Ress Life Investments A/S publishes notice for Extraordinary General Meeting
Ress Life Investments A/S Nybrogade 12 1203 Copenhagen K Denmark CVR nr. 33593163 www.resslifeinvestments.com To: Nasdaq CopenhagenDate: 2 January 2026 Corporate Announcement 1/2026 Ress Life Investments A/S publishes notice for Extraordinary 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 an Extraordinary General Meeting of Ress Life Investments A/S (the “Company”) which will take place on Monday 26 January 2026 at 10:00 a.m. at Nybrogade 12, 1203 Copenhagen K, Denmark. Shareholders in the Company are invited to participate. Agenda for the Extraordinary General Meeting: Proposed resolution to amend the Company’s Articles of Association by suspending the running of notice periods for redemption in the period from 1 January 2026 to 31 December 2026.Proposed resolution to amend the Company’s Articles of Association by removing the appointment of Resscapital AB as the Company’s Fund Manager.Proposed resolution to amend the Company’s articles of association by not allowing any shareholder or shareholders acting in concert to vote for more than 1/3 minus one vote of all votes on shares (excluding treasury shares) of the Company. DETAILS OF PROPOSALS No. 1 – Proposed resolution to amend the Company’s Articles of Association by suspending the running of notice periods for redemption in the period from 1 January 2026 to 31 December 2026. The Board of Directors proposes to amend Article 5.4 the Company’s Articles of Association by suspending the running of notice periods for redemption in the period from 1 January 2026 to 31 December 2026. For any notices of redemption provided to the Company prior to 1 January 2026, the proposal entails that the 180 days’ notice period for redemptions in Article 5.4 of the Articles of Association will be suspended in the period from 1 January 2026 to 31 December 2026 (but the period elapsed prior to 1 January 2026 will be counted towards the 180 days’ redemption notice period). By way of example, for any notice of redemption where 60 days have elapsed before 1 January 2026, 120 days would remain of the redemption notice period, and the days would start counting again from 1 January 2027. For any notices of redemption provided to the Company in the period from 1 January 2026 to 31 December 2026, the proposal entails that the 180 days’ notice period for redemptions in Article 5.4 of the Articles of Association will start counting from 1 January 2027. The proposal has the effect that the Company will not be required to redeem any investors in 2026 (except for investors that were redeemed 5 banking days after 29 December 2025 (being the first banking day after 25 December 2025)). The proposal is made at the recommendation of the Company’s manager, Ress Capital AB, as the extension will allow the Company to purchase new policies to increase returns instead of utilising its cash for redemptions. The proposal ensures equal treatment of shareholders, and the Board of Directors deems the proposal to be in the interest of the Company and the shareholders generally. No. 2. – Proposed resolution to amend the Company’s Articles of Association by removing the appointment of Resscapital AB as the Company’s Fund Manager. The Board of Directors further proposes to amend Article 13.5 of the Company’s Articles of Association by removing the appointment of Resscapital AB as the Company’s Fund Manager. Earlier this year, Resscapital AB was aquired by Finserve Holding AB, and Resscapital AB is contemplating migrating its activities to Finserve Holding AB. The Board of Directors intends to appoint Finserve Nordic AB, a subsidiary of Finserve Holding AB, as the Company’s Fund Manager once Finserve Nordic AB has obtained all required authorisations to become the Company’s Fund Manager. The proposed amendment of Article 13.5 of the Company’s Articles of Association will not in itself create a change of manager but will allow the Board of Directors to take a decision to change the manager at the appropriate point in time. No. 3 – Proposed resolution to amend the Company’s articles of association by not allowing any shareholder or shareholders acting in concert to vote for more than 1/3 minus one vote of all votes on shares (excluding treasury shares) of the Company. The Board of Directors further proposes that no shareholder or shareholders acting in concert can vote for more than 1/3 minus one vote of all votes on shares (excluding treasury shares) of the Company. To the knowledge of the Board of Directors, this restriction currently does not affect any shareholder of Company as no shareholder holds that many shares, but the proposal is made in order to prevent e.g. a future feeder fund of the Company having to make a mandatory bid for all outstanding shares of the Company in case the feeder fund owns 1/3 or more of the Company’s shares (excluding treasury shares) at any time. VOTING REQUIREMENTS The proposed resolutions in nos. 1 and 2 must be passed by no less than 2/3 of the votes cast as well as the shares represented, cf. section 106(1) of the Danish Companies Act. The proposed resolutions in no. 3 must be passed by no less than 9/10 of the votes cast as well as the shares represented, cf. section 107(2)(4) of the Danish Companies Act. 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 19 January 2026 (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 and 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 no later than 23 January 2026, 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 no later than 23 January 2026. 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, Nybrogade 12, 1203 Copenhagen K, Denmark by letter or by email to RessLifeGroup@citco.com for receipt no later than 23 January 2026, 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 attached as Appendix 1, duly signed and dated, to Ress Life Investments A/S, Nybrogade 12, 1203 Copenhagen K, Denmark by letter or by email to RessLifeGroup@citco.com for receipt no later than 23 January 2026, 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, Nybrogade 12, 1203 Copenhagen K, Denmark by letter or by email to RessLifeGroup@citco.com for receipt no later than 25 January 2026, 17:00 p.m. SHARE CAPITAL AND VOTING RIGHTS The Company’s share capital is EUR 57,928,500 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:115,857Number of votes:115,857 AGENDA ETC. The agenda will be made available for inspection by the shareholders on all business days and within normal business hours at the office of the Company at Nybrogade 12, 1203 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 Company’s position, the proposed resolutions to amend the Company’s Articles of Association, and other questions to be addressed by the meeting. Questions related to this announcement can be made to the Company’s CEO Ketil Poul Petersen, email: ketilp.rli@gmail.com or to the Company’s AIF-manager, Resscapital AB, Gustaf Hagerud, email: gustaf.hagerud@resscapital.com.
Attachments
EGM (AoA changes) – Notice and Agenda [1032366-189589716-2065]
Appendix 1 – EGM Notice of Attendance form [1032366-189589716-1878]
Appendix 2 – EGM Proxy and Postal Voting Form [1032366-189589716-1879]
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