Notice of extraordinary general meeting in SimCorp A/S
In accordance with Article 14 of the Articles of Association, notice is hereby given of an extraordinary general meeting in SimCorp A/S, Wednesday 17 April 2013, at 10:00 am, 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 21 March 2013, 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 1,500,000 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.
Re 1B
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.”
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 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 registration date is 9 April 2013, 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/AGM2013 or at the Company’s registered office, Weidekampsgade 16, 2300 Copenhagen S (phone: 3544 8800 fax: 3544 8811), no later than 12 April 2013.
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 15 April 2013.
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 April 2013. 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/AGM2013.
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 AGM2013@simcorp.com 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 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, (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, Tuesday 26 March 2013
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.
Company Announcement no. 20/2013