Pre-Annual General Meeting Information • Apr 11, 2014
Preview not available for this file type.
Download Source FileIn accordance with Article 14 of the Articles of Association, notice is hereby
given of an extraordinary general meeting in SimCorp A/S, Wednesday 14 May
2014, at 1:00 pm, Weidekampsgade 16, 2300 Copenhagen S, Denmark.
The agenda will be as follows:
No. 1
At the annual general meeting held on 31 March 2014, the proposal to reduce the
Company's share capital was adopted by a majority of more than two thirds of
both the votes cast and of the share capital represented at the general
meeting. Since, however, less than 50 % of the share capital was represented at
the general meeting the proposal was not adopted, and the Board of Directors
therefore makes the proposal at the extraordinary general meeting.
The Board of Directors proposes to reduce the share capital of the Company by
nominally DKK 2,000,000 from nominally DKK 43,500,000 to nominally DKK
41,500,000, equivalent to a reduction of the share capital by 2,000,000 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 17 October
2012 until 21 November 2013 at a total purchase price of DKK 325,390,276. 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 41,500,000, say forty-one 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.
No. 2
Any other business.
Special voting requirements
The adoption of the resolution proposed under item 1 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.
Share capital and voting rights
The Company’s share capital is DKK 43,500,000 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 registration date is 7 May 2014, and only persons who are shareholders on
this date, and whose shareholding is registered in the shareholder register or
has been notified 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. Pursuant to article 9 of the Articles of
Association shareholders wishing to attend the general meeting must obtain an
admission card, either at the Company’s website www.simcorp.com/AGM2014 or at
the Company’s registered office, Weidekampsgade 16, 2300 Copenhagen S (phone:
3544 8800 fax: 3544 8811), no later than 9 May 2014.
Proxies and Postal Votes:
A shareholder may vote by proxy, either by issuing a proxy to the Board of
Directors or to a third party. When voting by proxy, the attorney must provide
a written and dated power of attorney. The Company provides written proxy
forms. A proxy must be received by the Company no later than 12 May 2014. Proxy
given to the annual general meeting on 31 March 2014 shall also apply at this
subsequent extraordinary general meeting, unless the proxy expressly has been
revoked.
A shareholder may vote by postal vote. The Company provides written postal vote
forms. Postal votes must be received by the Company no later than 12 May 2014.
Postal votes already received by the Company cannot be recalled by the
shareholder.
A written proxy form and a written postal vote form are available at the
Company’s website www.simcorp.com/AGM2014.
To ensure identification of any shareholder choosing to exercise his right to
vote by proxy or by postal vote, the proxy or the postal vote must be signed by
the shareholder and with capital or printed letters state 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 the Company by way of e-mail to [email protected] or by
mail to Weidekampsgade 16, 2300 Copenhagen S.
Miscellaneous:
Shareholders may in writing submit questions regarding the agenda or the
Company's position in general. Questions can be submitted by way of e-mail to
[email protected] or mail to the address of the Company.
The following information is available for the shareholders at the Company’s
website www.simcorp.com/AGM2014: (i) this notice, (ii) the agenda 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 11 April 2014
SimCorp A/S
On behalf of the Board of Directors
The duration of the general meeting is expected to be very short and therefore
no refreshments will be served.
Enquiries regarding this announcement should be addressed to:
Klaus Holse, Chief Executive Officer, SimCorp A/S (+45 3544 8802, +45 2326 0000)
Thomas Johansen, Chief Financial Officer, SimCorp A/S (+45 3544 6858, +45 2811
3828)
Company Announcement no. 21/2014
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.