Company announcement no. 25/2026
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 23 April 2026 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. Approval of Remuneration Policy
6. Proposal to authorize the Board of Directors to acquire for the Company up to 10 per cent of the Company‘s share capital
7. Election of members of the Board of Directors
8. Election of one or two state authorized public accountants as auditors.
8.1. Election of state authorized public accountants as auditors
8.2. Election of state authorized public accountants as sustainability auditors
9. Proposals from the Board of Directors or shareholders
9.1 Proposal to reduce the Company’s share capital by cancellation of treasury shares
9.2 Proposal to extend the authorisations granted to the Board of Directors to increase the share capital
10. 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 2025 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 2025, 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 16,215,783.
Re. item 4:
The Board of Directors recommends that the General Meeting approves the Remuneration Report.
Re. item 5:
The Company’s remuneration policy is subject to approval by the general meeting upon any material change and at least every four years, cf. section 139(2) of the Danish Companies Act.
The Board of Directors recommends that the Company’s current remuneration policy, which was adopted at the Annual General Meeting in 2022, be continued without any substantive changes.
Re. item 6:
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 7:
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 8.1:
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 8.2:
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 9.1:
The Board of Directors proposes that the Company’s share capital of nominal DKK 162,157,830 be reduced by an amount corresponding to the Company’s holding of treasury shares as at 11 March 2026 at 23:59 hours, comprising 1,571,453 shares of a nominal value of DKK 1.25 each, corresponding to a total nominal amount of DKK 1,964,316.25, in addition to any additional treasury shares that the Company may acquire during the period from and including 12 March 2026 up to and including 17 April 2026 at 23:59 hours under the Company’s share buy-back programme, subject, however, to a maximum aggregate reduction of the Company’s share capital of nominal DKK 2,157,830 from DKK 162,157,830 to DKK 160,000,000.
The purpose of the reduction of the Company’s share capital is cancellation of the Company’s treasury shares, which, in accordance with the practice of the Danish Business Authority, corresponds to a distribution to the shareholders pursuant to section 188(1)(ii) of the Danish Companies Act.
In accordance with section 188(1)(ii) of the Danish Companies Act, the Company’s creditors will be invited to submit any claims against the Company within a four-week period. The invitation to the creditors will be published through the Company’s notification to the Danish Business Authority. The capital reduction will be finally effected immediately following the expiry of the four-week period.
Adoption of the proposal will result in an amendment of the stated share capital in article 3.1 of the Company’s Articles of Association, which will be reduced by an amount corresponding to the nominal capital reduction.
Re item 9.2
The Board of Directors’ existing authorisations set out in Articles 4.1, 4.2 and 4.3 of the Articles of Association to increase the Company’s share capital expire on 24 April 2026. In order to maintain the Board of Directors’ ability to continuously adapt the Company’s share capital, the Board of Directors proposes that the authorisations be extended until and including 22 April 2031, and that the duration stated in Articles 4.1, 4.2 and 4.3 of the Articles of Association be amended accordingly to reflect this extension, following which the provisions will have the following wording:
“4.1
Until and including 22 April 2031, 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 and including 22 April 2031, 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 and including 22 April 2031, 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”.
Adoption requirements
Adoption of the proposals set out in items 9.1 and 9.2 of the agenda requires that at least two thirds of the votes cast as well as two thirds of the share capital represented at the general meeting vote in favour of the proposals, cf. article 13.2 of the Articles of Association.
For adoption of the proposals under the items 2, 3, 4, 5, 6, 7 and 8 on the agenda simple majority is required, cf. article 13.1 of the Articles of Association.
Registration date
The date of registration is 16 April 2026, 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: cgr@columbusglobal.com.
Registration must reach Computershare A/S or the Company no later than Monday 20 April 2026 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.
