Ress Life Investments A/S
1203 Copenhagen K
CVR nr. 33593163
To: Nasdaq Copenhagen
Date: 28 March 2023
Corporate Announcement 11/2023
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 Wednesday 19 April 2023 at 10.00 a.m. at Nybrogade 12, 1203 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 remuneration for the Board of Directors for the financial year 2023
6) Authorisation to the board of directors to purchase own shares
7) Authorisation to the board of directors to increase the share capital
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 has been a member of the Board of Directors of the Company since February 2014. Mr Buskov currently holds the position as chairman of the board of directors of Kromann Reumert, Advokatfirmaet Kromann Reumert International A/S, KR 647 A/S, KR 649 A/S and KR 650 P/S.
Mr Ketil Poul Petersen has been a member of the Board of Directors of the Company since August 2018. Mr Petersen is a member of the Board of Directors of St. Petri Capital A/S, Dannebrog Invest Fondsmælgerselskab A/S, Dannebrog Invest Holding ApS, DFS Real Estate A/S and DFS Holding A/S and the managing director of Verismo ApS.
Mrs Anne Buchardt has been a member of the Board of Directors of the Company since January 2020. Mrs Buchardt is a member of the Board of Directors of PKA+ Pension Forsikringsselskab A/S, Pensionskassen for Sygeplejersker og Lægesekretærer (PKA), Sygeplejerskernes og Lægesekretærernes Ejendomsaktieselskab and Ejendomsaktieselskabet Dronningegården 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 the following remuneration for the Board of Directors for the financial year 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 6
The authorization to purchase own shares in Article 6.1 of the Articles of Association has expired. Therefore, the Board of Directors requests the Annual General Meeting to authorize that, in the period up to and including 18 April 2028, the Company may acquire own shares with a total nominal value of up to 50 % of the Company’s share capital. The consideration for the shares must not deviate from the price, including cost deduction, which can be calculated according to Article 5.5 and 5.6 of the Articles of Association.
Accordingly, the Board of Directors propose that the current Article 6.1 of the Articles of Association be replaced with a new authorization with the following wording:
“For a period until and including 18 April 2028 the Board of Directors is authorized to acquire, on behalf of the Company, own shares of up to 50% of the Company’s share capital. The consideration for the shares must not deviate from the price, including cost deduction, which can be calculated according to Article 5.5 and 5.6.“
The proposed wording of the new Article 6.1 will in Danish read as follows:
“Bestyrelsen er bemyndiget til i perioden frem til og med den 18. april 2028 på selskabets vegne at erhverve egne aktier på indtil 50 % af selskabets aktiekapital. Vederlaget for aktierne må ikke afvige fra den kursværdi med omkostningsfradrag, der kan opgøres i henhold til punkt 5.5 og 5.6.“
Re. item 7
The authorization to the Board of Directors in Article 4.8 to increase the Company’s share capital will expire on 27 August 2023. The Board of Directors therefore proposes that the Board of Directors be granted a new authorization for the next five years and that the existing authorization in Article 4.8 shall terminate effective as of the general meeting.
Accordingly, the Board of Directors propose that the current Article 4.8 of the Articles of Association be replaced with a new authorization with the following wording:
“The Board of Directors is authorized to increase the share capital of the Company by issue of new shares in one or several issuances without pre-emption right for existing shareholders with a total nominal value of up to EUR 500,000,000. The shares of the capital increase must be negotiable instruments and rank equally with the existing share capital. No transferability restrictions or redemption obligations shall apply to the new shares. The shares must be registered in the name of the holder in the Company’s register of shareholders. In connection with the registration the shareholder must provide an email address to which notices to the shareholders can be sent, cf. Articles 4.1 and 15. The capital increase may take place at a price which corresponds to the most recent net asset value calculation per share or higher. The authorization is valid in the period until (and including) 18 April 2028.“
The proposed wording of the new Article 4.8 will in Danish read as follows:
“Bestyrelsen er bemyndiget til at forhøje aktiekapitalen ved udstedelse af nye aktier i én eller flere udstedelser uden fortegningsret for selskabets bestående aktionærer med en samlet nominel værdi på op til EUR 500.000.000. Aktierne i kapitalforhøjelsen skal være omsætningspapirer og ligestillet med den bestående aktiekapital. Der skal ikke gælde omsættelighedsbegrænsninger eller bestemmelser om indløsning. Aktierne skal være navneaktier samt noteres på navn i selskabets ejerbog. I forbindelse med navnenoteringen skal aktionæren oplyse en e-mail adresse, hvortil meddelelser til aktionæren kan sendes, jf. punkt 4.1 og 15. Kapitalforhøjelsen kan ske til en kurs, der svarer til den senest beregnede indre værdi eller højere. Bemyndigelsen gælder i perioden frem til og med den 18. april 2028.“
As a consequence of the adoption of the new Article 4.8, the existing Article 4.9 must be deleted and the Board of Directors accordingly propose such amendment as an integral part of this agenda item no.7
Re. item 8
The Board of Directors proposes that Deloitte Statsautoriseret Revisionspartnerselskab should be re-elected as auditor. The Board of Directors has not been influenced by any third party and has not been bound by any third-party agreement, restricting the general meeting’s choice of auditor to certain auditors or audit firms.
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 12 April 2023 (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 no later than 14 April 2023, 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 14 April 2023. 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 14 April 2023, 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, Nybrogade 12, 1203 Copenhagen K, Denmark by letter or by email to RessLifeGroup@citco.com for receipt no later than 14 April 2023, 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, Nybrogade 12, 1203 Copenhagen K, Denmark by letter or by email to RessLifeGroup@citco.com for receipt no later than 18 April 2023, 17:00 p.m.
SHARE CAPITAL AND VOTING RIGHTS
The Company’s share capital is EUR 81,434,500 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:||162,869|
|Number of votes:||162,869|
The agenda and the Annual Report for the period 1 October 2022 – 31 December 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 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 assessment of the Annual Report for the period 1 October 2022 – 31 December 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: firstname.lastname@example.org or to the Company’s AIF-manager, Resscapital AB, Gustaf Hagerud email: email@example.com