1. The report of the board of directors on the activities of the company during the past year.
2. Presentation and adoption of the audited annual report.
3. The board of directors' proposal for the distribution of profits or losses as recorded in the annual report adopted by the general meeting.
4. Election of members to the board of directors, hereunder Chairman and Vice Chairman of the board of directors.
5. Election of auditors. In accordance with the audit committee's recommendation the board of directors proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartner-selskab. The audit committee has been free from influence by a third party and has not been subject to any contract with a third party restricting the choice by the general meeting on the selection of a statutory auditor or an audit firm.6. Any proposals from the board of directors or the shareholders.
A. It is proposed by the board of directors to fix the total remuneration payable to the directors in 2019 and until next the annual general meeting as follows; the base fee shall remain un-changed from 2018 but the board of directors propose changing the multiples for the Chairman and Vice-Chairman of the board of directors and for the chairman and the members of the committees:
(i) a cash remuneration to ordinary board members of DKK 250,000, the cash remuneration to the Chairman of the board of directors is increased from DKK 625,000 to DKK 750,000 whereas the cash remuneration to the Vice Chairman of the board of directors is increased from DKK 375,000 to DKK 500,000.
(ii) a total market value of shares allotted to each ordinary board member of DKK 125,000, unchanged from 2018, a total market value of shares allotted to the Chairman of the board of directors is increased from DKK 312,500 to DKK 375,000 and the total market value of shares allotted to the Vice Chairman of the board of directors is increased from DKK 187,500 to DKK 250,000.
(iii) that the chairman of the audit committee of the company in addition to his normal remuneration receives an increase from 50% to 75% of the annual remuneration equalling a cash remuneration increase from DKK 125,000 to DKK 187,500 and shares with an increase from a total market value of DKK 62,500 to DKK 93,750, and that members of the audit committee of the company in addition to their normal remuneration receive an increase from 25% to 37.5% of the annual remuneration equalling an increased cash remuneration from DKK 62,500 to DKK 93,750 and shares with an increase from a total market value of DKK 31,250 to DKK 46,875.
(iv) that the Chairman of the nomination and remuneration committee of the company in addition to his normal remuneration receives an increase from 25% to 37.5% of the annual remuneration equalling a cash remuneration increase from DKK 62,500 to DKK 93,750 and shares with an increase from a total market value of DKK 31,250 to DKK 46,875, and that members of the nomination and remuneration committee of the company in addition to their normal remuneration receive an increase from 12.5% to 18.75% of the annual remuneration equalling a cash remuneration increase from DKK 31,250 to DKK 46,875 and shares with an increase from a total market value of DKK 15,625 to DKK 23,438.
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 2018 annual report. The number of SimCorp shares as calculated will be transferred to the directors immediately after the publication of SimCorp’s 2019 annual report. 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.
B. The board of directors proposes to amend the company’s remuneration and incentive guidelines for the board of directors, the executive management board and employees. The board of directors’ proposal for an amended remuneration and incentive guidelines is enclosed hereto as Appendix 1.
C. 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 Copenhagen at the time of acquisition.
SPECIAL VOTING REQUIREMENTS
The adoption of the resolutions proposed under 6 A, B and C 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 40,500,000 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 shareholding of each individual shareholder is determined on the registration date, based on the number of shares held by that shareholder as registered in the register of shareholders and on any notice of ownership received by the company for the purpose of registration in the register of shareholders.
The registration date is 20 March 2019, and only persons who are shareholders on this date and whose shareholding i) is registered in the register of shareholders or ii) has been notified to 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. As a new initiative, 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.
Admission cards can be acquired through the company’s website http://www.simcorp.com/AGM, by contacting VP Investor Services A/S by phone +45 4358 8866 or through VP Investor Services A/S’ website www.vp.dk/gf. Registration must take place no later than 22 March 2019.
Proxies and Postal Votes:
It is possible to 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 http://www.simcorp.com/AGM, by logging on to the Investor Portal no later than 22 March 2019. In addition, a shareholder may vote by postal vote, which can also be done electronically through the company’s website no later than 26 March 2019.
A written proxy or postal vote form can also be obtained at the company’s website or ordered per e-mail to SCAGM@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 22 March 2019. A written postal vote must be received by the company no later than 26 March 2019. 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 http://www.simcorp.com/AGM), 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, P.O. box 4040, 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, 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 SCAGM@simcorp.com or mail to the address of the company.
The following information is available for the shareholders at the Company’s website http://www.simcorp.com/AGM: (i) this notice of annual general meeting, (ii) the agenda together 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, 1 March 2019
On behalf of the board of directors
Enquiries regarding this announcement should be addressed to
Klaus Holse, Chief Executive Officer, SimCorp A/S (+45 3544 8802, +45 2326 0000)
Michael Rosenvold, Chief Financial Officer, SimCorp A/S (+45 3544 6858, +45 5235 0000)
Company announcement no. 4/2019