Annual General Meeting, Agenda and Full Proposals

Tivoli A/S 

30.03.2012 09:36
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The Company's Annual General Meeting is to be held at 2 p.m., Monday 30 April
2012 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 the
Central Station. 



                                     AGENDA

                                        

  1. The report of the Supervisory Board on the company's activities over the
     preceding year.
  2. Presentation of annual report for approval.
  3. Decision on the distribution of profit in accordance with the approved
     annual report.
  4. Proposals from the Supervisory Board and shareholders. 
     1. The Supervisory Board proposes the motion that the Supervisory Board be
        authorised until next year's 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%.
     2. The Supervisory Board proposes an amendment to the incentive scheme for
        the Executive Board, allowing the allotment of an annual bonus to the
        Executive Board of up to 125% of the fixed gross fee.
     3. The Supervisory Board proposes a number of amendments to the company's
        articles, mainly in the form of more precise formulations.
  5. Election of members of the Supervisory Board.
  6. Election of auditors.
  7. 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 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 'Tivoli A/S') and collected at
Tivoli's offices, 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 10 or
multiples thereof. Each share of DKK 10 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, as from Friday 30 March up until
Thursday 26 April 2012. 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. The deadline for voting by post is
at 4 p.m., 27 April 2012. 



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, 30 March 2012

                              The Supervisory Board

                                   Tivoli A/S




                 Complete proposals as of 30 March 2012 for the
                      Annual General Meeting of Tivoli A/S
          at 2 p.m., Monday 30 April 2012 in the Tivoli Concert Hall.

                                        

                                        

Re item 2. Presentation of annual report for approval.

The annual report for the period 1 January 2011 to 31 December 2011 is
presented for approval. 



Re item 3. Decision on the distribution of profit in accordance with the
approved annual report. 

Tivoli's profit after tax for 2011 was DKK 24.5 million. The Supervisory Board
recommends that a dividend of 25% of the profit after tax be distributed,
corresponding to DKK 6.125 million. 



Re item 4. Proposals from the Supervisory Board and shareholders.



  1. The Supervisory Board proposes the motion that the Supervisory Board be
     authorised until next year's 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%.



  1. The Supervisory Board proposes an amendment to the general guidelines for
     incentive pay.
     
     As considered at the company's Annual General Meeting on 24 June 2008, the
     following currently applies: Members of the Executive Board receive a fixed
     annual fee. In addition, members of the Executive Board may also receive
     incentive pay in the form of a cash bonus.
     
     The size of the cash bonus can depend on achieving specific financial
     objectives in one or more business areas, Tivoli's overall result and/or
     the member's fulfilment of other goals. The size of the cash bonus is
     decided by the chairmanship of the company and is normally paid once a
     year, after the Supervisory Board has approved the company's annual report,
     and cannot exceed an amount equivalent to 75% of the fixed gross fee per
     year.
     
     The Supervisory Board proposes that said maximum of 75% be amended to 125%.
  2. The Supervisory Board proposes that the company's Articles 5 and 9 be
     amended as follows:
     1. Article 5 is amended as follows: 'The company's shares have a nominal
        value of DKK 100. Each share of DKK 100 gives entitlement to one vote.'
     2. According to the first clause of Article 9, Subarticle 2, General
        Meetings shall be called by (among other things) publication in the
        Berlingske Tidende. It is proposed that this requirement be cancelled,
        and that the first clause of article 9, subarticle 2, be amended as
        follows: 'The Supervisory Board shall call General Meetings at not less
        than three weeks' and not more than five weeks' notice by publication on
        the company website, via the Danish Commerce and Companies Agency's IT
        system and by ordinary letter or e-mail to all shareholders listed in
        the register of owners at their request.'



The current Articles of Association and the draft Articles of Association with
the proposed amendments to Articles 5 and 9 are available on the company
website. 



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 2011. Term of office expires in 2012.

  -- Chairman of the Supervisory Board of Syscon A/S, Fritz Hansen A/S,
     Skandinavisk Holding A/S, Scandinavian Tobacco Group A/S, Skodsborg
     Sundhedscenter A/S and Fonden til Markedsføring af Danmark.
  -- 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 with production, sales and branding experience as
     former managing director of Skandinavisk Tobakskompagni A/S.
  -- Experience in business policy as a former chairman of Erhvervspolitisk
     udvalg 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 2011. Term of office expires in 2012.

  -- Managing director, the Danish Industry Foundation.
  -- Chairman of the Advisory Board of the Ordrupgaard Collection.
  -- Deputy chairman of CPH City & Port Development.
  -- Member of the Supervisory Boards of (among others): KAB and
     Frederiksbergfonden.



Particular expertise:

  -- Board-level experience from (among others) the chairmanship of Local
     Government Denmark (LGDK), Wonderful Copenhagen, Copenhagen Capacity and
     Kommunekemi a/s.
  -- 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.
  -- Strategy development, organisation building and financial management.
  -- Promotion of tourism and metropolitan development.



Tommy Pedersen

Born 1949.

HD in accountancy and organisational and strategic planning.

Joined the Supervisory Board in 2000. Re-elected to the Supervisory Board in
2011. Term of office expires in 2012. 

  -- Managing Director of Chr. Augustinus Fabrikker A/S and the Augustinus
     Foundation.
  -- Chairman of the Supervisory Boards of Maj Invest Holding A/S, Gjensidiges
     Arbejdsskadeforsikring A/S, Rungsted Sundpark A/S and Skodsborg Sundpark
     A/S.
  -- Deputy chairman of Jeudan A/S, Løvenholmfonden, Peter Bodum A/S and Bodum
     Holding AG, Switzerland.
  -- Member of the Supervisory Boards of Gregers Brock Holding, Nykredit
     Forsikring A/S, Pharmacosmos Holding A/S and subsidiary, Skandinavisk
     Holding A/S, Scandinavian Tobacco Group A/S, 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 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
2011. Term of office expires in 2012. 

  -- Managing partner of SEED Capital Denmark K/S.
  -- Managing director of DTU Symbion Innovation A/S. 
  -- Member of the Supervisory Board of Alkalon A/S, Amminex A/S, Observe
     Medical ApS, 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 and managing director of DTU Symbion Innovation A/S.



Re item 6. Election of auditors.

The Supervisory Board recommends the re-election of PricewaterhouseCoopers.



                                      - o -

                                        

For the proposals in items 4a (authorisation for the Supervisory Board) and 4b
(incentive scheme for the Executive Board) to be adopted, a majority of the
votes cast must support the proposal. For the proposals in item 4c (amendment
of the Articles of Association) to be adopted, the proposals must be supported
by at least two thirds of the votes cast and share capital voting rights
represented at the General Meeting. 

                                        

                            Copenhagen, 30 March 2012

                              The Supervisory Board

                                   Tivoli A/S
News Source: NASDAQ OMX



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Language:     English
Company:      Tivoli A/S
              
               
              Denmark
Phone:        
Fax:          
E-mail:       
Internet:     
ISIN:         DK0010040500
WKN:          
 
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