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Columbus — AGM Information 2011
Apr 4, 2011
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Download source fileNotice 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:
-
Board of Directors´ report on the business of the Company during the past
year. -
Presentation and approval of the annual report.
-
Resolution on application of profit or covering of loss in accordance with
the approved annual re-port. -
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. -
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. -
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. -
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. -
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 Tuesday April 26th at 16:00.
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
[email protected] 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
[email protected] 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.