Notice to convene annual general meeting
Notice to convene annual general meeting
April 1, 2008 at 4:30 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 21st 2008 at 10:00 a.m. At Tietgensalen, Børsbygningen, Slotsholmsgade, 1217 København K with the following agenda: 1. Report by the Board of Directors 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. Resolution on granting of discharge to the management and the Board of Directors. 5. 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 the OMX Nordic Stock Exchange Copenhagen prior to the acquisition. 6. Election of members of the Board of Directors. (i) The Board of Directors proposes that Ib Kunøe, Claus Hougesen, Jørgen Cadovius and Sven Madsen be re-elected. 7. Election of one or two state authorised public accountants as auditors. (i) The Board of Directors proposes that Deloitte Statsautoriseret Revisionsaktieselskab (CVR-nr. 24 21 37 14) be re-elected 8. Proposals from the Board of Directors and the shareholders. (i) Proposals from the Board of Directors: 1. To amend article 2.1 to read as follows: ” The domicile of the Company is the municipality of Ballerup” 2. To revoke the current article 11.1, no. 4, thus article 11.1, no. 5 - 9 subsequently become article 11. 1, no. 4 - 8. 3. To amend article 20.2 to read as follows: ”Notice of annual general meeting and extraordinary general meeting shall be convened by email to the email address given to the Company by the shareholder. All official documents that according to the Danish Companies Act shall be enclosed to the Shareholders in connection with convening of general meetings will not be attached by email, but will be made available for inspection on the Company's website www.columbusit.com under Investor Relations. 4. Cf. article 69b of the Danish Companies Act, proposal for the adoption of general guidelines regarding incentive schemes for the Management. (ii) No proposals have been received from the shareholders. 9. Any other business. For adoption of the proposals under items 2-7 and item 8 (i) 4 of the agenda simple majority is required. For adoption of any proposals under item 8 (i) 1-3 it is required that two-thirds of the votes cast as well as the voting share capital represented at the General Meeting assent hereto. By the notice to convene annual general meeting Columbus IT Partner A/S has registered a share capital on nominal DKK 96,465,530 corresponding to 77,172,424 shares on nominal DKK 1,25. Every share on 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 grant a proxy and order admittance cards on the Company's website www.columbusit.com under “Investor” no later than April 16th 2008 at 10:00 p.m. 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 the Danish Securities Centre or from the accounting institute which shall be no more than 8 days old as documentation for the ownership of shares. Nordea is the credit institution appointed by the Company, through which the shareholders can exercise their financial authorities. No later than April 11th 2008 the agenda, the full wording of proposals for the general meeting and the annual report for 2007 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.