Ress Life Investments A/S publishes notice for Annual General
Meeting
Ress Life Investments
A/S
Nybrogade
12
1203 Copenhagen
K
Denmark
CVR nr.
33593163
www.resslifeinvestments.com
To: Nasdaq CopenhagenDate: 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 report2) 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 Report5) Approval of
remuneration for the Board of Directors for the financial year
20236) 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 businessCOMPLETE
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 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
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 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.
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,
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.
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
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 |
AGENDA ETC.
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:
michael.hovard.ekmann@resslifeinvestments.com or to the Company’s
AIF-manager, Resscapital AB, Gustaf Hagerud email:
gustaf.hagerud@resscapital.com
- Remuneration Report Ress Life Investments AS
- AGM Notice and Agenda 19042023
- AGM Notice of Attendance Form 19042023
- AGM Proxy and Postal Voting Form 19042023