Per Aarsleff Holding — Proxy Solicitation & Information Statement 2016

Jan 6, 2016

Copenhagen, 2016-01-06 10:41 CET (GLOBE NEWSWIRE) -- The annual general meeting
of Per Aarsleff A/S will be held on 29 January 2016 at 15:00 at the company’s
headquarters, Lokesvej 15, 8230 Aabyhoej, Denmark, with the following agenda:

1. Report by the Board of Directors on the activities of the company.

2. Presentation of the annual report and consolidated financial statements.

3. Decision as to the appropriation of profit or payment of losses in
   accordance with the approved annual report

4. Decision to grant discharge to the Executive Management and Board of
   Directors.

5. Discussion of proposals submitted by the Board of Directors and/or
   shareholders

Proposal from the Board of Directors:

The Board of Directors recommends that a new remuneration policy for Board of
Directors and Executive Management of Per Aarsleff A/S be approved. The
proposal to change the remuneration policy concerns the remuneration of the
Executive Management. In order to retain managerial expertise, it may be
decided to introduce a retention agreement, loyalty agreement or similar
agreements provided that the total value of the agreement does not exceed 125%
of the manager's fixed salary in the year of disbursement. Such agreements
shall be valid for a period of at least three years.

The Board of Directors recommends that the ordinary board remuneration per
board member amounts to an unchanged amount of DKK 200,000 for the financial
year 2015/2016 plus a multiple thereof for the deputy chairman and the chairman
and ordinary members of the Board of Directors in accordance with the
remuneration policy. The deputy chairman receives 1 times the ordinary board
remuneration and the chairman receives 2 times the ordinary board remuneration.
One ordinary board member receives 40% of the ordinary remuneration.

The Board of Directors proposes to split each B share of a nominal value of DKK
20 into ten shares with a nominal value each of DKK 2. Today, the B shares are
multiples of DKK 10, i.e. (2 x DKK 10) DKK 20, but after the stock split, they
will not be multiples. In the past couple of years, the price of a B share in
Per Aarsleff A/S has increased to more than DKK 2,400 per share. The purpose of
the proposed stock split is to enhance the liquidity of the share by making
trading in the share easier and more accessible, particularly for private
investors. The proposed stock split will also align the share price with
international and Danish share price levels. The share capital of the company
amounts to DKK 45,300,000 divided into DKK 2,700,000 A shares and DKK
42,600,000 B shares. The DKK 42,600,000 B shares are divided on 2,130,000
shares (each with a nominal value of DKK 20). After the proposed stock split,
the share capital will be unchanged, but the DKK 42,600,000 B shares will be
divided on 21,300,000 shares (each with a nominal value of DKK 2).

1. Election of members to the Board of Directors

It is proposed that all current board members be re-elected.

For information about the competencies of the Board of Directors, including
other managerial positions, refer to the sections in the annual report on
Corporate Governance and Executive Management and Board of Directors.

1. Election of auditor.

It is proposed that PWC, Statsautoriseret Revisionsaktieselskab, be re-elected.

1. Miscellaneous

Agenda etc.
The agenda and the proposals in full, the annual report of 2014/2015 including
management’s statement, income statement and balance sheet, consolidated
financial statements and auditor’s report will be available on the company's
website – www.aarsleff.com – from 7 January 2016.

No later than three weeks before the annual general meeting, the following
information will be available to the shareholders on the company's website:

1. Notice convening the annual general meeting, agenda and the complete
   proposals.
2. The total number of shares and voting rights at the date of the notice.
3. The documents to be presented at the annual general meeting.
   4.The forms to be used for voting by proxy and for postal voting.

Passing of special resolutions
For the passing of resolutions concerning the proposal for stock split (bullet
3, item 5 of the agenda), it is necessary that shareholders corresponding to at
least two thirds of the votes cast at the annual general meeting must vote in
favour of the resolution, cf. article 11 of the articles of association.

Date of registration
The right of a shareholder to attend the annual general meeting and to vote is
determined relative to the shares held by the shareholder on 22 January 2016
(date of registration). The shares held by each shareholder at the date of
registration are calculated on the basis of registration of the shareholder’s
ownership in the register of shareholders and notifications about ownership
received by the company for entry into the register of shareholders, but which
have not yet been registered in the register of shareholders.

Notice of attendance
Participation in the annual general meeting is conditional upon the shareholder
having obtained an admission card no later than Monday 25 January 2016 at 23.59
p.m. Admission cards may be requested at VP Investor Services A/S, tel. 43 58
88 93, via VP Investor Services A/S's website at www.vp.dk/gf, via the
Company's website at www.aarsleff.com/investorer or by returning the
registration form to vpinvestor@vp.dk or VP Investor Services A/S,
Weidekampsgade 14, P.O. Box 4040, 2300 København S.

Power of attorney
Power of attorneys can be submitted via VP Investor Services A/S's website at
www.vp.dk/gf or at www.aarsleff.com/investorer no later than Monday 25 January
2016. The form for power of attorneys can be downloaded at
www.aarsleff.com/investorer, printed and submitted by e-mail before the
deadline mentioned above to vpinvestor@vp.dk or by ordinary mail to VP Investor
Services A/S, Weidekampsgade 14, P.O. Box 4040, 2300 København S.

Postal vote
The postal vote can be submitted via VP Investor Services A/S's website at
www.vp.dk/gf or at www.aarsleff.com/investorer no later than Thursday 28
January 2016 at 23.59 a.m. The postal vote form can be downloaded at
www.aarsleff.com/investorer, printed and submitted by e-mail before the
deadline mentioned above to vpinvestor@vp.dk or by ordinary mail to VP Investor
Services A/S, Weidekampsgade 14, P.O. Box 4040, 2300 København S.

Questions
At the annual general meeting, the Board of Directors and the Executive
Management will answer questions from the shareholders on matters of relevance
to the assessment of the annual report, the company’s position and any other
questions to be addressed at the annual general meeting.

The size of the share capital and voting right
The share capital of the company amounts to DKK 45,300,000 divided into DKK
2,700,000 A shares and DKK 42,600,000 B shares. Article 10 of the articles of
association determines the following as to voting rights: A shares shall carry
100 votes per DKK 100, and B shares shall carry 1 vote per DKK 10.

The Board of Directors of Per Aarsleff A/S

     General Manager Ebbe Malte Iversen, Per Aarsleff A/S, tel. +45 8744

2222.