Ress Life Investments A/S
Notice to general meeting
Ress Life Investments A/S
Holbergsgade 14, 2 tv
DK-1057 Copenhagen K
CVR nr. 33593163
To: Nasdaq Copenhagen
Date: 18 December 2018
Corporate Announcement 44/2018
Ress Life Investments A/S publishes notice for Annual General Meeting.
TO THE SHAREHOLDERS OF RESS LIFE INVESTMENTS A/S
In accordance with Article 9.8 of the Articles of Association, notice is hereby given of the Annual General Meeting of Ress Life Investments A/S (the “Company“) which will take place on 9 January 2019 at 11.00 a.m. at Holbergsgade 14, 2. tv., DK-1057, Copenhagen K, Denmark.
Shareholders in the Company are invited to participate.
Agenda for the Annual General Meeting:
1) Adoption of the annual report
2) Appropriation of profit or loss as recorded in the adopted annual report
3) Election of members of the Board of Directors
4) Approval of remuneration for the Board of Directors for the financial year 2018/2019
5) Appointment of auditor
6) Any other business
Re. item 1)
The Board of Directors proposes that the annual report be adopted.
Re. item 2)
The Board of Directors proposes that the profit as recorded in the annual report as adopted by the general meeting should be distributed in accordance with the annual report.
Re. item 3)
The Board of Directors proposes that Helle M. Breinholt, Jeppe Buskov, Jack Austern, Ketil Poul Petersen and Søren Andersen should be re-elected to the Board of Directors.
Ms. Helle M. Breinholt (chairman) has more than 25 years of experience within the area of financial product development, funding, properties and accounting and has been chairman of the Board of Directors of the Company since 2013. Helle M. Breinholt currently holds the following board and management positions:
- Breinholt Consulting A/S, founder, board member, CEO, since 2001
- Breinholt Invest A/S, founder, board member, CEO, since 2004
- Danske Invest Management A/S, board member since 2018
- Investeringsforeningen AL Invest, udenlandske aktier, etisk, board member since 2010
- Investeringsforeningen AL Invest, obligationspleje, board member since 2010
- Investeringsforeningen Alm. Brand Invest, board member since 2017
- Private Wealth Properties A/S, board member, CEO since 2016
Mr. Jeppe Buskov is a partner in the Danish law firm Kromann Reumert and has been a member of the Board of Directors of the Company since 2014. Jeppe Buskov currently holds the position as chairman of the Board of Directors of KR 627 A/S, KR 631 A/S, KR 632 A/S and KR 633 A/S. In addition, Mr Buskov is a member of the Board of Directors of Patrizia Fund Management A/S (In Voluntary Liquidation)
Mr. Jack Austern (born 1962) was appointed to the Board of Directors on 27 September 2013. Mr. Austern has been engaged in financial business since 1990 within most aspects of investmentbanking and trading of equities and funds. Mr. Austern is currently Director for the Business Advisory division at InnovationSkåne AB and currently holds the position as member of the Board of Directors of K/S Asschenfeldt, Tyskland Super , Nystrøm & Krabbe A/S , Jagtbiografen ApS, Jaaus Holding ApS, Trygga Avtal AB and Övedskloster AB.
Mr Ketil Poul Petersen has been a member of the Board of Directors of the Company since August 2018. He is a member of the Board of Directors of Changegroup Holding A/S, Changegroup ApS, NORD.investments A/S and the managing director of Verismo ApS.
Mr Søren Andersen has been a member of the Board of Directors of the Company since August 2018. Mr Andersen is the managing director of S.A Consulting ApS, FPension ApS, AndWas A/S, AndWas III ApS and appointed actuary of ISP Pensions. Mr Andersen currently holds the position as chairman of the Board of Directors of AndWas III Aps.
Re. item 4)
The Board of Directors proposes the following remuneration for the Board of Directors for the financial year 2018/2019:
- Ordinary members will receive a basic remuneration of DKK 75,000
- The chairman will receive a basic remuneration of DKK 180,000
Re. item 5)
The Board of Directors proposes that Deloitte Statsautoriseret Revisionspartnerselskab should be re-elected as auditor.
REGISTRATION, ADMISSION, PROXY AND POSTAL VOTE
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 2 January 2019 (the registration date). The shares held by each shareholder are determined at the registration date on the basis of the shareholdings registered in the share register in accordance with any notices on shareholding received, but not yet registered, by the Company in the share register.
Deadline for notice of attendance
A shareholder or its proxy wishing to attend the general meeting must give notice of their participation to the Company before 4th January 2019, see Article 11.5 of the Articles of Association. Similarly, the shareholders’ advisor or the shareholders’ proxy’s advisor must give notice of their participation to the Company before 4th January 2019. Notice of participation may be given to the Company using the form attached as Appendix 1, which shall be sent, duly completed and signed, to Ress Life Investments A/S, Holbergsgade 14, 2.tv, DK-1057, Copenhagen K, Denmark by letter or by email to RessLifeGroup@citco.com for receipt no later than 4th January 2019, 10:00 a.m.
If you are prevented from attending the general meeting, you may appoint a proxy, e.g. the Board of Directors, to cast the votes carried by your shares. If you wish to appoint a proxy, please return the instrument of proxy form attached as Appendix 2, duly signed and dated, to Ress Life Investments A/S, Holbergsgade 14, 2.tv, DK-1057, Copenhagen K, Denmark by letter or by email to RessLifeGroup@citco.com for receipt no later than 4th January 2019, 10:00 a.m.
You may also submit your votes by post before the date of the meeting. If you wish to vote by post, please fill in and return the postal vote form attached as Appendix 2, duly signed and dated, to Ress Life Investments A/S, Holbergsgade 14, 2.tv, DK-1057, Copenhagen K, Denmark by letter or by email to RessLifeGroup@citco.com for receipt no later than 8th January 2019, 5:00 p.m.
SHARE CAPITAL AND VOTING RIGHTS
The Company’s share capital is EUR 35,594,500, divided into shares of EUR 500, cf. Article 3.1 of the Company’s Articles of Association. Pursuant to Article 11.1, each share of EUR 500 carries one (1) vote:
Number of shares: 71,189
Number of votes: 71,189
The agenda, the annual accounts with the auditor’s report and the Annual Report 2017/2018 will be available for inspection by the shareholders on all business days and within normal business hours at the office of the Company at Holbergsgade 14, 2.tv, DK-1057, Copenhagen K, Denmark no later than 3 weeks before the general meeting.
The following information will be made available at the Company’s website (http://resslifeinvestments.com/) not later than 3 weeks before the meeting:
1. Notice convening the meeting.
2. The total number of shares and voting rights as at the date of the notice.
3. The documents to be submitted to the general meeting.
4. The agenda and the full text of the proposals.
5. The forms to be used for voting by proxy and by post, if relevant
RIGHT TO INQUIRE
At the general meeting, the management will answer questions from the shareholders on matters of relevance to the assessment of the Annual Report 2017/2018, the Company’s position, and other questions to be addressed by the meeting.
Questions related to this announcement can be made to the Company’s Chairman, Helle Breinholt
to the Company’s AIF – Manager, Resscapital AB, Jonas Mårtenson