The extraordinary general meeting of SimCorp A/S was held on Wednesday 17 April 2013.
The shareholders passed with the requisite majority and quorum all below resolutions as proposed by the Board of Directors, and the company’s Articles of Association have been amended accordingly.
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.”
Please find an updated set of articles of association at the company’s website.
Enquiries regarding this announcement should be addressed to:
Klaus Holse, Chief Executive Officer, SimCorp A/S (+45 3544 8802, +45 2326 0000) or
Thomas Johansen, Chief Financial Officer, SimCorp A/S, (+45 3544 6858, +45 2811 3828)
SimCorp A/S
Company Announcement no. 24/2013