Notice to convene Annual General Meeting
Company announcement no. 11/2024
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:
Thursday 25 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 to authorize the Board of Directors to acquire for
the Company up to 10 per cent of the Company‘s share capital
6. Election of members of the Board of Directors
7. Election of one or two state authorized public accountants as
auditors.
7.1. Election of state authorized public
accountants as auditors
7.2. Election of state authorized public
accountants as sustainability auditors
8. Proposal from the Board of Directors or shareholders
8.1. Amendment of Articles of Association
8.2. Authorization to the chairman of the meeting
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 2023 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 2023, 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 Kunøe
Sven Madsen
Peter Skov Hansen
Karina Kirk
Per Kogut
For further information about the individual Board members, see
Appendix 1.
Re. item 7.1:
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 7.2:
The Board of Directors recommends that Pricewaterhousecoopers
Statsautoriseret Revisionspartnerselskab, CVR-no. 33 77 12 31 be
elected to provide a statement on sustainability reporting in the
management’s review 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 in section 5.1 (issue of warrants), 5.4
(increase of the Company’s share capital in relation to exercise of
warrants) and 8.2 (electronically held General Meetings) in the
Company’s Articles of Association to be changed as follows:
“5.1 Until 25 April 2029, the Board of Directors is authorised
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 a nominal value of DKK 10,000,000, corresponding to 8,000,000
shares of a nominal value of DKK 1.25 and authorised to implement
the capital increases required for this purpose. The warrants will
carry the right to subscribe for shares at market price at the time
of allocation of the warrants”.
“5.4 Up to and including 25 April 2029, the Board of Directors
is authorised to increase the Company's share capital in one or
more tranches by up to a nominal value of DKK 13,999,997.75 against
cash payment when warrants are exercised. Shareholders of the
Company will have no pre-emptive rights to shares issued as part of
issued warrants being exercised”.
“8.2 Regardless of section 8.1, the Board of Directors is
authorised to decide that the Company’s General Meetings can be
held electronically without physical attendance. Participation in
such General Meetings will occur via the internet, video
conference, or telephone conference. Further details will be
specified in the invitation and can be found on the Company’s
website: www.columbusglobal.com under Investors”.
Re. item 8.2:
The board proposes that the chairman of the meeting be authorized
to notify the resolutions adopted by the General Meeting to the
Danish Business Authority (Erhvervsstyrelsen) and, in connection
therewith, to make any necessary amendments and additions,
including changes to the Articles of Association, as required by
the Danish Business Authority for the purpose of registering the
adopted resolutions.
Adoption requirements
For adoption of the proposals under the items 2, 3, 4, 5, 6, 7 and
8.2 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 date
The date of registration is 18 April 2024, 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 Meeting
Requisition of admission cards:
digitally via the Shareholder Portal on the Company’s website:
www.columbusglobal.com > Investors
by 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 Friday 19 April 2024 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 > Investors
by 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 Friday 19
April 2024 at 23:59 CET.
Postal voting:
Postal voting can be done:
digitally via the shareholder portal on the Company’s website:
www.columbusglobal.com > Investors
by 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 Thursday 25 April 2024 at 8.00am 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 2024 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 2023, the Remuneration
Report for 2023 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, 22 March 2024
Board 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 criteria
Pursuant 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 candidates
Below, 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 Kunøe
Born 1943
Chairman of the Board
Member of the Board since 2004,
re-elected in 2023
Does 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:
Consolidated Holdings A/S, X-Yachts A/S, X-Yachts Marina A/S, CALUM
Ballerup K/S, CALUM Åbyhøj K/S, CALUM Værløse K/S, CALUM
Bagsværdlund K/S, CALUM Rødovre K/S, Komplementarselskabet
Åbyhøj ApS, Komplementarselskabet Værløse ApS,
Komplementarselskabet Bagsværdlund ApS, Komplementarselskabet
Rødovre ApS, Komplementarselskabet Ballerup 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 Madsen
Born 1964
Member of the Board since 2007,
re-elected in 2023
CFO in Consolidated Holdings A/S
Member of the Audit Committee
Does not fulfill the Committee of Corporate Governance
definition 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:
Atea ASA, CHV III ApS, Dansk Emballage A/S
Member of the Board for:
Consolidated Holdings A/S, core:workers AB, core:workers Holding
A/S, X-Yachts A/S, X-Yachts Marina A/S,
Ejendomsaktieselskabet af 1920 A/S, CHV V A/S, DAN-Palletiser
Finans A/S, MonTa Biosciences ApS.
Special competencies:
General management, M&A, business development, economic and
financial issues.
Peter Skov Hansen
Born 1951
Member of the Board since 2012,
re-elected in 2023
Chairman of the Audit Committee
Fulfills 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 Kirk
Born 1971
Member of the Board since 2018,
re-elected in 2023
Owner of KIRK & CO., Executive and board advisory
Fulfills 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, BRO Kommunikation A/S
Special competencies:
General management, management of consulting companies, market and
customer leadership, business development and business
transformation.
Per Kogut
Born 1964
Member of the Board since 2022, reelected in 2023
Fulfills 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, Automize A/S
Special competencies:
General management, management of consulting companies, market and
customer leadership and business development.
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