Notice of Annual General Meeting of SimCorp A/S

March 2, 2022

Pursuant to article 8 of the articles of association, notice is hereby given of the Annual General Meeting of SimCorp A/S to be held on Thursday 24 March 2022 at 3:00 pm CET at SimCorp A/S, Weidekampsgade 16, 2300 Copenhagen S, Denmark.

  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 Annual General Meeting.
  4. Presentation and adoption of the Remuneration Report.
  5. Election of members to the Board of Directors, including Chair and Vice Chair of the Board of Directors.
  6. Election of auditors. In accordance with the Audit and Risk Committee's recommendation the Board of Directors proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab. The Audit and Risk 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.
  7. Any proposals from the Board of Directors or the shareholders.

7a. Proposals on Remuneration

  1. The Board of Directors proposes to amend the Remuneration Policy as a consequence of the establishment of the Technology Committee in SimCorp. The purpose of the Technology Committee is to assist the Board in providing oversight of strategic technology decisions. The proposed remuneration is that the chair of the Technology Committee in addition to their normal remuneration receives 50% of the total base remuneration and that members of the Technology Committee in addition to their normal remuneration receive 25% of the base remuneration.

    Furthermore, the Board of Directors proposes to amend the Remuneration Policy in order for the travel fee to be applicable for all travel to and from meetings.

    The Board of Directors’ proposals for the amended Remuneration Policy is available on the company’s website http://www.SimCorp.com/agm.

     

  2. It is proposed by the Board of Directors to set the total remuneration payable to the directors in 2022 and until the next annual general meeting as follows, remaining unchanged from 2021:
  3. (i) a cash remuneration to ordinary Board Members of DKK 280,000, a cash remuneration to the Chair of the Board of Directors of DKK 840,000 whereas the cash remuneration to the Vice Chair of the Board of Directors is DKK 560,000.

    (ii) allotment of SimCorp shares to each ordinary Board Member with a total market value of DKK 140,000, allotment of SimCorp shares to the Chair of the Board of Directors with a total market value of DKK 420,000, and allotment of SimCorp shares to the Vice Chair of the Board of Directors with a total market value of DKK 280,000.

    (iii) that the chair of the Audit and Risk Committee of the company in addition to their normal remuneration receives 75% of the annual remuneration equalling a cash remuneration of DKK 210,000 and SimCorp shares with a total market value of DKK 105,000, and that members of the Audit and Risk Committee of the company in addition to their normal remuneration receive 37.5% of the annual remuneration equalling a cash remuneration of DKK 105,000 and SimCorp shares with a total market value of DKK 52,500.

    (iv) that the chair of the Nomination and Remuneration Committee of the company in addition to their normal remuneration receives 37.5% of the annual remuneration equalling a cash remuneration of DKK 105,000 and SimCorp shares with a total market value of DKK 52,500, and that members of the Nomination and Remuneration Committee of the company in addition to their normal remuneration receive 18.75% of the annual remuneration equalling a cash remuneration of DKK 52,500 and SimCorp shares with a total market value of DKK 26,250.

    (v) that in addition to the above fees, Board members and committee members receive a fixed travel allowance of EUR 2,500 in connection with travel to Board and/or committee related meetings outside their country of residence and that social costs associated with the board and committee members’ remuneration is covered by the Company.

    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 2021 annual report. The number of SimCorp shares as calculated will be transferred to the directors immediately after the publication of SimCorp’s 2022 annual report. Instead of receiving the one third of the total base remuneration in SimCorp shares, Board and committee members with residence outside of Denmark may choose to receive a cash payment instead. Such cash payment shall be invested in SimCorp shares and the requirement to hold the shares applies as set out below. The directors must keep the shares for at least one year after the shares were transferred, provided, however, that they remain members of the Board of Directors of SimCorp throughout this period.

  4. Subject to approval of item 7a. (A) above it is proposed by the Board of Directors to set the total remuneration of the members of the Technology Committee in 2022 and until the next annual general meeting as follows:

The chair of the Technology Committee in addition to their normal remuneration receives 50% of the annual remuneration equalling a cash remuneration of DKK 140,000 and SimCorp shares with a total market value of DKK 70,000, and that members of the Technology Committee in addition to their normal remuneration receive 25% of the annual remuneration equalling a cash remuneration of DKK 70,000 and SimCorp shares with a total market value of DKK 35,000. Regarding the share-based part of the remuneration to the Technology Committee, the last paragraph of item 7a. (B) above shall apply.

7b. Share buyback

  1. The Board of Directors asks the general meeting to authorise the Board of Directors on behalf of the company, in the period until 31 December 2023, to purchase own shares of a total nominal value of up to 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.

7c. Amendments to the Articles of Association

  1. The Board of Directors asks the general meeting to approve an authorization for the Board of Directors to arrange that general meetings of the company may be held as virtual meetings and approve that the following provision is added to Article 8 of the company's Articles of Association:

  2. "The Board of Directors may decide that a general meeting shall be held as a fully electronic meeting in accordance with applicable legislation. Participation in an electronic general meeting shall take place via telephone, video conference, the internet or another media with similar functionalities. Further information on the procedures for electronic general meetings and participation, including technical requirements and requirements for identification purposes, will in such case be made available on the Company’s website and in the notice convening the specific general meeting."


  3. Due to a change of address for the Company's share registrar, the Board of Directors propose that Article 7 of the company's articles of association is amended as follows:

  4. "The Board of Directors may resolve that the Company’s register of shareholders be kept by the Company or by a third-party registrar designated by the Board of Directors. The Company’s registrar is VP Securities A/S (CVR no. 21599336)."


  5. Due to SimCorp’s ongoing efforts to promote diversity, equity, and inclusion, SimCorp updates its policies and documents to become gender neutral. Therefore, the Board of Directors propose to amend the Articles of Association as follows:
    • Any reference in the article to “Chairman” shall be amended to “Chair”.
    • Any reference in the article to “Vice Chairman” shall be amended to “Vice Chair”.
    • Any reference in the article to “his” shall be amended to the non-binary pronoun “their”.

8: AOB.


SPECIAL VOTING REQUIREMENTS

The adoption of the resolutions proposed under 7c (A), (B) and (C) above requires a special majority, cf. article 14 of the articles of association and the Danish Companies Act section 106, as a resolution to amend the Company's articles of association must be passed by at least two-thirds of the votes cast and of the share capital represented at the general meeting. Furthermore, at least 50% of the share capital shall be represented at the general meeting. In case less than 50% of the share capital is represented at the general meeting and the resolution is adopted by not less than two-thirds of the votes cast and of the share capital represented at the meeting, a new general meeting may be convened within 14 days for the adoption of the resolution by not less than two-thirds of the votes cast and of the share capital represented at the general meeting.

The adoption of the other resolutions on the agenda requires a simple majority, see article 14 of the articles of association and the Danish Companies Act section 105. Item 4 on the agenda requires an advisory vote only.

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.

Registration Date:
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 March 2022, 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.

Admission Card:
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.  Admission card may be picked up at the entry point of the general meeting if the shareholder does not wish to receive it by e-mail.

Admission cards can be acquired through the company’s website http://www.simcorp.com/AGM, by contacting VP Securities A/S (Euronext Securities) by phone +45 4358 8866 or through VP Securities A/S’ (Euronext Securities) website www.vp.dk/gf. Registration must take place no later than 21 March 2022 at 9:00 pm CET.

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 March 2022 at 9:00 pm CET. In addition, a shareholder may vote by postal vote, which can also be done electronically through the company’s website no later than 23 March 2022, 12:00 noon CET.

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 21 March 2022 at 9:00 pm CET. A written postal vote must be received by the company no later than 23 March 2022, 12:00 noon CET. Postal votes already received by the company cannot be recalled by the shareholder.

To ensure identification of any shareholder choosing to exercise their 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 Securities A/S (Euronext Securities), Nicolai Eigtveds Gade 8 DK-1402 Copenhagen, or by email to vp_vpinvestor@euronext.com.

Language:
The annual general meeting will be conducted in English. Simultaneous interpretation from English to Danish will be available at the meeting.

Miscellaneous:
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.

With regards to collection and processing of personal data, reference is made to the company’s Cookie Policy, Privacy Policy and AGM Personal Data Policy, which are available on the company’s website.


Copenhagen, 1 March 2022
SimCorp A/S
On behalf of the Board of Directors


Enquiries regarding this announcement should be addressed to

Christian Kromann, Chief Executive Officer, SimCorp A/S (+45 2810 9090)
Michael Rosenvold, Chief Financial Officer, SimCorp A/S (+45 5235 0000)

Company announcement no. 5/2022