CORRECTION: Notice to convene annual general meeting
Notice to convene annual general meeting
According to the Article of Association item 8.3 notice is hereby given of the annual general meeting of Columbus IT Partner A/S held on Friday April 29th 2011 at 10:00 am. at Columbus IT Partners, Lautrupvang 6, 2750 Ballerup, auditorium, with the following agenda:
1. Board of Directors´ report on the business of the Company during the past year.
2. Presentation and approval of the annual report.
3. Resolution on application of profit or covering of loss in accordance with the approved annual re-port.
4. Proposal from the Board of Directors that the authorization in the articles of association item 4.1 is extended to DKK 20.000.000 nominal equal to 16.000.000 shares of DKK 1,25 as well as a corresponding change of the articles of association item 4.1.
5. Proposal form 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 Copen-hagen prior to the acquisition.
6. Election of members of the Board of Directors
The Board of Directors proposes that Ib Kunøe, Claus Hougesen, Jørgen Cadovius and Sven Madsen be re-elected. Information about the managerial posts held by the members of the Board of Directors available in the Annual Report 2010.Futhermore the Board of Directors propose the election of Ulla Krossteig, whom is considered independent, cf. corporate governance.
7. 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.
8. Proposal from the Board of Directors and the shareholders.
Clarification of the agenda items:
Re. item 2:
The Board of Directors recommends that the Annual Report be approved.
Re. item 3:
The Board of Directors recommends that the total income of the year be transferred to next year in ac-cordance with the proposal mentioned in the Annual Report.
Re. item 4:
The Board of Directors recommends that the proposal of extending the authorization mentioned in the articles of association be carried. The larger part of previous authorization has been utilized in connection with the latest capital increase.
§ 4.1
Until April 27th 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. If the share capital is increased at market price, including as payment for the Company´s ac-quisition of a going concern or other assets, the Board of Directors may decide that the capital increase may be done without granting prior rights to existing shareholders of the Company. The Board of Direc-tors may also resolve that all or part of the increase shall be one done otherwise than by cash payment.
Re. item 5:
The Board of Directors recommends that the motion is carried.
Re. item 6:
The Board of Directors proposes that election of the following:
Ib Kunøe
Jørgen Cadovius
Claus Hougesen
Sven Madsen
And
Ulla Krossteig
About Ulla Krossteig should be mentioned:
Education:
State-authorized public accountant. She retired in 2003.
Member of the Board for:
Svendborg Importfirma A/S
Re. item 7:
The Board of Directors suggests re-election of the current auditor.
Adoption requirements
For adoption of the proposal under items 2, 3, 5, 6, and 7 of the agenda simple majority is required.
For adoption of the proposal under item 4 it is required 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 April 22nd at 23:59.
Only shareholders whom possess shares in the Company at the expiration of 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 fur-thermore conditional on the shareholder´s punctual obtainment of an admission card as described below.
Procedure for participating in and voting at the Company´s General Meeting
Request of admission cards:
Admission to the Company´s general meeting is conditional to the Shareholder requesting an admission card no later than April 26th by 16.00. Requests can be made electronically at the Company´s
websitewww.columbusit.com/investor.
Proxies:
Proxies can be granted and postal votes cast electronically on the website www.columbusit.com/investor until Tuesday April 26th, at the latest, or in writing by using the proxy form obtainable from the Company´s website www.columbusit.com/investor and sending it to Columbus IT Partner A/S, Lautrupvang 6, DK-2750 Ballerup Att.: Line Windeløv Rasmussen or via e-mail lwr@dk.columbusit.com so the company receives it no later than April 26th.
A physical proxy can be omitted no later than April 29th at 10.00 if the admission card has been request-ed within the correct time.
Postal voting:
Postal votes can be cast electronically via www.columbusit.com/investor. The shareholders can also vote in writing by sending postal vote to the Company no later than April 28th at 23.59. A physical postal voting form can be downloaded from www.columbusit.com/investor and sent to Columbus IT Partner A/S, Lautrupvang 6, DK-2750 Ballerup Att.: Line Windeløv Rasmussen or via e-mail lwr@dk.columbusit.com so that it is received by the company no later than April 28th at 23.59. 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 April 7th 2011 the following information will be available to the shareholders at the
Company´s website www.columbusit.com/investor under investor relations:
• The agenda containing the full wording of proposals for the general meeting
• The total number of shares and entitled voters at the time of the calling of the general meeting, including the collected number of share classes if the Company´s share capital is divided into two or more classes.
• The documents which will be presented at the general meeting including the revised annual report for 2010
• The forms which must be used when voting by proxy or postal votes unless these are sent directly to the shareholders. Is these are not made public online details on the Company´s website will instruct how to obtain these in paper form.
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 April 4th 2011
The Board of Directors of Columbus IT Partner A/S
Translation: In the event of any inconsistency between this translation and the Danish language version, the Danish language version shall be the governing version.