Release no. 6/2014
According to Art. 8.3 of the Articles of Association, notice is hereby given of the Annual General Meeting of Columbus A/S to be held on:
Friday 25 April 2014 at 10.00
at Columbus, Lautrupvang 6, 2750 Ballerup, 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 that future annual reports shall be prepared in English unless the Board of Directors determines that the annual report shall be prepared in Danish as well.
- Proposal from the Board of Directors about amendment of the authorizations in Art. 4 and Art. 5 of the Articles of Association.
- 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.
- Election of members of the Board of Directors
- The Board of Directors proposes that Ib Kunøe, Claus Hougesen, Jørgen Cadovius, Sven Madsen and Peter Skov Hansen be re-elected. Information about the managerial posts held by the members of the Board of Directors is available in the Annual Report 2012.
- 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. item 3:
The Board of Directors proposes that the Annual General Meeting approves the Board of Directors’proposal for the allocation of profit as stated in the Annual Report for 2013, including
distribution of an ordinary dividend to shareholders of DKK 0.125 per share of DKK 1.25 (nom.), corresponding to total dividends of DKK 13,279,312.
Re. item 4:
The Board of Directors proposes that future annual reports shall be prepared in English unless the Board of Directors determines that the annual report shall be prepared in Danish as well.
The proposal entails that the following provision is inserted in article 14.2 of the articles of association: “The company’s annual report is prepared in English. The Board of Directors may decide that the annual report is to be prepared in Danish as well.”
Re. item 5:
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- 4.3. in the Articles of Association to read as follows:
”4.1
Until 25th April 2019, 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 25th April 2019, 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 25th April 2019 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.
It is proposed to amend Art. 5.1 to read as follows:
"5.1
Until 25th April 2019, 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), corresponding to 8,000,000 shares of DKK 1.25 (nominal). The warrants shall carry the right to subscribe for shares at market price at the time of allocation of the warrants.”
And Art. 5.4 to read as follows:
“5.4
Up to and including 25th April 2019, 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 27,243,750 (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 6
The Board of Directors recommends that the proposal be adopted.
Re. item 7
The Board of Directors proposes election of the following members to the Board of Directors:
Ib Kunøe
Jørgen Cadovius
Sven Madsen
Peter Skov Hansen
Re. item 8
The Board of Directors recommends re-election of the current auditor.
Adoption requirements:
For adoption of the proposals under the items 2, 3, 4, 6, 7 and 8 on the agenda simple majority is required.
For adoption of the proposals under the items 5 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 18 April 2014, at 23.59 CET.
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 22 April 2014 at 23.59 CET.
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 22 April 2014 at 23.59 CET.
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 24 April 2014 at 12.00pm CET. 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 2014 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 2013
• The forms which must be used when voting by proxy or postal votes
By the notice to convene annual general meeting Columbus A/S has registered a share capital of nominal DKK 132,793,116 corresponding to 106,234,493 shares of nominal DKK 1.25.
Each share of nominal DKK 1.25 provides 1 vote.
Ballerup, 24 March 2014
The Board of Directors of Columbus 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.
