Notice to convene annual general meeting
Notice to convene annual general meeting
April 14, 2010 at 2:51 PM CEST
The shareholders of Columbus IT Partner A/S (CVR no. 13 22 83 45) are hereby given notice of the annual general meeting to be held on Monday April 26th 2010 at 10:00 a.m. At Columbus IT, 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 report. 4. Proposal from the Board of Directors that the general meeting authorises 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. 5. Election of members of the Board of Directors. (i) The Board of Directors proposes that Ib Kunøe, Claus Hougesen, Jørgen Cadovius, Carsten Gottschalck and Sven Madsen be re-elected. Information about the managerial posts held by the members of the Board of Directors is available in the Annual Report 2009. 6. Election of one or two state authorised public accountants as auditors. (i) The Board of Directors proposes that Deloitte Statsautoriseret Revisionsaktieselskab (CVR no. 24 21 37 14) be re-elected. 7. Proposals from the Board of Directors and the shareholders. (i) Proposals from the Board of Directors, primarily as a consequence of the new Danish Companies Act: (a) Change of the term “aktiebog” to “ejerbog” and change of the term “aktiebogsfører´” to “ejerbogsfører”. (b) References to ”aktieselskabsloven” to be changed to ”selskabsloven”, and references to sections proposed to be corrected in order to ensure consistency. (c) References to Aktiebog Danmark to be changed to Computershare A/S, references to Værdipapircentralen to be changed to VP Securities A/S, references to Copenhagen Stock Exchange to be changed to NASDAQ OMX Copenhagen A/S. (d) To delete Article 2.1 of the Articles of Association. In order to ensure consistency, headlines and numbering in the Articles of Association will be updated after the annual general meeting. (e) To amend Article 4.2 of the Articles of Association to read as follows: “The share capital is fully paid up. The shares shall be registered by name and shall be entered into the Company's register of shareholders. The Company's register of shareholders is kept by Computershare A/S, reg. no. 27 08 88 99, as the appointed registrar on behalf of the Company.” (f) To amend Article 5.1 of the Articles of Association to read as follows: “Until 27th April 2014, the Board of Directors has been authorized to increase the Company's share capital by up to DKK 37,500,000 nominal (equal to 30,000,000 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 acquisition 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 Directors may also resolve that all or part of the increase shall be done otherwise than by cash payment.” (g) To amend Article 7.3 of the Articles of Association to read as follows: “Dividends which have not been cashed within three years of the due date shall accrue to the Company.” (h) To amend Article 9.4 of the Articles of Association to read as follows: “An extraordinary General Meeting shall be held at the decision of the General Meeting, the Board of Directors, or the auditor or upon written request to the Board of Directors from shareholders holding at least 5% of the share capital, stating the matter to be addressed by the General Meeting.” (i) To amend Article 10.1 of the Articles of Association to read as follows:”General Meetings shall be called electronically by the Board of Directors via the Company's website: www.columbusit.com under Investor Relations with at least three weeks and no more than five weeks' notice, cf. Art. 20. Shareholders who have so requested by statement of their e-mail addresses shall receive notice of meeting by e-mail, cf. Art. 20.2. The Board of Directors shall issue a notice of meeting no later than 14 days after having received a request to call a General Meeting as in Art. 9.4.” (j) To amend Article 10.2 of the Articles of Association to read as follows: ”Notice of meeting shall contain the agenda for the General Meeting and shall give the most important parts of any resolutions for amendments to the Articles of Association. If a resolution to amend the Articles of Association shall be proposed in accordance with the Danish Companies Act Sec. 77 (2), Sec. 92 (1 or 5) or Sec. 107 (1 or 2), the Notice shall further give the full wording of the resolution. In the event that the General Meeting is in part to be conducted electronically, cf. Art. 9.2, the Notice shall further detail the specific requirements for the electronic systems to be used for electronic participation in the General Meeting, and shall also specify how shareholders shall give notice of electronic participation. The procedures associated with electronic participation in General Meetings will in due course be available at the Company's website: www.columbusit.com under Investor Relations.” (k) To amend Article 10.3 of the Articles of Association to read as follows: ”Proposals, which the shareholders wish to have considered at the Annual General Meeting, shall be submitted to the Board of Directors no later than six weeks before the date of the General Meeting. The Board of Directors shall determine if proposals received later than six weeks before the date of the General Meeting are received in due time for the proposal to be included on the agenda.” (l) To amend Article 10.4 of the Articles of Association to read as follows: ”For a consecutive period of three weeks starting not later than three weeks before the General Meeting is held, including the day when the General Meeting is held, the Company must make the following information available to the shareholders at the Company's website www.columbusit.com under Investor Relations: (x) The notice to convene the General Meeting (x) The total number of shares and voting rights at the date of the notice (x) The documents to be presented at the General Meeting. In relation with the Annual General Meeting the latest audited Annual Report must be available (x) The agenda and the proposed resolutions (x) The forms to be used for voting by proxy and voting by correspondence.” (m) To delete Article 10.5 of the Articles of Association. (n) To amend Article 12.1 of the Articles of Association to read as follows: “The right of a shareholder to attend a General Meeting and to vote is determined relative to the shares held by the share¬holder at the record date. The record date is one week before the General Meeting. Any shareholder shall be entitled to attend the General Meeting provided he has requested an admission card no later than three days before the General Meeting in accordance with the procedures available at the Company's website: www.columbusit.com under Investor Relations. In the event that the Board of Directors has decided to conduct the General Meeting in part electronically, cf. Art. 9.2, shareholders who wish to participate electronically in the General Meeting must no later than five days before the General Meeting have registered for this as specified at the Company's website: www.columbusit.com under Investor Relations.” (o) To amend Article 12.2 of the Articles of Association to read as follows: “Admission cards shall be given to shareholders registered in the Company's register of shareholders as per the record date, or who have requested the Company and/or Computershare A/S to be registered in the Company's register of shareholders no later than the record date.” (p) To amend Article 12.3 of the Articles of Association to read as follows: “Shareholders shall be entitled to attend in person or by proxy and may be accompanied by an adviser. If the shareholder is represented by a proxy, said proxy shall apply for an admission card to the General Meeting as stated in Art. 12.1 above. When applying for an admission card, the proxy shall submit a dated, written proxy. Appointments of the Company's Board of Directors as proxy may not exceed 12 months and shall be granted for a specific general meeting with an agenda that is known at the time of the appointment.” (q) To amend Article 13.2 of the Articles of Association to read as follows: “At the General Meeting only shareholders with admission cards shall be entitled to vote, cf. Art. 12.1 above. Shareholders have the right to vote by post according to the instructions determined by the Board of Directors.” (ii) No proposals have been received from the shareholders. 8. Any other business. For adoption of the proposals under items 2-6 of the agenda simple majority is required. For adoption of any proposals under item 7 (i) it is required that two-thirds of the votes cast as well as the voting share capital represented at the general meeting assent hereto. Adoption of articles necessary to bring the Company's Articles of Association in line with Danish company law will be considered to be duly adopted by the general meeting when just one shareholder votes in favour of the proposal. By the notice to convene annual general meeting Columbus IT Partner A/S has registered a share capital of nominal DKK 99,130,775 corresponding to 79,304,620 shares of nominal DKK 1.25. Each share of nominal DKK 1.25 provides 1 vote. Pursuant to Article 12.1 of the Articles of Association shareholders that wish to participate in the general meeting may order admittance cards on the Company's website www.columbusit.com under “Investor Relations” no later than April 21st 2010 at 10:00 a.m. If the shareholder is represented by a proxy, the proxy shall order admittance card as stated above against presentation of a written and dated proxy, which shall not be more than one year old. Proxy forms are available on the Company's website www.columbusit.com under ”Investor Relations”. The admittance card will be delivered to the shareholder registered in the Company's shareholders' register or against presentation of a transcript of depot from VP Securities A/S or from the accounting institute which shall be no more than 8 days old as documentation for the ownership of shares. Shareholders have the right to ask questions in relation to the agenda before the annual general meeting as well as during the annual general meeting. Nordea is the credit institution appointed by the Company, through which the shareholders can exercise their financial authorities. No later than April 14th 2010 the agenda, the full wording of proposals for the general meeting and the annual report for 2009 will be available at the Company's office for inspection by the Company's shareholders and will also be sent by e-mail to any registered shareholder which together with information about their e-mail addresses have requested this. 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.