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SimCorp

AGM Information Apr 3, 2008

3384_iss_2008-04-03_6296e09c-e5d0-40b7-a5a2-52bf96175270.pdf

AGM Information

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SimCorp A/S Oslo Plads 12 DK-2100 Copenhagen O 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

Announcement no. 4/2008 3 April 2008

Announcement

Notice of extraordinary general meeting in SimCorp A/S

The extraordinary general meeting of SimCorp A/S will be held

Monday, 21 April 2008 at 10:00 a.m. at the company's offices, Oslo Plads 12, 2100 Copenhagen O, Denmark.

The agenda:

    1. Proposals from the Board of Directors. The proposals were approved by the annual general meeting held on 26 March 2008 by more than 2/3 of both the votes cast and of the voting share capital represented at the general meeting, but there was not sufficient share capital represented to pass the proposals.
  • A. It is proposed by the Board of Directors to change the denomination of the Company's shares from DKK 10 to DKK 1. This will allow the Company to implement a share split on OMX Nordic Exchange Copenhagen at a later time, whereby the Company's shares may be listed in denominations of DKK 1 or any multiple thereof instead of the existing denominations of DKK 10. Accordingly, it is proposed to amend Article 4 of the Articles of Association to the following:

"The share capital of the company is DKK 49,250,000, say forty nine million two hundred and fifty thousand 00/100, divided into shares of DKK 1 or any multiple thereof. The share capital has been fully paid up."

Further to the above, it is proposed to amend Article 5b, first sentence, of the Articles of Association, to the following:

"The Board of Directors is authorised in the period until 1 April 2009 to increase the Company's share capital on one or more occasions by up to a total nominal amount of DKK 900,000 (900,000 shares of DKK 1)(...)".

Announcement

Notice of extraordinary general meeting in SimCorp A/S

Finally, it is proposed to amend Article 15, first sentence, of the Articles of Association to the following:

"Each share of DKK 1 shall carry one vote at general meetings."

B. It is proposed by the Board of Directors that the authorization to the Board of Directors to increase the share capital is reduced from a nominal amount of DKK 15,000,000 to a nominal amount of DKK 10,000,000 and that the authorization is extended so it expires on 1 March 2013. Accordingly, it is proposed to amend Article 5a of the Articles of Association to the following:

"The share capital may be increased in one or more issues by a total nominal amount of up to DKK 10,000,000 (10,000,000 shares of DKK 1) as directed by the Board of Directors with respect to time and terms. This authority shall be valid for a period of five years, expiring on 1 March 2013, 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 capital increase may be effected by cash payment or otherwise. The capital increase may be effected without pre-emption rights to the Company's existing shareholders if the shares are issued at market price or as consideration for the Company's acquisition of an existing operation or specific assets of a value that equals the value of the shares issued. Except for the cases specified in the preceding period, the Company's existing shareholders shall have a right to subscribe new shares proportionately to their existing holdings. 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 shareholders shall be under an obligation to have his shares redeemed in full or in part by the Company or any other party."

C. Resolution to amend Article 10 of the Articles of Association. To meet new statutory requirements, it is proposed by the Board of Directors to amend Article 10 of the Articles of Association on notice of general meetings to the following:

"The general meeting of shareholders has the supreme authority in all matters and things pertaining to the Company subject to the limits set by statute and by these Articles.

General meetings shall be held at the registered office of the Company or in Greater Copenhagen.

General meetings shall be convened by the Board of Directors, giving no less than 2 weeks' and no more than four weeks' notice.

Notice of meetings shall be given in one leading daily paper and in the information system of the Danish Commerce and Companies Agency. In addition, written notice shall be given to all shareholders registered in the register of shareholders upon request.

The notice of the general meeting shall include the agenda of the meeting. Any proposed resolution requiring a special majority of votes to be adopted shall be specified in the notice of the meeting, which shall include the full wording thereof."

D. It is proposed by the Board of Directors to allow the use of electronic communication in future between the Company and the shareholders under section 65(b) of the Danish Public Compa-

Announcement

Notice of extraordinary general meeting in SimCorp A/S

nies Act. Accordingly, it is proposed to include the following provision in the Articles of Association as a new Article 22 (Electronic Communication):

"All communication from the Company to the shareholders may take place electronically by email, and general messages will be available to the shareholders on the Company's website, www.simcorp.com, unless otherwise provided by the Danish Public Companies Act.

Thus, the Company may send all notices to shareholders of annual and extraordinary general meetings, subscription lists, annual reports, stock market announcements and other general information to the shareholders by e-mail. The above documents will also be available at the Company's website, www.simcorp.com.

The Company shall ask all registered shareholders to provide their e-mail address for the purpose of sending messages, etc. The shareholders are responsible for ensuring that the Company has the correct e-mail address.

All communication from the shareholders to the Company may take place electronically by email to the e-mail address [email protected].

Further information about the system requirements and the electronic communication guidelines is available to the shareholders at the Company's website, www.simcorp.com."

  1. Any other business.

SPECIAL VOTING REQUIREMENTS

The adoption of the resolutions proposed under 1 A, B, C, and D above, see Article 16 of the Articles of Association, requires a majority of at least 2/3 of both the votes cast and of the voting share capital represented at the general meeting.

SHARE CAPITAL AND VOTING RIGHTS

The Company's share capital is DKK 49,250,000 divided into shares of DKK 10 each and multiples thereof. Each share of DKK 10 nominal value entitles the holder to one vote.

ADMISSION CARD AND PROXY

All the Company's shareholders may attend the 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 the Company, Oslo Plads 12, 2100 Copenhagen Ø (tel.: +453544 8800, fax: +453544 8789) not later than Wednesday, 16 April 2008.

Copenhagen, 3 April 2008 SimCorp A/S On behalf of the board of directors

Due to the expected short duration of the general meeting, the Company kindly announces that no refreshments will be served.

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