SimCorp

Pre-Annual General Meeting Information • Mar 3, 2017

In accordance with Article 8 of the Articles of Association, notice is hereby
given of the Annual General Meeting of SimCorp A/S to be held on Wednesday 29
March 2017 at 3:00 pm in SimCorp A/S, Weidekampsgade 16, 2300 Copenhagen S,
Denmark, with the following agenda:

1. The report of the Board of Directors on the activities of the Company
   during the past year.
2. Presentation and adoption of the audited annual report.
3. The Board of Directors' proposal for the distribution of profits or losses
   as recorded in the annual report adopted by the general meeting.
4. Election of members to the Board of Directors, hereunder Chairman and Vice
   Chairman of the Board of Directors.
5. Election of auditors. In accordance with the audit committee's
   recommendation the Board of Directors proposes reelection of
   PricewaterhouseCoopers Statsautoriseret Revisionspartner-selskab. The audit
   committee has been free from influence by a third party and has not been
   subject to any contract with a third party restricting the choice by the
   general meeting on the selection of a statutory auditor or an audit firm.
6. Any proposals from the Board of Directors or the shareholders.

6.A.
The Board of Directors proposes to reduce the share capital of the Company by
nominally DKK 1,000,000 from nominally DKK 41,500,000 to nominally DKK
40,500,000, equivalent to a reduction of the share capital by 1,000,000 shares
of DKK 1 each by cancellation of own shares. The reduction of the share capital
is executed in pursuance of Section 188 (1)(2) of the Danish Companies Act,
after which the reduction is effected by reduction of own shares which means
that the purpose of the reduction is payment to the shareholders. The own
shares in question were purchased by the Company in the period from 23 May 2014
until 23 October 2015 at a total purchase price of DKK 214,675,375.11. The
purchase price is entered at DKK 0 in the accounts of the Company since the
amount has been written off the equity capital. In consequence hereof, it is
proposed to amend Article 3, first sentence, of the Articles of Association as
follows:

“The share capital of the Company is DKK 40,500,000, say forty million five
hundred thousand 00/100, divided into shares of DKK 1 each or any multiples
thereof."

After the reduction there will be full coverage for the share capital and the
deposits and capital reserves that are restricted pursuant to the law and the
Articles of Association of the Company.

Before the reduction of the share capital is executed, the Company's creditors
will be convened via the electronic information system of the Danish Business
Authority in pursuance of section 192 of the Danish Companies Act. 4 weeks
after the expiry of the notification period of section 192 of the Danish
Companies Act the reduction of the share capital shall be finally executed and
the following amendment of the Articles of Association if so will be deemed
registered.

6.B.
It is proposed by the Board of Directors to grant authorisation to the Board of
Directors to increase the share capital without pre-emption rights for existing
shareholders at market price and with expiry on 1 March 2022.

Accordingly, it is proposed to amend article 4 of the Articles of Association
to the following:

"Article 4
The share capital may be increased in one or more issues of new shares by a
total nominal amount of up to DKK 4,000,000 (4,000,000 shares of DKK 1) without
pre-emption rights for the Company's existing shareholders and as directed by
the Board of Directors with respect to time and terms. The capital increase may
be effected in cash or by contribution of an existing business or specific
assets, in all cases at market price. This authority shall be valid for a
period of five years, expiring on 1 March 2022, and may be extended by the
general meeting for one or more periods of up to five years at a time.

The new shares shall be registered in the name of the holder in the Company's
register of shareholders. The new shares shall be negotiable instruments, and
no restrictions shall apply to the transferability of the shares. No shares
confer any special rights upon their holder and no shareholders shall be under
an obligation to have his shares redeemed in full or in part by the Company or
any other party."

6.C.
The Board of Directors proposes to amend the Company’s remuneration and
incentive policy for the Company’s employees, members of the Board of Directors
and the executive management board under section 139 of the Danish Companies
Act. The Board of Director’s proposal for an amended remuneration and incentive
policy is enclosed hereto.

6.D.
It is proposed by the Board of Directors to fix the total remuneration payable
to the directors in 2017 and until next Annual General Meeting as follows;
remaining un-changed from 2015 and 2016, except for the remuneration of the
nomination committee:

(i) a cash remuneration to ordinary board members of DKK 250,000, a cash
remuneration for the Chairman of the Board of DKK 625,000 whereas the cash
remuneration for the Vice Chairman of the Board is DKK 375,000.

(ii) a total market value of shares allotted to each ordinary board member of
DKK 125,000, a total market value of shares allotted to the Chairman of the
Board of DKK 312,500 whereas the total market value of shares allotted to the
Vice Chairman of the Board is DKK 187,500.

(iii) that the chairman of the audit committee of the Company in addition to
his normal remuneration receives 50% of the annual remuneration equalling a
cash remuneration of DKK 125,000 and shares at a total market value of DKK
62,500, and that members of the audit committee of the Company in addition to
their normal remuneration receives 25% of the annual remuneration equalling a
cash remuneration of DKK 62,500 and shares at a total market value of DKK
31,250.

(iv) that the chairman of the nomination committee of the Company in addition
to his normal remuneration receives 25% of the annual remuneration equalling a
cash remuneration of DKK 62,500 and shares at a total market value of DKK
31,250, and that members of the nomination committee of the Company in addition
to their normal remuneration receives 12.5% of the annual remuneration
equalling a cash remuneration of DKK 31,250 and shares at a total market value
of DKK 15,625.

(v) that any social costs associated with the Board of Directors’, the audit
committee’s and the nomination committee’s remuneration is covered by the
Company.

The number of SimCorp shares allotted will be based on a price corresponding to
the average price of the SimCorp share in a period of three business days after
publication of SimCorp's 2016 annual report. The number of SimCorp shares as
calculated will be transferred to the directors immediately after the
publication of SimCorp’s 2017 annual report. The directors must keep the shares
for at least one year provided, however, that they remain members of the Board
of Directors of SimCorp throughout this period.

6.E.
The Board of Directors asks the general meeting to authorise the Company, in
the period until the next Annual General Meeting, to purchase own shares of a
total nominal value of 10% of the Company's share capital, inclusive of the
Company’s current holding of own shares, see section 198 of the Danish
Companies Act. The consideration may not deviate by more than 10% from the bid
price quoted at Nasdaq Copenhagen at the time of acquisition. The bid price
quoted at Nasdaq Copenhagen means the closing price - all transactions at 5:00
pm.

1. AOB.

SPECIAL VOTING REQUIREMENTS

The adoption of the resolution proposed under 6 A and B above, see article 14
of the Articles of Association, requires a majority of at least two thirds of
both the votes cast and the share capital represented at the general meeting,
and that at least half of the share capital is represented at the general
meeting. If half of the share capital is not represented at the general
meeting, but the resolution is passed by a majority of at least 2/3 of both the
votes cast and of the share capital represented at the general meeting, the
resolution may be passed at a new general meeting to be convened within 2 weeks
thereafter, by a majority of at least 2/3 of both the votes cast and of the
share capital represented at such new general meeting.

The adoption of the resolutions proposed under 6 C, D and E above requires a
simple majority, see article 14 of the Articles of Association and the Danish
Companies Act section 105.

SHARE CAPITAL AND VOTING RIGHTS

The Company’s share capital is DKK 41,500,000 divided into shares of DKK 1 each
and multiples thereof. Each share of DKK 1 nominal value entitles the holder to
one vote.

ADMISSION CARD AND PROXY etc.

Registration Date:
A shareholder’s right to participate in the general meeting and the number of
votes, which the shareholder is entitled to cast, is determined in accordance
with the number of shares held by such shareholder on the registration date.
The shareholding of each individual shareholder is determined on the
registration date, based on the number of shares held by that shareholder as
registered in the register of shareholders and on any notice of ownership
received by the Company for the purpose of registration in the register of
shareholders.

The registration date is 22 March 2017, and only persons who are shareholders
on this date and whose shareholding i) is registered in the register of
shareholders or ii) has been notified to the Company for the purposes of
registration herein are entitled to vote and participate in the general
meeting.

Admission Card:
A shareholder may participate in the general meeting either personally (with or
without an advisor) or by proxy. As a new initiative, ordered admission tickets
will be sent out electronically. This requires that the shareholder’s email
address is registered on the Investor Portal. The email address may be
registered at registration for the general meeting. After registration, the
shareholder will receive an electronic admission card. The admission card can
be printed or brought on a smartphone or tablet. If a shareholder forgets the
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 of the general meeting. It will still be possible to have admission
cards sent by ordinary mail.

Admission cards can be acquired through the Company’s website
www.simcorp.com/AGM2017, by contacting VP Investor Services A/S by phone +45
4358 8893 or fax +45 4358 8867 or through VP Investor Services A/S’ website
www.vp.dk/gf. Registration must take place no later than 24 March 2017.

Proxies and Postal Votes:
It is possible to vote by proxy, either by issuing a proxy to the Board of
Directors or to a third party. A shareholder may issue a proxy through the
Company’s website (www.simcorp.com/AGM2017), by logging on to the Investor
Portal no later than 24 March 2017.

In addition, a shareholder may vote by postal vote, which can also be done
electronically through the Company’s website no later than 28 March 2017.

A written proxy or postal vote form can also be obtained at the Company’s
website or ordered per e-mail to AGM2017@simcorp.com. Further, the Company may
be advised about the appointment of a proxy by e-mail. When voting by written
proxy, the attorney must provide a written and dated power of attorney. A
written proxy must be received by the Company no later than 24 March 2017. A
written postal vote must be received by the Company no later than 28 March
2017. Postal votes already received by the Company cannot be recalled by the
shareholder.

To ensure identification of any shareholder choosing to exercise his or her
right to vote by proxy or by postal vote (unless this is done via the Investor
Portal at www.simcorp.com/AGM2017), the proxy or the postal vote must be signed
by the shareholder and with capital or printed letters stating such
shareholder's full name and address. If the shareholder is a legal person, the
relevant central business register (CVR) no. or other corresponding
identification must also be clearly stated in the proxy and the postal vote.
Proxies and postal votes must be sent to VP Investor Services A/S,
Weidekampsgade 14, P.O. box 4040, 2300 Copenhagen S, or by email to
vpinvestor@vp.dk.

Language:
The Annual General Meeting will be conducted in English. Simultaneous
interpretation from English to Danish will be available at the meeting.

Miscellaneous:
Shareholders may in writing submit questions regarding the agenda, documents to
be presented at the general meeting or the Company's position in general.
Questions can be submitted by way of e-mail to AGM2017@simcorp.com or mail to
the address of the Company.

The following information is available for the shareholders at the Company’s
website www.simcorp.com/AGM2017: (i) this notice of Annual General Meeting,
(ii) the agenda together with the full text of the proposals, (iii) any
documents to be presented at the general meeting, (iv) the aggregate number of
shares and votes at the date of notice, and (v) forms to be used by
shareholders for voting by proxy or by letter.

                    Copenhagen, Friday 3 March 2017

                              SimCorp A/S

                  On behalf of the Board of Directors

Enquiries regarding this announcement should be addressed to:
Klaus Holse, Chief Executive Officer, SimCorp A/S (+45 3544 8802, +45 2326 0000)
Søren Strøm, Chief Financial Officer (Interim), SimCorp A/S (+45 3544 6853, +45
2019 3144)

Company Announcement no. 03/2017