the heart association).
Particular expertise:
- Board-level experience from (among others) the chairmanship of Local Government Denmark (LGDK), Wonderful Copenhagen, Copenhagen Capacity and a number of supervisory boards in the fields of energy, waste management and transport.
- Political experience, including as mayor, chairman of the Metropolitan Development Council, LGDK's salary and staff committee and deputy chairman of the Danish Conservative People’s Party.
- Strategic development, organisational development and financial management.
- Promotion of tourism and development of the Danish capital.
Tommy Pedersen
Born 1949.
HD diploma in accountancy, organisation and strategic planning.
Joined the Supervisory Board in 2000. Re-elected to the Supervisory Board in 2013. Term of office expires in 2014.
- Managing Director of Chr. Augustinus Fabrikker A/S and the Augustinus Foundation.
- Chairman of the Supervisory Boards of Maj Invest Holding A/S, Fondsmæglerselskabet Maj Invest A/S, Rungsted Sundpark A/S and Skodsborg Sundpark A/S.
- Deputy chairman of Jeudan A/S, Peter Bodum A/S and Bodum Holding a.g. Schweiz and of the Løvenholm Foundation.
- Member of the Supervisory Boards of Nykredit Forsikring A/S, Pharmacosmos Holding A/S and subsidiary, Skandinavisk Holding A/S, Scandinavian Tobacco Group A/S and S.G. Finance A/S Oslo.
Particular expertise:
- Management experience from a large number of Danish and international companies.
- Banking and finance as managing director of the Augustinus Foundation and former bank director at Bikuben Girobank A/S.
- Property development and property administration as a member of the Supervisory Board of Jeudan A/S.
- Business-to-Consumer production, sales and branding experience as a member of the Supervisory Boards of Bodum A/S, Royal Unibrew A/S and Skandinavisk Tobakskompagni A/S.
Ulla Brockenhuus-Schack
Born 1961.
MBA, Columbia Business School N.Y.
Joined the Supervisory Board in 2009. Re-elected to the Supervisory Board in 2013. Term of office expires in 2014.
- Managing partner of SEED Capital Denmark K/S.
- Managing director of DTU Symbion Innovation A/S.
- Member of the Supervisory Boards of Abeo A/S, Alkalon A/S, Amminex A/S, Expanite A/S, Observe Medical ApS, WDI Invest, the Oticon Foundation, DVCA and the Mary Foundation.
Particular expertise
- Experience economy as co-founder of Media Invest, former chairman of the Supervisory Board of IO Interactive A/S and Egmont Group executive.
- Business strategy, business development and innovation as managing partner of SEED Capital Denmark K/S and former management consultant at McKinsey & Co Inc.
- Financial management, accountancy and auditing as managing partner of SEED Capital Denmark K/S and managing director of DTU Symbion Innovation A/S.
Re item 6. Election of auditors.
The Supervisory Board recommends re-election of PricewaterhouseCoopers.
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For adoption of the proposal in item 4a (authorisation for the Supervisory Board), a majority of the votes given must adopt the proposal.
Copenhagen, 3 April 2014
The Supervisory Board
Tivoli A/S
