AGM Information • Apr 11, 2012
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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 16 May
2012, at 5:00 pm, Weidekampsgade 16, 2300 Copenhagen S, Denmark.
The agenda will be as follows:
Re 1
Proposals from the Board of Directors. At the annual general meeting held on 29
March 2012, the proposals were voted in favour for by a majority of more than
two thirds of both the votes cast and the votes represented at the general
meeting. Since, however, less than half of the voting share capital was
represented at the general meeting the proposals were not adopted, and the
Board of Directors therefore makes the proposals at the extraordinary general
meeting.
Re 1A
The Board of Directors proposes to reduce the share capital of the Company by
nominally DKK 1,000,000 from nominally DKK 46,000,000 to nominally DKK
45,000,000, 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 18
September 2008 until 15 September 2010 for a total purchase price of DKK
75,088,659.90. 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 45,000,000, say forty-five million
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.
Re 1B
The employees and the management have decided to establish a voluntary scheme
for the election of employee representatives to the Board of Directors under
the rules governing representation at group level, whereby all employees in the
group may vote at elections and are eligible for election to the Board of
Directors as group representative or alternate. Consequently, the Board of
Directors propose that the following wording in inserted as new article 15(3)
of the Articles of Association:
“The Company has adopted a voluntary scheme for the election of employees to
the Board of Directors pursuant to the rules on representation at group level.
All employees in the SimCorp group of companies may vote at elections and are
eligible to the Board of Directors. The voluntary scheme is further described
in an election statute as approved by the Board of Directors. The number of
employee elected Board members will correspond to the number mandated by the
Danish legislation on company representation.”
Re 2
Any other business.
Special voting requirements
The adoption of the resolutions proposed under items 1 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
Share capital and voting rights
The Company’s share capital is DKK 46,000,000 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 registration date is 9 May 2012, 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/AGM2012 or at
the Company’s registered office, Weidekampsgade 16, 2300 Copenhagen S (phone:
3544 8800 fax: 3544 8811), no later than 11 May 2012.
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 14 May 2012.
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 15 May 2012.
Postal votes already received by the Company cannot be recalled by the
shareholder.
A written proxy form and a written postal vote form is available at the
Company’s website www.simcorp.com/AGM2012.
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, 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 [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/AGM2012: (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, Wednesday 11 April 2012
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.
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