At SimCorp’s annual general meeting the shareholders approved the Board of Directors’ report on the company and the annual report for 2011. The shareholders re-elected Jesper Brandgaard as chairman of the Board, and Hervé Couturier and Simon Jeffreys as Board members. Further, Peter Schütze was elected as new vice-chairman of the Board. KPMG and PwC (PwC and Grant Thornton merged in 2011) were re-elected as the company’s auditors. Apart from the Board’s proposal 6B, the shareholders passed the Board’s resolutions, including the amendments to the Articles of Association, for the approval at an extraordinary general meeting.
The annual general meeting of SimCorp A/S was held on Thursday 29 March 2012.
Report, financial statements and dividend
The Chairman of the Board, Jesper Brandgaard and CEO, Peter L. Ravn presented the report on behalf of the Board of Directors. The shareholders adopted the Board of Directors’ report on the company’s activities and approved the audited annual report. The shareholders also adopted the Board of Directors’ proposal that dividend should be paid in the amount of DKK 30.00 per share of nominal DKK 10 for the fiscal year 2011 and the remainder is transferred to next year.
Election of members to the Board of Directors
The shareholders re-elected Jesper Brandgaard as chairman of the Board, and Hervé Couturier and Simon Jeffreys as Board members. Further, the shareholders elected Peter Schütze as new vice-chairman of the Board. In addition, the Board consists of Jacob Goltermann and Raymond John, elected by the company’s employees.
Election of auditors
The shareholders re-elected PwC Statsautoriseret Revisionspartnerselskab (PwC and Grant Thornton, Statsautoriseret Revisionsaktieselskab merged in 2011) and KPMG, Statsautoriseret Revisionspartnerselskab as the company’s auditors.
Resolutions proposed by the Board of Directors
Forming the necessary quorum, the shareholders passed with the requisite majority the following resolutions as proposed by the Board of Directors, including amendments to the company’s Articles of Association. However, not enough capital was represented at the meeting in order to pass the amendments to the Company’s Articles of Association under sections 6A and 6C, why an extraordinary general meeting will be summoned. The proposals of the Board of Directors were as follows:
The Board of Directors proposes to reduce the share capital of the Company by nominally DKK 1,000,000 from nominally DKK 46,000,000 to nominally DKK 45,000,000, equivalent to a reduction of the share capital by 1,000,000 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 18 September 2008 until 15 September 2010 for a total purchase price of DKK 75,088,659.90. 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 45,000,000, say forty-five million 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.
The employees and the management have decided to establish a voluntary scheme for the election of employee representatives to the Board of Directors under the rules governing representation at group level, whereby all employees in the group may vote at elections and are eligible for election to the Board of Directors as group representative or alternate. Consequently, the Board of Directors propose that the following wording in inserted as new article 15(3) of the Articles of Association:
“The Company has adopted a voluntary scheme for the election of employees to the Board of Directors pursuant to the rules on representation at group level. All employees in the SimCorp group of companies may vote at elections and are eligible to the Board of Directors. The voluntary scheme is further described in an election statute as approved by the Board of Directors. The number of employee elected Board members will correspond to the number mandated by the Danish legislation on company representation.”
The Board of Directors’ proposal for an amended remuneration and incentive policy for employees, members of the Board of Directors and the executive board under section 120 of the Danish Companies Act is enclosed hereto.
It is proposed by the Board of Directors to fix the total cash remuneration payable to the directors in 2012 and until next annual general meeting at DKK 1,600,000; remaining unchanged from 2011. It is also proposed by the Board of Directors in 2012, unchanged from 2011, to allot SimCorp shares to the directors at a total market value of further DKK 800,000. 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 2011 annual report. The number of SimCorp shares as calculated will be transferred to the directors by one fourth in each quarter, first at the end of June 2012 and last at the end of March 2013. The directors must keep the shares for at least one year provided, however, that they remain members of the Board of Directors of SimCorp throughout this period.
The Board of Directors asks the general meeting to authorise the Company, in the period until the next annual general meeting, to purchase own shares of a total nominal value of 10% of the Company's share capital, inclusive of 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 OMX Copenhagen at the time of acquisition. The bid price quoted at NASDAQ OMX Copenhagen means the closing price - all transactions at 5 p.m.
The shareholders passed the Board’s resolutions as set out above, including the amendments to the Articles of Association under sections 6A and 6C, for the approval at an extraordinary general meeting.
The Board of Directors decided to withdraw the proposal under section 6B, as there was not the requisite majority for the proposal at the general meeting. Consequently, the existing authorisation in Section 4 of the Articles of Association will continue to be valid until 1 March 2013.