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Notice to convene Annual General Meeting
Company announcement no. 8 March 22nd, 2021 |
Company announcement
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:
Tuesday 27 April 2021 at 10.00
at Columbus, Lautrupvang 6, 2750 Ballerup
In accordance with the government's policy and the authorities' general recommendations for limiting the risk of spreading the Covid-19 virus, the Board of Directors recommends that shareholders refrain from physically attending the General Meeting but instead use the opportunity to vote or give proxy to the Board in accordance with the instructions described further below.
Shareholders will be able to follow the Annual General Meeting via live webcast instead of attending in person. Shareholders can ask questions by telephone. See details regarding participation further below.
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. Proposal from the Board of Directors about extraordinary dividend payment, cf. section 182 of the Danish Companies Act of DKK 6 per share.
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. Presentation of and indicative ballot on the remuneration report.
7. Approval of updated remuneration policy for the Board of Directors and the Executive board, cf. section 139b of the Danish Companies Act.
8. Election of members of the Board of Directors
8.1. The Board of Directors proposes that Ib Kunøe, Sven Madsen, Peter Skov Hansen and Karina Kirk be re-elected.
9. Election of one or two state authorized public accountants as auditors.
9.1. The Board of Directors proposes that Deloitte Statsautoriseret Revisionspartnerselskab (CVR no. 33 96 35 56) be re-elected, as recommended by 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.
10. 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 2020
Re. item 4:
The Board of Directors proposes that the Company distributes an extraordinary dividend of DKK 6 per share. The distribution takes place with earned profits arising from the proceeds in connection with the Columbus’ divestment of To-Increase BV. As this transaction was completed in January 2021, proceeds were not earned until after the end of the financial year 2020.
For the fulfillment of the requirement in section 183 of the Danish Companies Act about presentation of a balance sheet, reference is made to the attached interim balance sheet of 31 January 2021.
The Board of Directors recommends that the extraordinary dividend payment be approved.
Re. item 5:
The Board of Directors recommends that the proposed authorization be approved.
Re. item 7:
The Board of Directors recommends that the General Meeting approves the Remuneration Report.
Re. item 7:
The updated remuneration policy replaces the remuneration policy which was approved at the Annual General Meeting in 2020, and the proposed changes are made as a consequence of updated guidance from relevant authorities and as the Board of Directors considers it appropriate to be able to remunerate board members on an ad hoc basis in connection with taking on special tasks.
The proposal for revised Remuneration Policy is sent out together with this notice to convene the Annual General Meeting.
Re. item 8:
The Board of Directors proposes re-election of the following Board members:
Ib Kunøe
Sven Madsen
Peter Skov Hansen
Karina Kirk
For further information about the individual Board members, please see Appendix 1.
Re. item 9:
The Board of Directors recommends that Deloitte Statsautoriseret Revisionspartnerselskab be re-elected.
Adoption requirements
For adoption of the proposals under the items 2, 3, 4, 5, 6, 7, 8 and 9 on the agenda simple majority is required.
Registration date
The date of registration is Tuesday 20 April 2021, 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 23 April 2021 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 23 April 2021 at 23:59pm 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 27 April 2021 at 8.00pm CET. Received postal votes cannot be withdrawn.
Attendance at live transmitted general meeting
Shareholders will be able to follow the Annual General Meeting via live webcast instead of attending in person. Shareholders can ask questions by telephone.
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 and telephone number will be sent via email.
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 5 April 2021 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
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 2020
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 155,777,665 corresponding to 124,622,132 shares of nominal DKK 1.25. Each share of nominal DKK 1.25 provides 1 vote.
Ballerup, 22 March 2021
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 2020
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:
Atea ASA, Consolidated Holdings A/S, X-Yacht A/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 and Kosmetolog Instituttet 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 2020
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:
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 Hansen
Born 1951
Member of the Board since 2012,
re-elected in 2020
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
Chairman of the Board for:
Topstykket A/S
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 2020
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)
Special competencies:
General management, management of consulting companies, market and customer leadership, business development and business transformation
Attachments
