The extraordinary general meeting of SimCorp A/S was held on Wednesday 16 May 2012.
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.
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 reduc-tion 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 repre-sentation at group level, whereby all employees in the group may vote at elections and are eli-gible for election to the Board of Directors as group representative or alternate. Consequently, the Board of Directors propose that the following wording is 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.”
Please find an updated set of articles of association at the company’s website.
Enquiries regarding this announcement should be addressed to:
Peter L. Ravn, CEO, SimCorp A/S, (+45 3544 8800, +45 4076 1841) or
Thomas Johansen, CFO, SimCorp A/S, (+45 3544 8800, +45 2092 7454)