Notice to convene Annual General Meeting
Company announcement no. 3/2023
According to Art. 9.1 of the Articles of Association, notice is
hereby given of the Annual General Meeting of Columbus A/S to be
held on:
Monday 24 April
2023 at 10.00 at
Columbus, Lautrupvang 6, 2750 Ballerup
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 the appropriation of profit or covering of loss
as recorded in the adopted Annual Report.
4. Presentation of and indicative ballot on the Remuneration
Report.
5. 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.
6. Election of members of the Board of Directors
7. Election of one or two state authorized public accountants as
auditors.
8. Proposal from the Board of Directors or shareholders
8.1 Amendment of Articles of Association
9. Any other business
Full wording of proposals
Re. item 1:The Board of Directors proposes that the General
Meeting takes note of the Board of Director’s report on the
business of the Company during the past year.
Re. item 2:The Board of Directors recommends that the Annual
Report 2022 be approved.
Re. item 3:The Board of Directors proposes that the General
Meeting approves the Board of Directors’ proposal for the
allocation of profit as stated in the Annual Report for 2022,
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 16,159,533.
Re. item 4:The Board of Directors recommends that the General
Meeting approves the Remuneration Report.
Re. item 5:The Board of Directors proposes 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. Re. item 6:The Board of Directors proposes re-election
of the following Board members:
Ib KunøeSven Madsen Peter Skov HansenKarina Kirk Per Kogut
For further information about the individual Board members, see
Appendix 1.
Re. item 7:The Board of Directors recommends that
Pricewaterhousecoopers Statsautoriseret Revisionspartnerselskab,
CVR-no. 33 77 12 31 be re-elected in accordance with the
recommendation from the Audit Committee.
The Audit Committee has not been influenced by third parties and
has not been subjected to any agreement with third parties which
limits the General Meeting’s election of certain auditors or
auditing firms.
Re. item 8.1: The Board of Directors proposes that the current
authorizations to the Board of Directors to increase the Company’s
share capital, cf. section 4.1, 4.2 and 4.3 in the Company’s
Articles of Association to be changed as follows:
“4.1 Until 24 April 2026, the Board of Directors has been
authorised to increase the Company's share capital by up to DKK
20,000,000 in nominal value (equal to 16,000,000 shares of DKK 1.25
in nominal value) in one or more tranches by payment in cash,
conversion of debt or by contribution of assets other than cash.
The capital increase shall take place with pre-emptive rights to
the Company’s existing shareholders”.
“4.2 Until 24 April 2026, the Board of Directors has been
authorised to increase the Company's share capital by up to DKK
20,000,000 in nominal value (equal to 16,000,000 shares of DKK 1.25
in nominal value) in one or more tranches by payment in cash,
conversion of debt or by contribution of assets other than cash.
The capital increase shall take place without pre-emptive rights to
the Company’s existing shareholders”.
“4.3 In addition to the authorisations mentioned in Articles 4.1
and 4.2 above, the Board of Directors is authorised until 24 April
2026, without granting prior rights to existing shareholders, to
increase the share capital by up to DKK 607,500 in one or more
tranches as part of issuing new shares in favor of employees of the
Company and its subsidiaries. The new shares will be issued at a
subscription price which may be lower than the market price as
determined by the Board of Directors”.
Art. 4.4 – 4.6 remain unchanged.
Adoption requirementsFor adoption of the
proposals under the items 2, 3, 4, 5, 6 and 7 on the agenda simple
majority is required.
For adoption of the proposals under item 8.1 on the agenda it is
required that two-thirds of the votes cast as well as the voting
share capital represented at the general meeting accedes hereto. In
addition, at least half of the share capital must be represented,
cf. section 13.2 in the Company’s Articles of Association.
Registration dateThe date of registration is
Monday 17 April 2023, 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
Company’s Annual General
MeetingRequisition of admission cards:digitally via the
Shareholder Portal on the Company’s website: www.columbusglobal.com
> Investorsby submission of registration form to Computershare
A/S, Lottenborgvej 26D, 1st floor, 2800 Kgs. Lyngby (or by fax 4546
0998)The registration form can be downloaded from
www.columbusglobal.com > Investors 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 Thursday 20 April 2023 at 23:59 CET.
Ordered admission cards will be sent out by e-mail. This
requires that your email address is registered on the Shareholder
Portal, or that you register your e-mail address when ordering
admission card via the Shareholder Portal. After registration, you
will receive an electronic admission card. Bring your electronic
version on your smartphone or tablet. If you have forgotten your
admission card for the general meeting, it can be obtained against
presentation of appropriate proof of identification. Ballot papers
will be handed out at the entry point at the General Meeting.
Proxies: Proxies can be granted:digitally via the shareholder
portal on the Company’s website: www.columbusglobal.com >
Investorsby submission of proxy form to Computershare A/S,
Lottenborgvej 26D, 1st floor, 2800 Kgs. Lyngby (or by fax 4546
0998)The proxy form can be downloaded from www.columbusglobal.com
> Investors The proxy must reach Computershare A/S no later than
Thursday 20 April 2023 at 23:59 CET.
Postal voting:Postal voting can be done:digitally via the
shareholder portal on the Company’s website: www.columbusglobal.com
> Investorsby submission of postal voting form to Computershare
A/S, Lottenborgvej 26D, 1st floor, 2800 Kgs. Lyngby (or by fax 4546
0998)The postal voting form can be downloaded from
www.columbusglobal.com > Investors
The postal voting form must reach Computershare A/S no later
than 24 April 2023 at 8.00am CET. Received postal votes cannot be
withdrawn.
Live transmitted
General
MeetingShareholders will be able
to follow the Annual General Meeting via live webcast instead of
attending in person. Shareholders will not be able to ask questions
or vote via the webcast. Thus, shareholders who wish to participate
in the webcast and vote at the Annual General Meeting, must submit
postal voting or proxy to the Board of Directors or third party
prior to the Annual General Meeting.
Shareholders who wish to follow the Annual General Meeting via
live webcast must inform Columbus via email to
cgr@columbusglobal.com. Accordingly, link to webcast will be sent
via email.
Further informationQuestions from shareholders
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 31 March 2023 the following information will be
available to the shareholders at the Company’s website
www.columbusglobal.com > Investors:
- This agenda including the full wording of proposals for the
Annual General Meeting and information about the nominated Board
candidates (appendix 1)
- 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 2022, the Remuneration
Report for 2022 and the proposed revised Articles of
Association.
- 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 161,595,330,
corresponding to 129,276,264 shares of nominal DKK 1.25. Each share
of nominal DKK 1.25 provides 1 vote.
Ballerup, 23 March 2023Board of Directors, Columbus A/S
Appendix 1: Election of members to the Board of
Directors
Election of members to the Board of Directors and
recruitment criteriaPursuant to Columbus A/S’ Articles of
Associations, the Board of Directors must consist of 3-7 members to
be elected by the general meeting for a term of one year.
When nominating new Board members, management experience,
professional and financial competencies needed to ensure that the
Board has the necessary competencies to be able to manage the
interests of the Company and thereby the shareholders are carefully
assessed.
Besides competencies and qualification, new candidates are
selected on the basis of criteria such as the need for seniority,
renewal and diversity.
The Company’s Articles of Association do not include
restrictions concerning the number of times a member is allowed to
be re-elected to the Board of Directors. Seniority in itself is not
a crucial criterion, but the Board of Directors finds that long
seniority and thereby extensive experience for part of the Board
members is highly beneficial to the company. Seniority combined
with continuous renewal ensure a broad-based composition of the
Board of Directors.
Gender, age and nationality are not qualifications alone, but
are part of the total assessment of the competencies of a board
candidate.
Information about proposed candidatesBelow,
competencies and directorships in other companies are described for
each of the proposed candidates.
It is the Board of Director’s assessment that the proposed
candidates represent the necessary competencies in the Board of
Directors to ensure that the size, composition and competencies of
the Board of Directors is such that constructive discussions and
efficient decision-making process can be ensured during Board
meetings.
Ib KunøeBorn 1943Chairman of the BoardMember of
the Board since 2004,re-elected in 2022Does not fulfill the
Committee of Corporate Governance definition of independency
Education:Holds an HD Graduate Diploma in Organisation and
Management as well as a background as a professional officer
(major).
Chairman of the Board for:Atea ASA, Consolidated Holdings A/S,
X-Yacht A/S, CALUM Ballerup K/S, CALUM Åbyhøj K/S, CALUM Værløse
K/S, CALUM Bagsværdlund K/S, Komplementarselskabet Åbyhøj ApS,
Komplementarselskabet Værløse ApS and Komplementarselskabet
Bagsværlund ApS
Member of the Board for:Atrium Partner A/S
Special competencies: Company management, including management
of IT companies, development of and dealing with companies.
Sven MadsenBorn 1964Member of the Board since
2007,re-elected in 2022CFO in Consolidated Holdings A/SMember of
the Audit CommitteeDoes not fulfill the Committee of Corporate
Governancedefinition of independency
Education:Holds a Graduate Diploma in Financial and Management
Accounting and an MSc in Business Economics and Auditing
Chairman of the Board for:CHV III ApS
Member of the Board for:Atea ASA, Consolidated Holdings A/S,
core:workers AB, core:workers Holding A/S, X-Yachts A/S,
Ejendomsaktieselskabet af 1920 A/S, CHV V A/S, DAN-Palletiser
Finans A/S and MonTa Biosciences ApS.
Special competencies:General management, M&A, business
development, economic and financial issues.
Peter Skov HansenBorn 1951Member of the Board
since 2012,re-elected in 2022Chairman of the Audit
CommitteeFulfills the Committee of Corporate Governance definition
of independency
Education:Completed State Authorized Public Accountant education
in 1980, registered as non-practicing
Member of the Board for:X-Yachts A/S
Special competencies:Business development and financial,
accounting and tax related issues.
Karina KirkBorn 1971Member of the Board since
2018,re-elected in 2022Owner of KIRK & CO., Executive and board
advisoryFulfills the Committee of Corporate Governance definition
of independency
Education:Holds a Master of Science in International Business
Administration (1996), NYU Stern School of Business, MBA selected
classes (1994), Executive, Board Leadership and Governance
(2017)
Member of the Board for:Ringsted Olie A/S
Special competencies:General management, management of
consulting companies, market and customer leadership, business
development and business transformation.
Per KogutBorn 1964Member of the Board since
2022Fulfills the Committee of Corporate Governance definition of
independency
Education:Per Kogut holds a Master, Public Administration &
IT science from the University of Copenhagen.
Chairman of the Board for:Digital Hub Denmark, Epista life
science A/S
Member of the Board for:Loyal Solutions A/S
Special competencies:General management, management of
consulting companies, market and customer leadership and business
development.
- SE_03_2023_Notice_to_convene_Annual_General_Meeting
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