Company Announcement no. 7/2020
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 Tuesday 24 March 2020 at 15:00 at SimCorp A/S, Weidekampsgade 16, 2300 Copenhagen S, Denmark, with the following agenda:
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, including 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
6a. Proposals on remuneration.
- The board of directors proposes to amend the company’s remuneration policy for the board of directors and the executive management board. The board of directors’ proposal for amended remuneration policy is enclosed hereto as Appendix 1.
- It is proposed by the board of directors to set the total remuneration payable to the directors in 2020 and until the next annual general meeting as follows, remaining unchanged from 2019:
(i) a cash remuneration to ordinary board members of DKK 250,000, a cash remuneration to the Chairman of the board of directors of DKK 750,000 whereas the cash remuneration to the Vice Chairman of the board of directors is DKK 500,000.
(ii) allotment of SimCorp shares to each ordinary board member with a total market value of DKK 125,000, unchanged from 2019, allotment of SimCorp shares to the Chairman of the board of directors with a total market value of DKK 375,000, and allotment of SimCorp shares to the Vice Chairman of the board of directors with a total market value of DKK 250,000.
(iii) that the chairman of the audit committee of the company in addition to his normal remuneration receives 75% of the annual remuneration equalling a cash remuneration of DKK 187,500 and SimCorp shares with a total market value of DKK 93,750, and that members of the audit committee of the company in addition to their normal remuneration receive 37.5% of the annual remuneration equalling a cash remuneration of DKK 93,750 and SimCorp shares with a total market value of DKK 46,875.
(iv) that the Chairman of the nomination and remuneration committee of the company in addition to his normal remuneration receives 37.5% of the annual remuneration equalling a cash remuneration of DKK 93,750 and SimCorp shares with a total market value of DKK 46,875, 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 46,875 and SimCorp shares with a total market value of DKK 23,438.
(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 2019 annual report. The number of SimCorp shares as calculated will be transferred to the directors immediately after the publication of SimCorp’s 2020 annual report. 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.
- The Board proposes that the annual general meeting approves that the company issues letters of indemnity in favour of the existing and future Board members pursuant to which the company to the fullest extent permitted under applicable Danish laws will indemnify each Board member for any third party liability incurred by the Board member as part of his/her duties as Board member in the company, provided that the aforementioned shall not apply in the event that the Board member in question has acted grossly negligent, wilfully or fraudulently.
6b. Other proposals
- The board of directors asks the general meeting to authorise the company, in the period until 31 December 2021, 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.
- 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.”
- The board of directors proposes to amend the company’s articles of association. The amended articles of association are attached hereto as Appendix 2.
– Article 7 is amended following a merger between VP Securities A/S and VP Services A/S who is keeping the company’s register 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.
– Article 17 is deleted from the articles of association provided that the remuneration policy is adopted by the annual general meeting.
SPECIAL VOTING REQUIREMENTS
The adoption of the resolutions proposed under 6a (A-C) and 6b (A) above requires a simple majority, see article 14 of the articles of association and the Danish Companies Act section 105.
The adoption of the resolutions proposed under 6b (B-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.
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 March 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 20 March 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 20 March 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 March 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 20 March 2020. A written postal vote must be received by the company no later than 23 March 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 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 [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 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, 2 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 3544 8802, +45 2326 0000)
Michael Rosenvold, Chief Financial Officer, SimCorp A/S (+45 3544 6858, +45 5235 0000)
Company announcement no. 7/2020