Ress Life Investments A/S
Notice to general meeting
Ress Life Investments
Holbergsgade 14, 2 tv
DK-1057 Copenhagen K
CVR nr. 33593163
To: Nasdaq Copenhagen
Date: 3 August 2018
Corporate Announcement 24/2018
Ress Life Investments A/S – Notice for Extraordinary General Meeting
In accordance with Article 9 of the Articles of Association, the board of directors hereby gives notice of the Extraordinary General Meeting of Ress Life Investments A/S which will take place on 27th August 2018 at 14.00 at Holbergsgade 14, 2.tv., DK-1057, Copenhagen K, Denmark.
Shareholders in the Company are invited to participate.
Agenda for the Extraordinary General Meeting:
1) Election of members of the Board of Directors
2) Authorisation to the Board of Directors to increase the share capital of the Company without pre-emption rights of the existing shareholders and amendment of the Articles of Association of the Company
3) Authorisation to register adopted proposals with the Danish Business Authority
4) Any other business
Re. item 1)
The Board of Directors proposes that Søren Andersen and Ketil Petersen should be elected to the Board of Directors.
Mr. Søren Andersen works as the responsible actuary and key person for the actuarial function at ISP Pension. Former board memberships include a number of Invensure and Wassum companies. Søren Andersen currently holds the position as chairman of the board and CEO of ANDWAS III ApS He also currently holds the position as founder and CEO of S. A. CONSULTING ApS (FPension ApS) and ANDWAS A/S.
Mr. Ketil Petersen has more than 30 years of experience within the area of financial product development, including being Country Head in the Nordic Region for Schroder Investment Management. Ketil Petersen currently holds the position as members of the board of directors of NORD.investments A/S, CHANGEGROUP ApS and CHANGEGROUP HOLDING A/S. He also currently holds the position as founder and CEO of Verismo ApS.
Re. item 2)
The Board of Directors proposes that the Articles of Association of the Company is amended in accordance with the compare version attached to this notice.
The changes are proposed to extend the period for the current authorisation of the Board of Directors to, in one or several operations, increase the share capital of the Company without pre-emption rights of the existing shareholders. It is proposed that the authorisation of the Board of Directors in section 4.8 of the Articles of Association is extended until 27 August 2023.
The Board of Directors recommends the extraordinary general meeting to adopt the proposal.
Re. item 3)
Proposal by the Board of Directors to authorise the chairman of the meeting with full power of delegation, to register the proposals adopted with the Danish Business Authority (Erhvervsstyrelsen) and to make such additions, alterations or amendments thereto or therein, including to the Articles of Association, and to take any other action as the Danish Business Authority may require for registration.
SPECIAL VOTING REQUIREMENTS
Adoption by the general meeting of the proposal to amend the Company’s Articles of Association (item 2 on the agenda) is subject to the requirement that at least 2/3 of both the votes cast and the voting share capital represented at the general meeting vote in the affirmative, cf. Section 106 of the Danish Companies Act.
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 20 August 2018 (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 24 August 2018, 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 24 August 2018. 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 TMoller@Citco.com for receipt no later than 24 August 2018, 17:00 p.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 TMoller@Citco.com for receipt no later than 24 August 2018, 17:00 p.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 TMoller@Citco.com for receipt no later than 24 August 2018, 17:00 p.m.
SHARE CAPITAL AND VOTING RIGHTS
The Company’s share capital is EUR 29,650,500, 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: 59,301
Number of votes: 59,301
The agenda 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:
- Notice convening the meeting.
- The total number of shares and voting rights as at the date of the notice.
- The documents to be submitted to the general meeting.
- The agenda and the full text of the proposals.
- 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 the Company’s position, and other questions to be addressed by the meeting.
Questions related to this announcement can be made toGustaf Hagerud,email@example.com or the company’s Chairman, Helle Breinholt