Notice of Annual General Meeting of SimCorp A/S

Pursuant to article 8 of the articles of association, notice is hereby given of the Annual General Meeting of SimCorp A/S to be held on Thursday 23 March 2023 at 3:00 pm CET at SimCorp A/S, Weidekampsgade 16, 2300 Copenhagen S, Denmark.

The agenda is the following:

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 appropriation of profit or loss as recorded in the adopted Annual Report.
4. Presentation and adoption of the Remuneration Report.
5. Election of members to the Board of Directors, including Chair and Vice-Chair of the Board of Directors.
6. Election of auditors.

In accordance with the Audit and Risk Committee's recommendation the Board of Directors proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab. The Audit and Risk Committee has been free from influence by a third party and has not been subject to any contract with a third party restricting the choice by the general meeting on the selection of a statutory auditor or an audit firm.

7. Any proposals by the Board of Directors or shareholders, including any proposal to authorize the company to acquire own shares.

7a. Proposals on Remuneration

1. The board of directors proposes to increase the remuneration payable to the directors by 5% from 2022 as follows:

1. Cash remuneration and allotment of SimCorp shares to The Board of Directors:

2. Cash remuneration and allotment of SimCorp shares to the Audit and Risk Committee in addition to their normal remuneration:

3. Cash remuneration and allotment of SimCorp shares to the Nomination and Remuneration Committee in addition to their normal remuneration:

4. Cash remuneration and allotment of SimCorp Shares to the Technology Committee in addition to their normal remuneration:

5. that in addition to the above fees, Board members and committee members receive a fixed travel allowance of EUR 2,500 in connection with travel to Board and/or committee related meetings outside their country of residence.

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 2022 annual report. The number of SimCorp shares as calculated will be transferred to the directors immediately after the publication of SimCorp’s 2023 annual report. Instead of receiving the one third of the total base remuneration in SimCorp shares, Board and committee members with residence outside of Denmark may choose to receive a cash payment instead. Such cash payment shall be invested in SimCorp shares and the requirement to hold the shares applies as set out below. The directors must keep the shares for at least one year after the shares were transferred, provided, however, that they remain members of the Board of Directors of SimCorp throughout this period.

7b. Share buyback

1. The Board of Directors proposes to authorise the Board of Directors on behalf of the company, in the period until 31 December 2024, to purchase own shares of a total nominal value of up to 10% of the company's share capital, including 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 Copenhagen at the time of acquisition.

8. Any other business.

SPECIAL VOTING REQUIREMENTS

The adoption of the resolutions on the agenda requires a simple majority, see article 14 of the articles of association and the Danish Companies Act section 105. Item 4 on the agenda requires an advisory vote only.

SHARE CAPITAL AND VOTING RIGHTS

The company’s share capital is DKK 40,500,000 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 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 16 March 2023, and only persons who are shareholders on this date and whose shareholding i) is registered in the register of shareholders or ii) has been notified to 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. Ordered admission tickets will be sent out electronically. This requires that the shareholder’s email address is registered on the Investor Portal. The email address may be registered at registration for the general meeting. After registration, the shareholder will receive an electronic admission card as a PDF. The admission card can be printed or brought on a smartphone or tablet. If a shareholder forgets the admission card for the general meeting, it can be obtained against presentation of appropriate proof of identification. Ballot papers will be handed out at the entry point of the general meeting.  Admission card may be picked up at the entry point of the general meeting if the shareholder does not wish to receive it by e-mail.

Admission cards can be acquired through the company’s website http://www.simcorp.com/AGM, by contacting VP Securities A/S (Euronext Securities) by phone +45 4358 8866 or through VP Securities A/S’ (Euronext Securities) website www.vp.dk/gf. Registration must take place no later than 20 March 2023 at 9:00 pm CET.

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 http://www.simcorp.com/AGM, by logging on to the Investor Portal no later than 20 March 2023 at 9:00 pm CET. In addition, a shareholder may vote by postal vote, which can also be done electronically through the company’s website no later than 22 March 2023, 12:00 noon CET.
 

A written proxy or postal vote form can also be obtained at the company’s website or ordered per e-mail to SCAGM@simcorp.com. Further, the company may be advised about the appointment of a proxy by e-mail. 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 20 March 2023 at 9:00 pm CET. A written postal vote must be received by the company no later than 22 March 2023, 12:00 noon CET. Postal votes already received by the company cannot be recalled by the shareholder.

To ensure identification of any shareholder choosing to exercise their right to vote by proxy or by postal vote (unless this is done via the Investor Portal at http://www.simcorp.com/AGM), the proxy or the postal vote must be signed by the shareholder and with capital or printed letters stating 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 VP Securities A/S (Euronext Securities), Nicolai Eigtveds Gade 8 DK-1402 Copenhagen, or by email to CPH-investor@euronext.com.

Language:
The annual general meeting will be conducted in English.

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 SCAGM@simcorp.com or mail to the address of the company.

The following information is available for the shareholders at the company’s website http://www.simcorp.com/AGM: (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.

With regards to collection and processing of personal data, reference is made to the company’s Cookie Policy, Privacy Policy and AGM Personal Data Policy, which are available on the company’s website.

Copenhagen, 28 February 2023

SimCorp A/S

On behalf of the Board of Directors

Enquiries regarding this announcement should be addressed to

Christian Kromann, Chief Executive Officer, SimCorp A/S (+45 2810 9090)
Michael Bjergby, Chief Financial Officer, SimCorp A/S (+45 3137 4171)
 

Company announcement no. 4/2023