Notice to convene annual general meeting
Notice to convene annual general meeting
April 8, 2009 at 11:15 AM 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 27th 2009 at 10:00 a.m. At Columbus IT, Lautrupvang 6, 2750 Ballerup, meeting room 4, 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 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 2008. The Board of Directors also proposes that Carsten Gottschalck is elected as a new member. Information about the managerial posts held by Carsten Gottschalck, who is considered as being independent, is available in the full wording of proposals for the general meeting. 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: (a) 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 20,496,048.75 nominal (equal to 16,396,839 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. (b) To amend Article 5.2 of the Articles of Association to read as follows: In addition to the authorization noted in Art. 5.1 above, the Board of Directors shall be authorized until 27th April 2014 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. (c) To amend Article 6.1 of the Articles of Association to read as follows: Until 27th April 2014, the Board of Directors shall be authorized to issue warrants in one or more tranches to employees and directors of the Company and its subsidiaries of up to DKK 4,750,000.00 (nominal). The warrants shall carry the right to subscribe for shares at market price at the time of allocation of the warrants. (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) a - c 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 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” no later than April 22nd 2009 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. 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 17th 2009 the agenda, the full wording of proposals for the general meeting and the annual report for 2008 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.