In order to minimize the dissemination of Covid-19 and in accordance with the Danish Epidemics Act and measures taken accordingly, shareholders are encouraged to use the opportunity to postal vote or to give a proxy to the Board of Directors instead of appearing at the extraordinary general meeting. For the same reason, there will be no catering in connection with the extraordinary general meeting. SimCorp is following the development closely and will announce if further measures are to be taken.
The agenda will be as follows:
At the annual general meeting held on 24 March 2020, the proposal to authorise the Board of Directors to increase the share capital was adopted by a majority of more than two thirds of both the votes cast and of the share capital represented at the annual general meeting. Since, however, less than 50% of the share capital was represented at the annual general meeting, the proposal was not adopted, and the Board of Directors therefore makes the proposal at the extraordinary general meeting.
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 2025.
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 4,000,000 (4,000,000 shares of DKK 1) without pre-emption rights for 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 by contribution of an existing business or specific assets, in all cases at market price. This authority shall be valid for a period of five years, expiring on 1 March 2025, and may be extended by the general meeting for one or more periods of up to five years at a time.
The new shares shall 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."
At the annual general meeting held on 24 March 2020, the proposal to amend articles 7, 9 and 11 of the company’s articles of association was adopted by a majority of more than two thirds of both the votes cast and of the share capital represented at the annual general meeting. Since, however, less than 50% of the share capital was represented at the annual general meeting, the proposal was not adopted, and the Board of Directors therefore makes the proposal at the extraordinary general meeting.
The board of directors proposes to amend the company’s articles of association. The amended articles of association are attached hereto as Appendix 1.
- Article 7 is amended following a merger between VP Securities A/S and VP Services A/S who is keeping the company’s register of shareholders to reflect the name change after the merger. The company’s register of shareholders will going forward be kept by VP Securities A/S, CVR no. 21599336.
– Article 9 is amended to encompass both ordinary and electronic registration for participation in the annual general meeting.
- Article 11 is amended to include on the agenda presentation of the remuneration report. This will apply from the annual general meeting in 2021.
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 capital represented at the general meeting
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 17 April 2020, 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. 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 as a PDF. 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 21 April 2020.
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 21 April 2020. In addition, a shareholder may vote by postal vote, which can also be done electronically through the company’s website no later than 23 April 2020, 12:00am CET.
A written proxy or postal vote form can also be obtained at the company’s website or ordered per e-mail to [email protected]. 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 21 April 2020. A written postal vote must be received by the company no later than 23 April 2020, 12:00am CET. 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 protected].
The extraordinary general meeting will be conducted in English.
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 [email protected] 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 extraordinary 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, 31 March 2020
On behalf of the board of directors
Enquiries regarding this announcement should be addressed to
Klaus Holse, Chief Executive Officer, SimCorp A/S (+45 2326 0000)
Michael Rosenvold, Chief Financial Officer, SimCorp A/S (+45 5235 0000)
Company announcement no. 14/2020