AGM Information • Mar 13, 2009
AGM Information
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SimCorp A/S Weidekampsgade 16 2300 Copenhagen S Denmark Telephone: +45 35 44 88 00 Telefax: +45 35 44 88 11 E-mail: [email protected] www.simcorp.com
Company reg. no: 15 50 52 81
Company Announcement no. 03/2009 13 March 2009
The annual general meeting of SimCorp A/S will be held
Tuesday, 31 March 2009 at 3:00 p.m. in "Den Sorte Diamant", The Danish Royal Library, Søren Kierkegaards Plads 1, 1221 Copenhagen K.
The agenda:
Notice of Annual General Meeting in SimCorp A/S
consequence hereof, it is proposed to amend Article 4, first sentence, of the Articles of Association as follows:
"The share capital of the company is DKK 46,000,000, say forty-six 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 Commerce and Companies Agency in pursuance of Section 46(1) of the Danish Public Companies Act, after which the final execution of the reduction of the share capital and the following amendment of the Articles of Association if so will be notified to the Danish Commerce and Companies Agency no later than 12 months after registration of the resolution, see Section 46(5) of the Danish Public Companies Act.
B. The Board of Directors proposes to amend the Articles of Association to reflect that the Board of Directors is responsible for appointing the Executive Management Board of the Company and that the Executive Management Board may consist of 1 up to 5 members of which the Board of Directors shall appoint one member as Chief Executive Officer. Accordingly, it is proposed that the following be inserted after item 3 in Article 18 of the Articles of Association:
"The Board of Directors shall appoint the management board of the Company consisting of 1 to 5 members of which one member by the Board of Directors shall be appointed Chief Executive Officer."
"The Board of Directors may resolve that the Company's Register of Shareholders be kept by the appropriate officer of the Company or by a registrar outside the Company designated by the Board of Directors. The Company's registrar is VP Investor Services A/S, (VP Services A/S), Weidekampsgade 14, P.O. Box 4040, 2300 København S."
Notice of Annual General Meeting in SimCorp A/S
fourth in each quarter, first at the end of June 2009 and last at the end of March 2010. 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.
The adoption of the resolutions proposed under 6 A, B, C and D above, see Article 16 of the Articles of Association, requires a majority of at least two thirds of both the votes cast and the votes represented at the general meeting, and that at least half of the voting 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 voting 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 voting share capital represented at such new general meeting.
The Company's share capital is DKK 49,250,000 divided into shares of DKK 1 each and multiples thereof. Each share of DKK 1 nominal value entitles the holder to one vote.
All the Company's shareholders may attend the annual general meeting either in person (accompanied by an adviser, if necessary) or by proxy. According to Article 11 of the Articles of Association, shareholders wishing to attend the general meeting must obtain an admission card from VP Investor Services, Weidekampsgade 14, 2300 København S or from the Company not later than Thursday 26 March 2009. If you wish to attend the general meeting by proxy, we kindly ask you to sign and date the enclosed instrument of proxy and return it to the Company so the Company receives it no later than Thursday 26 March 2009. Alternatively, the Company's shareholders may under "Investors" at the Company's website (www.simcorp.com) log on to VP InvestorPortalen and order admission cards and complete instruments of proxy. This must also be done by Thursday 26 2009 at the latest.
Copenhagen, Friday 13 March 2009 SimCorp A/S On behalf of the Board of Directors
Notice of Annual General Meeting in SimCorp A/S
SimCorp's General Meeting 2008 has adopted an overall policy for the remuneration and incentive programmes in SimCorp, the overall objective being to promote the employees' and management's awareness of profitable growth and SimCorp's long-term goals. SimCorp's Board of Directors proposes minor adjustments to be made in respect of the remuneration principles, primarily with the objective of allowing SimCorp to offer restricted stocks as part of the long-term incentive programme. The adjusted remuneration principles take effect when the shareholders have approved the remuneration principles at the annual general meeting in March 2009 provided, however, that the changes will not be implemented until the calendar year 2010.
The most important elements of this policy are:
The short-term incentive programme consists of a cash bonus which is linked to the achievement of a number of pre-defined company, unit and/or individual targets for an employee. The business targets on Group level (the corporate bonus scheme) will typically be related to growth in business and EBIT margin for the SimCorp Group. The Board of Directors sets the targets for corporate bonuses prior to each financial year and the targets are the same for all employees in the Group including management.
An employee may decide to use her or his corporate bonuses as an investment in the long-term incentive programme.
The long-term incentive programme is first and foremost related to the absolute development of the share price of SimCorp. The company's long-term incentive programme is designed so as to enhance the Group's focus on shareholders' long-term interests.
SimCorp applies three instruments: employee shares, restricted stock and stock options.
Notice of Annual General Meeting in SimCorp A/S
The company offers employee shares to its employees. The employee share programme is closely linked to the corporate bonus scheme – and hence the value of the corporate bonus scheme is increased as well as the employees' attention to the share price.
Based on the results for the SimCorp Group the corporate bonus is calculated for each employee, who subsequently may choose to have the bonus amount paid out in cash or, alternatively, have it paid in SimCorp shares with a discount (currently 60%) to current market price. Such shares are locked up for a period of five years.
Restricted stock is a right, which at a certain point in time (the "Time of Grant") is granted an employee, to acquire a certain number of shares in SimCorp without consideration within a period after the Time of Grant of 2 up to 5 years (the "Acquisition Date"). The acquisition of full ownership rights in respect of the shares by the employee is conditional upon the employee being employed with SimCorp at the Acquisition Date, and that the SimCorp Group at the Acquisition Date has met certain defined targets.
Stock option programmes are revolving with options being granted and vesting over a number of years. The exercise price is to be higher than the market price of SimCorp shares at the time the options are granted, and options have a term up to five years.
Restricted stock and stock options are granted to members of management (see paragraph "Remuneration of the Executive Management Board") and selected key employees. Restricted stock and stock options are used as an incentive to retain key employees, who are considered crucial for SimCorp's long-term development. Typically restricted stock and stock options are granted to 5 to 10% of the employees in the Group. Up to 2% of the outstanding shares can be used for restricted stock and stock option programmes every year.
The shareholders approve the remuneration of the Board of Directors for the coming year at the annual general meeting.
The Chairmanship prepares a proposal regarding Board remuneration that is passed by the Board for presentation at the annual general meeting.
The level of the total remuneration for the Board of Directors proposed to the annual general meeting is in line with conventional compensation for Board of Directors of comparable, Danish companies. The remuneration is equal to all Board members. However, the chairman and the vice chairman receive 150 and 50%, respectively, more than the other members. The annual cash compensation constitutes two thirds of the total remuneration, and the value of SimCorp shares constitutes one third of the remuneration.
One third of the total remuneration is converted into a number of SimCorp shares by applying an average share price. The applied average share price for SimCorp shares is defined as the average share price in the 3-day-period following the release of the annual report. The calculated numbers of shares are transferred to the Board members' custody accounts with 25% of the number of shares per quarter. The cash compensation is also paid on a quarterly basis.
Notice of Annual General Meeting in SimCorp A/S
The shares must be held in custody by the Board members for a minimum period of one year after the shares are transferred to the Board members. This condition only applies to Board members continuing as members of the Board of Directors after the annual general meeting.
The Board participates neither in the short-term nor in the long-term incentive programmes. SimCorp reimburses Board members for relevant expenses such as travel and accommodation in relation to Board meetings. In case a Board member is spending significant time for travelling to and from Board meetings the Board member is entitled to a minor travel day fee per attended meeting. The size of the travel day fee is determined by the Board.
The Board of Directors approves the remuneration of the Executive Management Board for the coming financial year based on a proposal from the Chairmanship. At the annual general meeting the Chairman of the Board of Directors informs about the remuneration for the Executive Management Board.
The aggregate remuneration of the Executive Management Board consists of a fixed salary and participation in the short-term and the long-term incentive programme. The aggregated remuneration is evaluated against remuneration for Danish and international companies similar in size and with comparable business activities. The target salary constitutes the remuneration if all the predefined short-term incentive related targets are fully met.
| In percentage of base salary | |
|---|---|
| Base salary (cash and pension contribution) | 100 |
| Short-term incentive programme (at a maximum of) | 45 |
| Long-term incentive programme (at a maximum of) | 55 |
| Total | 200 |
Below the remuneration structure for the Executive Management Board is summarised:
The structure for remuneration of the Executive Management Board consists of a base salary which incorporates pension contribution; a short-term incentive programme at a maximum of 45% of the base salary; and a long-term incentive programme at a maximum of 55% of the base salary. The Board of Directors determines the allocation within the long-term incentive programme of employee shares, restricted stock and stock options. In addition to the above, there are other benefits such as company car whose value will be 10% of the base salary at a maximum.
The Executive Management Board participates in the short-term incentive programme with an annual cash bonus scheme of which the target value is 40% of the base salary. Typically the cash bonus is split equally on two measures: profitability (EBIT margin) and business growth; however other measures might be applied. As part of the approval of the short-term incentive programme the Board of Directors decides every year the target values for each measure for the coming year. The Board of Directors sets challenging short-term incentive targets. If the target values for the measures are exceeded (above 100% achievement of targets) the Board of Directors may decide to apply an incentive for "over-performance", in that case the actual total compensation for the Executive Management Board may exceed the target salary provided, however, that the short-term incentive compensation cannot exceed 45% of the base salary.
Notice of Annual General Meeting in SimCorp A/S
The incentive to long-term value creation is based on participation in the employee shares and granting of restricted stock and stock options.
The members of the Executive Management Board can be offered to participate in the company's employee share programme if certain minimum criteria for the short-term incentive programme are achieved. The discount granted in respect of the acquisition by the Executive Management Board of employee shares cannot exceed 10% of the base salary. Such employee shares are locked up for a period of five years.
Based on achieved results members of the Executive Management Board are granted restricted stock and/or stock options with an aggregate value at the time of grant of up to 55% of the base salary. In respect of stock options 50% of the allocated options are vesting after two years and 50% after three years and the exercise price is 10 and 15%, respectively, higher than the market price at the time of grant. The maturity of the options is five years. The value of the restricted stock and the stock options (Black-Scholes) is determined at the time of grant and the total value of allocated restricted stock and stock options cannot exceed 55% of the base salary. Unless the Executive Management Board member already holds SimCorp shares with a market value that exceeds the member's fixed cash salary it is furthermore a requirement that shares to which the individual has acquired full ownership rights on the Acuisition Date in respect of restricted stock and shares acquired by the individual on the exercise of stock options shall be held in trust for at least three years.
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