The duration of the meeting is expected to be short, thus the 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.
The agenda will be as follows:
At the annual general meeting held on 24 March 2022, the proposals to amend article 7 and any articles with binary gender reference in 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 proposals were not adopted, and the Board of Directors therefore makes the proposals at the extraordinary general meeting.
Due to a change of address for the Company's share registrar, the Board of Directors proposes that Article 7 of the company's Articles of Association is amended as follows:
"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).”
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 proposes to amend the Articles of Association as follows:
- Any reference to “Chairman” shall be amended to “Chair”.
- Any reference to “Vice Chairman” shall be amended to “Vice Chair”.
- Any reference to “his” shall be amended to the non-binary pronoun “their”.
SPECIAL VOTING REQUIREMENTS
The adoption of the resolutions proposed under items 1 and 2, 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 as these include amendments to the Articles of Association.
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 14 April 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.
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 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 19 April 2022 at 9:00 pm CET.
All shareholders are encouraged to give proxy to the board of directors or vote by postal vote.
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 19 April 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 20 April 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 19 April 2022 at 9:00 pm CET. A written postal vote must be received by the company no later than 20 April 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 email@example.com.
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 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 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, 30 March 2022
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. 13/2022