In accordance with Article 14 of the Articles of Association, notice is hereby given of an extraordi-nary general meeting in SimCorp A/S, Tuesday 26 April 2016, at 8:00 am, Weidekampsgade 16, 2300 Copenhagen S, Denmark. The agenda will be as follows:
At the annual general meeting held on 1 April 2016, the proposal regarding issue of new shares in the name of the holder was adopted by a majority of more than two thirds of both the votes cast and of the share capital represented at the general meeting. Since, however, less than 50 % of the share capital was represented at the general meeting the proposal was not adopted, and the Board of Directors therefore makes the proposal at the extraordinary general meeting.
As a consequence of changes in the Danish Companies Act, the Board of Directors proposes that new shares issued in accordance with the Board’s existing authority to increase the share capital in the future shall not be issued to bearer but in the name of the holder. In consequence hereof, it is proposed to amend Article 4, section 2, of the Articles of Association as follows:
”The new shares shall be registered in the name of the holder in the Company’s Register of Share-holders. 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 share-holders shall be under an obligation to have his shares redeemed in full or in part by the Company or any other party.”
At the annual general meeting held on 1 April 2016, the proposal to authorise the Board of Direc-tors to approve distribution of extraordinary dividends was adopted by a majority of more than two thirds of both the votes cast and of the share capital represented at the general meeting. Since, however, less than 50 % of the share capital was represented at the general meeting the proposal was not adopted, and the Board of Directors therefore makes the proposal at the ex-traordinary general meeting.
The Board of Directors proposes to authorise the Board of Directors, in accordance with sections 182-183 of the Danish Companies Act, to approve distribution of extraordinary dividends to the extent that the Company’s and the group’s financial situation warrants it. The extraordinary divi-dends must be reasonable in relation to the Company’s financial situation, must be in cash and in accordance with the limitations of the Danish Company’s Act. The Board of Directors proposes to insert the authorisation as a new article in the Articles of Association:
“EXTRAORDINARY DIVIDENDS, Article 23: The Board of Directors is authorised to approve dis-tribution of extraordinary dividends.”
Any other business.
SPECIAL VOTING REQUIREMENTS
The adoption of the resolutions proposed under item 1 and 2 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 capi-tal represented at the general meeting
SHARE CAPITAL AND VOTING RIGHTS
The Company’s share capital is DKK 41,500,000 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 19 April 2016, 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/AGM2016 or at the Company’s registered office, Weidekampsgade 16, 2300 Copenhagen S (phone: 3544 8800 fax: 3544 8811), no later than 21 April 2016. Admission cards will be sent by ordinary mail.
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 21 April 2016. Proxy given to the annual general meeting on 1 April 2016 shall also apply at this subsequent extraordinary general meeting, unless the proxy expressly has been revoked.
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 21 April 2016. Postal votes already received by the Company cannot be recalled by the shareholder.
A written proxy form and a written postal vote form are available at the Company’s website www.simcorp.com/AGM2016.
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 AGM2016@simcorp.com or by mail to Weidekampsgade 16, 2300 Copenhagen S.
Shareholders may in writing submit questions regarding the agenda or the Company's position in general. Questions can be submitted by way of e-mail to AGM2016@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/AGM2016: (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 letter.
Copenhagen, Monday 4 April 2016
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.
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. 12/2016