Ress Life Investments Holbergsgade 14, 2 tv DK-1057 Copenhagen K Denmark CVR nr. 33593163 resslifeinvestments.com To: Nasdaq Copenhagen Date: 13 December 2016
Corporate Announcement 39/2016
Ress Life Investments A/S - Notice for Annual General Meeting
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 10 January 2017 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 remuneration for the Board of Directors for the financial year 2016/2017
5) Appointment of auditor
6) Amendment of the Articles of Association of the Company
7) Authorisation to register adopted proposals with the Danish Business Authority 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 Helle Marianne Breinholt, Jeppe Buskov and Jack Austern should be re-elected to the Board of Directors.
Ms. Helle Marianne Breinholt (chairman) has more than 25 years of experience within the area of financial product development, funding, properties and accounting and has been chairman of the Board of Directors of the Company since 2013. Helle Marianne Breinholt currently holds the following board and management positions:
- BIG Fonden, chairman of the board since 2014
- BIG 1 Holding A/S, chairman of the board since 2014
- BIG 2 Holding A/S, chairman of the board since 2014
- Breinholt Consulting A/S, founder, board member, CEO, since 2001
- Breinholt Invest A/S, founder, board member, CEO, since 2004
- Investeringsforeningen AL Invest, udenlandske aktier, etisk, board member since 2010
- Investeringsforeningen AL Invest, obligationspleje, board member since 2010
- Private Wealth Properties A/S, board member since 2016
- V. M. Brockhuus Holding A/S, board member since 2016
- V. M. Brockhuus Ejendomme A/S, board member since 2016
- V. M. Brockhuus Invest A/S, board member since 2016
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 606 A/S, KR 607 A/S, KR 612 A/S.
Mr. Jack Austern has been a member of the Board of Directors of the Company since 2013 and engaged in financial business since 1990 with trading of equities and funds. Jack Austern currently holds the position as member of the board of directors of K/S Asschenfeldt, Tyskland Super, K/S Asschenfeldt, Klosterwall, Solingen, K/S Asschenfeldt, Minden II, Jagtbiografen Ny ApS and Nystrøm & Krabbe Ny A/S.
Re. item 4)
The Board of Directors proposes the following remuneration for the Board of Directors for the financial year 2016/2017:
- Ordinary members will receive a basic remuneration of DKK 55,000
- The chairman will receive a basic remuneration of DKK 120,000
Re. item 5)
The Board of Directors proposes that Deloitte Statsautoriseret Revisionspartnerselskab should be re-elected as auditor.
Re. item 6)
The Board of Directors proposes that the Articles of Association of the Company is amended in accordance with the compare version attached to this notice. The changes are primarily proposed to allow the closure of the master fund by transfer of the assets in the master fund to the Company. Currently, the Company acts as a feeder and primarily buys fund units in the master fund, Ress Uncorrelated Assets Fund. Closing the master fund is expected to produce cost savings for the Company, and the Board therefore recommends the annual general meeting to adopt the proposed changes. No assurance can be given that the master fund will actually be closed and the cost savings realized.
The main intention with the proposed changes in section 2.2 of the Articles of Association is to allow the Company to purchase life insurance policies directly as mentioned above.
It is proposed that the authorisation of the Board of Directors to acquire own shares on behalf of the Company in section 6.1 of the Articles of Association is extended until 1 January 2022.
The proposed changes in sections 7.1 and 8.1 of the Articles of Association related to leverage, lending etc. are proposed to reflect the investment restrictions in the master fund.
The proposed changes in sections 13.5, 13.6 and 13.7 of the Articles of Association are made to clarify the appointment of Resscapital AB as the Company's manager and the appointment of a depositary.
Re. item 7)
Proposal by the Board of Directors to authorise the chairman of the meeting with full power of delegation, to register the proposals adopted with the Danish Business Authority ( Erhvervsstyrelsen ) and to make such additions, alterations or amendments thereto or therein, including to the Articles of Association, and to take any other action as the Danish Business Authority may require for registration.
SPECIAL VOTING REQUIREMENTS Adoption by the general meeting of the proposal to amend the Company's Articles of Association (item 6 on the agenda) is subject to the requirement that at least 2/3 of both the votes cast and the voting share capital represented at the general meeting vote in the affirmative, cf. Section 106 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 3 January 2017 ( 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 5 January 2017, 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 5 January 2017. 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 MYahaya@Citco.com for receipt no later than 5 January 2017, 10:00 a.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 MYahaya@Citco.com for receipt no later than 5 January 2017, 10:00 a.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 MYahaya@Citco.com for receipt no later than 9 January 2017 , 5:00 p.m.
SHARE CAPITAL AND VOTING RIGHTS The Company's share capital is EUR 26,068,000, 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: 52,136 Number of votes: 52,136
AGENDA ETC. The agenda, the annual accounts with the auditor's report and the Annual Report 2015/2016 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 2015/2016, 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 Tel + 46 8 545 282 09
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