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Annual general meeting of COWI Holding A/S - preliminary agenda

The annual general meeting in COWI Holding A/S will be held on Thursday, 21 March 2013 at 15:30 in the canteen at COWI Lyngby, Parallelvej 2, 2800 Kongens Lyngby.

If you wish to have a resolution at the agenda for the annual general meeting, your resolution must be submitted to the Board of Directors well in advance for it to be included in the agenda for the general meeting.

Any resolutions must be submitted to the Board of Directors via the secretariat, for the attention of Linda Vedel Andersen lva@cowi.dk, no later than Thursday, 7 February 2013.

We expect to issue the notice and the final agenda at the beginning of March 2013.

Kind regards
COWI Holding A/S

Preliminary agenda

(This is an unofficial translation from Danish. In case of discrepancies between the Danish original text and the English translation, the Danish version applies)

In accordance with article 9 of the company's articles of association, the agenda including complete proposals is as follows:

1 Management's report of the company's activities in the past year.

2 Presentation of the audited annual report made by the management.
Approval of the annual report and resolution on the discharge of the
Executive Board and the Board of Directors.

3 The Board of Directors' proposal for how to use the profit or cover the
deficit according to the approved annual report.
The Board of Directors proposes that a dividend of DKK xx be paid
(corresponding to DKK yy per outstanding share of the nominal value of
DKK 100), and that the rest DKK zz of the profit be carried over to the next
year.

4 Approval of the Board of Director's fee for current year.

5 Election of Chairman and Vice Chairman of the Board of Directors.
COWIfonden (the COWIfoundation) proposes to elect ….. as Chairman.
COWIfonden furthermore proposes to elect …. as Vice Chairman.

6 Election of the other members of the Board of Directors.
COWIfonden proposes to elect …... as new member of the Board of
Directors.
To the shareholders of COWI Holding A/S
This is an unofficial translation from Danish. In case of discrepancies
between the Danish original text and the English translation, the Danish
version applies.
PAGE 2/2
COWIfonden furthermore proposes to re-elect …..

7 Election of state-authorized public accountant to serve as the company's
auditor in the period until the next general meeting.
The Board of Directors proposes to re-elect PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab.

8 Authorisation to acquire own shares.

9 Authorisation of the Board of Directors to distribute special dividend.

10 Consideration of any proposals from the Board of Directors or
shareholders.

11 Other business.

LAST UPDATED: 16.09.2016