Company Announcement no. 06/2021
Pursuant to article 8 of the articles of association, notice is hereby given of the Annual General Meeting of
Due to the COVID-19 restrictions, including the Danish government's assembly restrictions, we strongly recommend that our shareholders follow the Annual General Meeting via the live-stream instead of attending in person, and that our shareholders give proxy to the Board of Directors or vote by postal vote. Shareholders are encouraged to submit questions concerning the agenda or the documents, etc. to be considered at the Annual General Meeting in writing no later than on Wednesday
The agenda is the following:
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 Chairman and Vice Chairman of the Board of Directors.
6. Election of auditors. In accordance with the
7. Any proposals from the board of directors or the shareholders.
7a. Presentation and adoption of amended remuneration policy.
In order to simplify tax reporting for board and committee members with residence outside of
"Instead of receiving the one third of the total base remuneration in
The above paragraph is proposed to be added to the remuneration policy under the heading "Conversion into
7b. Proposals on remuneration.
The board of directors proposes to increase the remuneration payable to the directors by 12% from 2020 as follows:
- The Board of Directors proposes to increase the annual cash remuneration as follows:
- to ordinary board members from
DKK 250,000 toDKK 280,000 , - to the Chairman of the Board of Directors from
DKK 750,000 toDKK 840,000 , - to the Vice Chairman of the Board of Directors from
DKK 500,000 toDKK 560,000 , - to the chairman of the
Audit and Risk Committee fromDKK 187,500 toDKK 210,000 , - to ordinary members of the
Audit and Risk Committee fromDKK 93,750 toDKK 105,000 , - to the Chairman of the
Nomination and Remuneration Committee fromDKK 93,750 toDKK 105,000 , and - to ordinary members of the
Nomination and Remuneration Committee fromDKK 46,875 toDKK 52,500 .
The Board of Directors proposes to increase the total market value of the annual allotment of
- to ordinary board members from
DKK 125,000 toDKK 140,000 , - to the Chairman of the Board of Directors from
DKK 375,000 toDKK 420,000 , - to the Vice Chairman of the Board of Directors from
DKK 250,000 toDKK 280,000 , - to the chairman of the
Audit and Risk Committee fromDKK 93,750 toDKK 105,000 , - to ordinary members of the
Audit and Risk Committee fromDKK 46,875 toDKK 52,500 , - to the Chairman of the
Nomination and Remuneration Committee fromDKK 46,875 toDKK 52,500 , and - to ordinary members of the
Nomination and Remuneration Committee fromDKK 23,438 toDKK 26,250
The number of
The amendment to the remuneration policy in proposal 7a. shall, if adopted, apply to the proposed remuneration in this proposal 7b.
7c. Other proposals
- It is proposed by the Board of Directors to update the objects of
SimCorp in the articles of association by allowing related activities that support the objects ofSimCorp .
Accordingly, it is proposed to amend article 2 of the articles of association to the following:
"Article 2
The objects for which the Company is established are to develop, market, sell, implement and deploy software and related services to companies, institutions and administrative bodies whose activities are within or related to the management of securities and/or other assets and any other related activities. The Company’s objects may be carried out directly or through investments, including through shareholdings in other companies.”
- 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 2022 , 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.
8. AOB.
SPECIAL VOTING REQUIREMENTS
The adoption of the resolution proposed under 7c (A) 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.
SHARE CAPITAL AND VOTING RIGHTS
The company’s share capital is
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
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. 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
All shareholders are encouraged to give proxy to the board of directors or vote by postal vote and to follow the annual general meeting via the live-stream instead of attending in person.
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
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
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
Language:
The annual general meeting will be conducted in English. Automated translation from English to Danish subtitles will be available via the live-stream of 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
On behalf of the board of directors
Enquiries regarding this announcement should be addressed to
Attachment
- SimCorp Notice AGM 2021_UK
© OMX, source