Ress Life Investments A/S
Holbergsgade 14, 2 tv
DK-1057 Copenhagen K
CVR nr. 33593163
To: Nasdaq Copenhagen
Date: 14 December 2022
Corporate Announcement 45/2022
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 5 January 2023 at 10.00 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 Report
5) Approval of amended Remuneration Policy
6) Approval of remuneration for the Board of Directors for 1 October 2022 to 31 December 2023
7) Change of financial year
8) Appointment of auditor
9) 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 Søren Andersen, Jeppe Buskov, Ketil Poul Petersen and Anne Buchardt be re-elected to the Board of Directors.
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 A/S, NHMSA ApS and Specialist Sevices ApS and appointed actuary of ISP Pension. Mr Andersen currently is a board member of FPension A/S.
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. Mr Buskov currently holds the position as chairman of the Board of Directors of KR 647 A/S and KR 649 A/S.
Mr Ketil Poul Petersen has been a member of the Board of Directors of the Company since August 2018. Mr Petersen is member of the Board of Directors of St. Petri Capital A/S and the managing director of Verismo ApS.
Mrs Anne Buchardt is a branch manager at Nordnet Bank, Filial af Nordnet Bank AB, Sweden. Mrs Buchardt is a member of the Board of Directors of PKA+ Pension and Pensionskassen for Sygeplejersker og Lægesekretærer (PKA) and managing director of Bølgebrus Holding ApS. Mrs Buchardt holds a M.Sc. in Economics (cand. polit) from University of Copenhagen.
Re. item 4
The Board of Directors proposes that the Remuneration Report attached to this notice be approved.
Re. item 5
The Board of Directors proposes that the updated Remuneration Policy attached to this notice be approved.
Re. item 6
The Board of Directors proposes the following remuneration for the Board of Directors:
i) For the period 1 October 2022 to 31 December 2022
- Ordinary members will receive a basic remuneration of DKK 22,500
- The chairman will receive a basic remuneration of DKK 53,750
ii) For the financial year 1 January 2023 to 31 December 2023:
- Ordinary members will receive a basic remuneration of DKK 90,000
- The chairman will receive a basic remuneration of DKK 215,000
Re. item 7
The Board of Directors proposes that financial year be changed from 1 October – 30 September to 1 January – 31 December with a transition period from 1 October 2022 through 31 December 2022, and thereby that Article 18.1 of the Articles of Association be amended to: “The financial year shall run from 1 January to 31 December.” in Danish: “Regnskabsåret løber fra den 1. januar til den 31. december.“.
At the same time the Board of Directors proposes that Article 18.2 of the Articles of Association regarding the period of the first financial year be deleted as the provision is no longer relevant.
Re. item 8
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 29 December 2022 (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 30 December 2022, 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 30 December 2022. 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 30 December 2022, 23:59 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 RessLifeGroup@citco.com for receipt no later than 30 December 2022, 23:59 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 RessLifeGroup@citco.com for receipt no later than 4 January 2023, 17:00 p.m.
SHARE CAPITAL AND VOTING RIGHTS
The Company’s share capital is EUR 81,330,500, 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:||162,661|
|Number of votes:||162,661|
The agenda and the Annual Report 2021/2022 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 of the Annual Report 2021/2022, 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 CEO Michael Hovard Ekmann, email: email@example.com or to the Company’s AIF-manager, Resscapital AB, Gustaf Hagerud email: firstname.lastname@example.org
- Remuneration Report Ress Life Investments AS
- AGM Notice and Agenda 05012023
- Remuneration Policy Ress Life Investment AS
- AGM Notice of Attendance Form 05012023
- AGM Proxy and Postal Voting Form 05012023