Release no. 7/2016
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:
Thursday 28 April 2016 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 about amendment of the authorizations in 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 Copenhagen prior to the acquisition.
-
Election of members of the Board of Directors
- The Board of Directors proposes that Ib Kunøe, 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 2015.
-
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 2015, 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 14,212,321.
Re. item 4:
The Board of Directors proposes to amend Art. 5.1 to read as follows:
"5.1
Until 28th April 2020, 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 28th April 2020, 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 5:
The Board of Directors recommends that the proposal be adopted.
Adoption requirements
For adoption of the proposals under the items 2, 3, 5, 6 and 7 on the agenda simple majority is required.
For adoption of the proposals under the items 4 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 Thursday 21 April 2016, 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 e-mail to cgr@columbusglobal.com. Registration must reach Computershare A/S or the Company no later than 25 April 2016 at 12:00pm 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 25 April 2016 at 10:00am 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 27 April 2016 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 1 April 2016 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 2015
• 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 142,123,215 corresponding to 113,698,572 shares of nominal DKK 1.25.
Each share of nominal DKK 1.25 provides 1 vote.
Ballerup, 29 March 2016
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.
