At the extraordinary general meeting held on May 9, 2018, the below three proposals 1.A., 1.B. and 1.C. were 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 half of the share capital was represented at the general meeting the proposals were not adopted, and the Board of Directors therefore makes the proposals at this extraordinary general meeting.
The Board of Directors proposes to reduce the share capital of the Company by nominally DKK 190,767 from nominally DKK 40,690,767 to nominally DKK 40,500,000, equivalent to a reduction of the share capital by 190,767 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 May 24, 2016 until June 28, 2016 at a total purchase price of DKK 65,086,609.84. 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 40,500,000, say forty 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.
In order to have suitable Board candidates as members of both the audit committee and the nomination committee and secondarily with a view to ensure that SimCorp has the optimal basis for ensuring the Board of Directors' succession, the Board of Directors proposes that the Board consists of four to eight members, including a chairman and a vice-chairman elected by the general meeting instead of currently three to six members. Accordingly, the first sentence of the first paragraph in Article 15 is proposed to read as follows: “The Company shall be managed by a Board of Directors consisting of from four to eight members including a chairman and a vice-chairman who are elected by the General Meeting for terms of one year and who are eligible for re-election.”
The Board of Directors proposes to remove the requirement of a maximum age for members of the Board of Directors and accordingly, paragraph 5 of Article 15 with the wording “Candidates for the Board of Directors may not have reached the age of 70 as of the date of the general meeting where the election is held.” is proposed to be deleted.
Election of new member to the Board of Directors. Provided that the extraordinary general meeting accepts the above suggestion 1.B. to increase the number of Board members elected by the general meeting to 4-8, the Board proposes to elect Morten Hübbe as a seventh member of the Board.
Personal and educational background
Born 1972, Danish citizen, education BSc in International Business Administration and Modern Languages, MSc in Finance and Accounting and management programme at Wharton.
Group CEO of Tryg since 2011. From 2002-2011 Group CFO of Tryg.
Member of the Board of Tjenestemændenes Forsikring, KMD A/S and KMD Holding A/S.
Relevant competences and experience
Morten Hübbe brings chief executive management experience from a Danish listed company, currently holding the position as Group CEO in Tryg, one of the largest non-life insurance companies in the Nordic region, and hence also possessing solid know-how of working with key market players like investors and regulators.
Any other business.
SPECIAL VOTING REQUIREMENTS
The adoption of the resolutions proposed under item 1.A, 1.B. and 1.C. 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. The adoption of the resolution proposed under item 2 above requires a simple majority, see Article 14 of the Articles of Association and the Danish Companies Act section 105.
Share capital and voting rights
The Company’s share capital is DKK 40,690,767 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 May 24, 2018, 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/AGM2018, by contacting VP Investor Services A/S by phone +45 4358 8893 or through VP Investor Services A/S’ website www.vp.dk/gf. Registration must take place no later than May 25, 2018.
Ordered admission tickets will be sent out electronically. This requires that the shareholder’s email address is registered on the Investor Portal. The email address may be registered at registration for the general meeting. After registration, the shareholder will receive an electronic admission card. The admission card can be printed or brought on a smartphone or tablet. If a shareholder forgets the admission card for the general meeting, it can be obtained against presentation of appropriate proof of identification. Ballot papers will be handed out at the entry point of the general meeting. It will still be possible to have admission cards 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. A shareholder may issue a proxy through the Company’s website www.simcorp.com/AGM2018, by logging on to the Investor Portal no later than May 25, 2018. In addition, a shareholder may vote by postal vote, which can also be done electronically through the Company’s website no later than May 30, 2018.
A written proxy or postal vote form can also be obtained at the Company’s website or ordered per e-mail to AGM2018@simcorp.com. Further, the Company may be advised about the appointment of a proxy by e-mail. When voting by written proxy, the attorney must provide a written and dated power of attorney. A written proxy must be received by the Company no later than May 25, 2018. A written postal vote must be received by the Company no later than May 30, 2018. Postal votes already received by the Company cannot be recalled by the shareholder.
To ensure identification of any shareholder choosing to exercise his or her right to vote by proxy or by postal vote (unless this is done via the Investor Portal at www.simcorp.com/AGM2018), the proxy or the postal vote must be signed by the shareholder and with capital or printed letters stating 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 VP Investor Services A/S, Weidekampsgade 14, 2300 Copenhagen S, or by email to email@example.com
The Annual General Meeting will be conducted in English. Simultaneous interpretation from English to Danish will be available at the meeting.
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 AGM2018@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/AGM2018: (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, Wednesday May 9, 2018
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 8800, +45 2326 0000)
Michael Rosenvold, Chief Financial Officer, SimCorp A/S (+45 3544 8800, +45 5235 0000)
Company Announcement no. 06/2018