Notice to convene Annual General Meeting
Release no. 6/2012
Notice to convene Annual General Meeting
According to Art. 8.3 of the Articles of Association, notice is hereby given of the Annual General Meeting of Columbus IT Partner A/S to be held on:
Friday 27 April 2012 at 10.00
at Columbus, Lautrupvang 6, 2750 Ballerup, auditorium with the following agenda:
- Board of Directors‘ report on the business of the Company during the past year.
- Presentation and approval of the annual report.
- Resolution on the appropriation of profit or covering of loss as recorded in the adopted Annual Report.
- Proposal from the Board of Directors about amendment of the authorizations in Art. 4 and 5 of the Articles of Association 4 and 5.
- Proposal from the Board of Directors that the general meeting authorizes the Board of Directors for a period of 18 months from the date of the General Meeting to acquire for the Company up to 10 per cent of the Company‘s share capital against payment which shall not deviate more than 10 per cent up or downwards from the latest listed price of the shares at NASDAQ OMX Copenhagen prior to the acquisition.
- Update of the guidelines for incentive programs.
- Change of company name to Columbus A/S and change of Art. 1 of the Articles of Association.
- Election of members of the Board of Directors
- The Board of Directors proposes that Ib Kunøe, Claus Hougesen, Jørgen Cadovius, Sven Madsen and Ulla Krossteig be re-elected. Information about the managerial posts held by the members of the Board of Directors is available in the Annual Report 2011. Futhermore, the Board of Directors proposes the election of Peter Skov Hansen as alternate member. Peter Skov Hansen is considered independent, cf. the recommendations for corporate governance.
- Election of one or two state authorized public accountants as auditors.
- The Board of Directors proposes that Deloitte Statsautoriseret Revisionsaktieselskab (CVR no. 24 21 37 14) be re-elected.
- Any other business
Full wording of proposals
Re. item. 2:
The Board of Directors recommends that the Annual Report be approved.
Re. pkt. 3:
The Board of Directors recommends that the result for the year be transferred to next year in occordance with the proposal stated in the Annual Report.
Re. pkt. 4:
The Board of Directors recommends that the proposal of amending the authorities in Art. 4 and 5 in the Articles of Association be adopted.
In relation to this, it is proposed to amend Art. 4.1- 4.4. in the Articles of Association to read as follows:
"4.1
Until 27th April 2014, the Board of Directors has been authorized to increase the Company's share capital by up to DKK 20,000,000 nominal (equal to 16,000,000 shares of DKK 1.25 (nominal)) in one or more tranches by payment in cash, conversion of debt or by contribution of other assets than cash. The capital increase shall take place with pre-emptive rights to the Company's existing shareholders.
4.2
Until 27th April 2014, the Board of Directors has been authorized to increase the Company's share capital by up to DKK 20,000,000 nominal (equal to 16,000,000 shares of DKK 1.25 (nominal)) in one or more tranches by payment in cash, conversion of debt or by contribution of other assets than cash. The capital increase shall take place without pre-emptive rights to the Company's existing shareholders.
4.3
In addition to the authorizations noted in Art. 4.1 and 4.2 above, the Board of Directors shall be authorized until 27th April 2014 as part of issuing new shares in favor of employees of the Company or its subsidiaries, to increase the share capital by up to DKK 607,500.00 in one or more tranches without granting prior rights to existing shareholders. The new shares shall be issued at a subscription price which may be lower than the market price as determined by the Board of Directors.
4.4
With respect to new shares subscribed to in accordance with Art. 4.1 - 4.3 above, the same rules shall apply as those applying to existing shares in the Company, including that the shares shall be issued electronically, that they shall be negotiable instruments registered by name in the register
of shareholders, and that in the event of any future increases in the share capital, no restrictions shall apply to the pre-emptive right attaching to the shares, unless otherwise stated in these Articles of Association".
This proposal is a consequence of the new registration process from the Danish Business Authority.
and it is proposed to amend Art. 5.1 — 5.4 to read as follows:
"5.1
Until 27th April 2017, the Board of Directors shall be authorized to issue warrants in one or more tranches to employees and members of the Board of Directors of the Company and its subsidiaries of up to DKK 10,000,000 (nominal). The warrants shall carry the right to subscribe for shares at market price at the time of allocation of the warrants.
5.2
Shareholders of the Company shall have no pre-emptive rights for warrants issued in accordance with the authorization in Art. 5.1.
5.3
The Board of Directors shall determine the specific terms of the warrants issued in accordance with the authorization in Art. 5.1, including whether a consideration shall be paid for acquisition of the warrants issued.
5.4
Up to and including 27th April 2017, the Board of Directors shall be authorized to increase the Company's share capital in one or more tranches by up to a total of DKK 13,695,833 (nominal) against cash payment when warrants are exercised. Shareholders of the Company shall have no pre-emptive rights to shares issued as part of issued warrants being exercised".
Re. item 5
The Board of Directors recommends that the proposal be adopted.
Re. item 6:
The Board of Directors recommends that the proposal of udating the Companys guidelines for incentive programs be adopted.
Re. item 7:
The Board of Directors recommends that the proposal be adopted.
In relation to this proposal, it is proposed to amend Art. 1 if the Company's Articles of Association to read as follows:
"1.1 The name of the Company is Columbus A/S.
1.2 The secondary name of the Company is Columbus IT Partners A/S."
Re. item 8
The Board of Directors proposes election of the following members to the Board of Directors:
Ib Kunøe
Jørgen Cadovius
Claus Hougesen
Sven Madsen
Ulla Krossteig
And
Peter Skov Hansen (alternate member)
About Peter Skov Hansen:
Born 1951, shipping education in APM Mærsk, state authorized public accountant in 1980, partner from 1981.
Besides from auditing, Peter Skov Hansen has been engaged in consultancy within Corporate Finance, Tax and business development for a wide spectrum of small and mid-sized companies within IT and property.
For a number of years Peter Skov Hansen has managed the tax department and the Deloitte Birkerød office and been a member of the management team in Copenhagen.
With the recommendation of electing Peter Skov Hansen as an alternate member, the Board of Directors wishes to strengthen the accounting, auditing and tax compentencies. In addition the Board of Directors wishes to have an alternate member who has the required independency to hold the position as Chairman of the Audit Committee.
Re. pkt. 9
The Board of Directors recommends re-election of the current auditor.
Adoption requirements:
For adoption of the proposals under the items 2, 3, 5, 6, 8 and 9 on the agenda simple majority is required.
For adoption of the proposals under the items 4 and 7 on the it is required that two-thirds of the votes cast as well as the voting share capital represented at the general meeting assets hereto.
Registration date:
The date of registration is Friday 20 April 2012, at 23.59.
Only shareholders who possess shares in the Company at the expiration of the registration date are entitled to participate and vote at the Annual General Meeting. On expiry of the date of registration, the shares held by each of the Company‘s shareholders on the date of registration date is determined on the basis of the shares registered in the register of shareholders and duly evidenced notifications to the Company of share acquisitions not yet entered in the register of shareholders, but received by the Company before expiry of the date of registration.
Participation is furthermore conditional on the shareholder‘s punctual requisitioning of an admission card as described below.
Procedure for participating in and voting at the Companys Annual General Meeting:
Requisition of admission cards:
Admission cards can be ordered electronically at the Company's website www.columbusglobal.com > Investor, by submission of registration form to Computershare A/S, Kongevejen 418, 2840 Holte (or by fax 4546 0998), by written request to the Company's office at Lautrupvang 6, 2750 Ballerup (or by fax 7020 0701) or by e-mail to cgr@columbusglobal.com. Registration must reach Computershare A/S or the Company no later than 23 April 2012.
Proxies:
A proxy form can be downloaded and printed from www.columbusit.com > Investor, and sent completed and signed to Computershare A/S, Kongevejen 418, 2840 Holte (or by fax 4546 0998). The proxy must reach Computershare A/S no later than 23 April 2012.
Postal voting:
Shareholders can also vote in writing. A postal voting form can be downloaded and printed from www.columbusit.com > Investor, and sent completed and signed to Computershare A/S, Kongevejen 418, 2840 Holte (or by fax 4546 0998). The proxy must reach Computershare A/S no later than 26 April 2012 at 12.00. Received postal votes cannot be withdrawn.
Further information:
Questions from shareholder regarding the agenda must be submitted in written form to the Company.
The share issuing bank is Nordea A/S, through which shareholders may exercise their financial rights.
Information from the Company
No later than 4 April 2012 the following information will be available to the shareholders at the Company's website www.columbusit.com > Investor:
• This agenda including the full wording of proposals for the Annual General Meeting
• The total number of shares and entitled voters at the time of notice to convene the Annual General Meeting
• The documents which will be presented at the Annual General Meeting, including the audited Annual Report 2011
• The forms which must be used when voting by proxy or postal votes
By the notice to convene annual general meeting Columbus IT Partner A/S has registered a share capital of nominal DKK 132,174,366.25 corresponding to 105,739,493 shares of nominal DKK 1.25.
Each share of nominal DKK 1.25 provides 1 vote.
Ballerup, 30 March 2012
The Board of Directors of Columbus IT Partner A/S
Translation: In the event of any inconsistency between this document and the Danish language version, the Danish language version shall be the governing version.