SimCorp

AGM Information • Feb 27, 2013

The annual general meeting of SimCorp A/S will be held on Thursday 21 March
2013 at 3 pm, in SimCorp A/S, Weidekampsgade 16, 2300 Copenhagen S, Denmark.

The agenda will be as follows:

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.
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 1,500,000 from nominally DKK 45,000,000 to nominally DKK
43,500,000, equivalent to a reduction of the share capital by 1,500,000 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 10 June
2011 until 16 March 2012 for a total purchase price of DKK 144,325,677.24. 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 43,500,000, say forty-three 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 2018.

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 5,000,000 (5,000,000 shares of DKK 1) without
pre-emption rights to 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 as consideration for the Company’s acquisition of an
existing operation or specific assets, in all cases at market price. This
authority shall be valid for a period of five years, expiring on 1 March 2018,
and may be extended by the shareholders at the annual general meeting for one
or more periods of up to five years at a time.

The new shares shall be issued to bearer but may 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’ proposal for an amended remuneration and incentive
policy for employees, members of the Board of Directors and the executive board
under section 139 of the Danish Companies Act is enclosed hereto.

6.D

It is proposed by the Board of Directors to fix the total cash remuneration
payable to the directors in 2013 and until next annual general meeting at DKK
1,600,000; remaining unchanged from 2012. It is also proposed by the Board of
Directors in 2013, unchanged from 2012, to allot SimCorp shares to the
directors at a total market value of further DKK 800,000. Further, the Board of
Directors proposes 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 100,000 and shares at a total market value
of DKK 50,000. 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 2012 annual report. The number of
SimCorp shares as calculated will be transferred to the directors by one fourth
in each quarter, first at the end of June 2013 and last at the end of March
2014. 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 OMX Copenhagen at the time of acquisition. The bid price
quoted at NASDAQ OMX Copenhagen means the closing price - all transactions at 5
p.m.

1. AOB

SPECIAL VOTING REQUIREMENTS

The adoption of the resolutions 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 45,000,000 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 14 March 2013, and only persons who are shareholders
on this date and whose shareholding is registered in the register of
shareholder 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. Shareholders may register electronically for
the Annual General Meeting through the Company’s website
www.simcorp.com/AGM2013 by logging on to the Investor Portal. It is also
possible to register by returning the registration form available at the
Company’s website by mail or fax or by contacting SimCorp, Weidekampsgade 16,
2300 Copenhagen S (phone: +45 3544 8800, fax: +45 3544 8811). Registration must
take place no later than 18 March 2013. Admission cards will be sent by
ordinary mail.

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/AGM2013), by logging on to the Investor
Portal no later than 18 March 2013.

In addition a shareholder may vote by postal vote, which can also be done
electronically through the company’s website no later than 20 March 2013.

A written proxy or postal vote form can also be obtained at the Company’s
website or ordered from SimCorp A/S per e-mail to AGM2013@simcorp.com. Further
the Company may be advised about the appointment of a proxy by e-mail to
AGM2013@simcorp.com. 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 18 March 2013. A written postal vote must be received by
the Company no later than 20 March 2013. Postal votes already received by the
company cannot be recalled by the shareholder.

To ensure identification of any shareholder choosing to exercise his right to
vote by proxy or by postal vote (unless this is done by way of the Investor
Portal at www.simcorp.com/AGM2013), 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, Weidekampsgade 16, 2300 Copenhagen S.

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 AGM2013@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/AGM2013): (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, Wednesday 27 February 2013

                              SimCorp A/S

                  On behalf of the Board of Directors

Company Announcement no. 13/2013