In accordance with Article 14 of the Articles of Association, notice is hereby given of an extraordinary general meeting in SimCorp A/S, Wednesday 16 May 2012, at 5:00 pm, Weidekampsgade 16, 2300 Copenhagen S, Denmark.
The agenda will be as follows:
Proposals from the Board of Directors. At the annual general meeting held on 29 March 2012, 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.
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 re-serves 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.”
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 46,000,000 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.
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 May 2012, 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/AGM2012 or at the Company’s registered office, Weidekampsgade 16, 2300 Copenhagen S (phone: 3544 8800 fax: 3544 8811), no later than 11 May 2012.
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 14 May 2012.
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 May 2012. 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/AGM2012.
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 AGM2012@simcorp.com or by mail to Weidekampsgade 16, 2300 Copenhagen S.
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 AGM2012@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/AGM2012: (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 let-ter.
Copenhagen, Wednesday 11 April 2012
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.