The annual general meeting of SimCorp A/S was held on Thursday 21 March 2013.
Report, financial statements and dividend
The Chairman of the Board, Jesper Brandgaard and CEO, Klaus Holse 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 35.00 per share of nominal DKK 10 for the fiscal year 2012 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, Peter Schütze as vice-chairman of the Board and Hervé Couturier and Simon Jeffreys as Board members. In addition, the Board consists of Jacob Goltermann and Raymond John, elected by the company’s employees.
Election of auditors
The shareholders re-elected KPMG, Statsautoriseret Revisionspartnerselskab as the company’s auditor.
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 6B, 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 1,500,000 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.
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:
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.”
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 2013 and until next annual general meeting at DKK 1,600,000; remaining unchanged from 2012. It is also proposed by the Board of Directors in 2013, unchanged from 2012, to allot SimCorp shares to the directors at a total market value of further DKK 800,000. Further, the Board of Directors proposes that the chairman of the audit committee of the company in addition to his normal remuneration receives 50 % of the annual remuneration equalling a cash remuneration of DKK 100,000 and shares at a total market value of DKK 50,000. 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 2012 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 2013 and last at the end of March 2014. 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 6B, for the approval at an extraordinary general meeting.
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. 18/2013