In accordance with Article 14 of the Articles of Association, notice is hereby given of an extraordinary general meeting in SimCorp A/S, Wednesday 14 May 2014, at 1:00 pm, Weidekampsgade 16, 2300 Copenhagen S, Denmark.
The agenda will be as follows:
At the annual general meeting held on 31 March 2014, the proposal to reduce the Company's share capital was adopted by a majority of more than two thirds of both the votes cast and of the share capital represented at the general meeting. Since, however, less than 50 % of the share capital was represented at the general meeting the proposal was not adopted, and the Board of Directors therefore makes the proposal at the extraordinary general meeting.
The Board of Directors proposes to reduce the share capital of the Company by nominally DKK 2,000,000 from nominally DKK 43,500,000 to nominally DKK 41,500,000, equivalent to a reduction of the share capital by 2,000,000 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 17 October 2012 until 21 November 2013 at a total purchase price of DKK 325,390,276. 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 41,500,000, say forty-one 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.
Any other business.
Special coting requirements
The adoption of the resolution proposed under item 1 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 43,500,000 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.
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 7 May 2014, 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.
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/AGM2014 or at the Company’s registered office, Weidekampsgade 16, 2300 Copenhagen S (phone: 3544 8800 fax: 3544 8811), no later than 9 May 2014.
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 12 May 2014. Proxy given to the annual general meeting on 31 March 2014 shall also apply at this subsequent extraordinary general meeting, unless the proxy expressly has been revoked.
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 12 May 2014. Postal votes already received by the Company cannot be recalled by the shareholder.
A written proxy form and a written postal vote form are available at the Company’s website www.simcorp.com/AGM2014.
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 AGM2014@simcorp.com or by mail to Weidekampsgade 16, 2300 Copenhagen S.
Shareholders may in writing submit questions regarding the agenda or the Company's position in general. Questions can be submitted by way of e-mail to AGM2014@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/AGM2014: (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, Friday 11 April 2014
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.
Enquiries regarding this announcement should be addressed to:
Klaus Holse, Chief Executive Officer, SimCorp A/S (+45 3544 8802, +45 2326 0000)
Thomas Johansen, Chief Financial Officer, SimCorp A/S (+45 3544 6858, +45 2811 3828)
Company Announcement no. 21/2014