Ress Life Investments A/S publishes notice for Annual General Meeting.

January 8, 2020
Published: 2020-01-08 15:00 CET
Ress Life Investments A/S
Holbergsgade 14, 2 tv
DK-1057 Copenhagen K
Denmark
CVR nr. 33593163
www.resslifeinvestments.com

To: Nasdaq Copenhagen
Date: 8 January 2020

Corporate Announcement 1/2020

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 30 January 2020 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 the Remuneration Policy
  5. Approval of remuneration for the Board of Directors for the financial year 2019/2020
  6. Appointment of auditor
  7. Approval of amendment of the Articles of Association
  8. Any other business

COMPLETE PROPOSALS

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 Jeppe Buskov, Ketil Poul Petersen and Søren Andersen be re-elected to the Board of Directors and that Anne Buchardt be elected as a new member of the Board of Directors. Helle M. Breinholt and Jack Austern wish to step down from the Board of Directors.

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 634 A/S and KR 636 A/S. In addition, Mr Buskov is a liquidator of SPB A/S (in voluntary liquidation).

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 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.

Ms Anne Buchardt is currently country manager in Nordnet – a Nordic online investment platform. Ms Buchardt has a broad based financial background and 20+ years of previous experience from senior positions in the Nordic Wealth Management industry including Nordea and Danske Bank. In November 2019 Ms Buchardt was selected as one of the top-100 most influencial women in DK by the newspaper Berlingske Tidende. Ms Buchardt holds a M.Sc. in Economics (cand. polit) from University of Copenhagen.

Re. item 4

The Board of Directors proposes that draft Remuneration Policy attached to this notice be approved.

Re. item 5

The Board of Directors proposes the following remuneration for the Board of Directors for the financial year 2019/2020:

  • Ordinary members will receive a basic remuneration of DKK 75,000
  • The chairman will receive a basic remuneration of DKK 180,000

Re. item 6

The Board of Directors proposes that Deloitte Statsautoriseret Revisionspartnerselskab should be re-elected as auditor.

Re. item 7

The Board of Directors proposes that the Articles of Association of the Company be amended in accordance with the compare version attached.

The intention of the proposed amendment of the objectives of the Company as stated in Article 2.1 is to clarify that the company may both invest in assets and other financial instruments giving exposure to American life insurance policies.

The proposed amendment of Article 5.4-5.6 changes the notice period of redemptions to 180 days. The purpose of this amendment is to reduce the liquidity risk of the Company. This is deemed necessary due to the type of assets invested in.

The proposed amendment to Article 7.1 will allow the Company to enter into financial instruments that include a financing element.

REGISTRATION, ADMISSION, PROXY AND POSTAL VOTE

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 23 January 2020 (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 27 January 2020, 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 27 January 2020. 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 27  January 2020, 23:59 p.m.

Proxy

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 27 January 2020, 23:59 p.m.

Postal vote

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 29 January 2020, 17:00 p.m.

SHARE CAPITAL AND VOTING RIGHTS

The Company’s share capital is EUR 45,981,000, 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:                   91,962
Number of votes:                    91,962

AGENDA ETC.

The agenda, the annual accounts with the auditor’s report and the Annual Report 2018/2019 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 2018/2019, 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 hmb@breinholt-consulting.dk    or: to the Company’s AIF – Manager, Resscapital AB, Jonas Mårtenson Jonas.martenson@resscapital.com


AGM Notice of Attendance Form 30012020

AGM Proxy and Postal Voting Form 30012020

AGM Notice and Agenda 30012020

AoA – Ress Life Investments – proposed to AGM

Remuneration Policy Ress Life Investment A S