Bifogade filer
Notice to attend the Extraordinary General Meeting
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Mid Cap Stockholm |
| Sektor | Finans |
| Industri | Nischbank |
At the request of Ronneby UK Limited (“Ronneby”), which, following the completion of the public takeover offer to the shareholders of Resurs Holding AB (publ) (“Resurs” or the “Company”) holds approximately 80 per cent of the shares in Resurs, the shareholders of the Company are hereby invited to the Extraordinary General Meeting on Thursday, 10 October 2024 at 1:00 p.m. at Dunkers Kulturhus, Kungsgatan 11, Helsingborg. Registration will commence at 12:30 p.m.
RIGHT TO PARTICIPATE
Shareholders who wish to attend the Meeting shall
(i) be entered in the share register maintained by Euroclear Sweden AB in terms of conditions on the record date, Wednesday 2 October 2024, and
(ii) register their notice to attend with the Company not later than Friday 4 October 2024. Such notice to attend is to be made by telephone at +46 (0)8 402 9171 (Monday-Friday 9:00 a.m.-4:00 p.m.), on the Company’s website www.resursholding.se, by e-mail to GeneralMeetingService@euroclear.com or by mail to Resurs Holding AB “EGM”, c/o Euroclear Sweden, Box 191, 101 23 Stockholm, Sweden. In their notice to attend, shareholders shall state their name, personal identification number or Corporate Identity Number, address, telephone number and advisors, if applicable (a maximum of two).
PROXIES ETC.
If a shareholder is represented by proxy, the proxy must have a power of attorney at the Meeting in writing, dated and signed by the shareholder. The power of attorney may not be older than a year, unless a longer validity (but not more than five years) is stated in the power of attorney. If the power of attorney is issued by a legal entity, or if the shareholder is represented by legal representatives, a copy of the current registration certificate or equivalent authorisation documentation for the legal entity is required. To facilitate admission/registration at the Meeting, powers of attorney, as well as registration certificates and other authorisation documentation, should be submitted to the Company in no later than in conjunction with the final date for registration (Friday 4 October 2024), see address/e-mail address under “Right to participate” above. A template proxy form is available on the Company’s website www.resursholding.se.
NOMINEE-REGISTERED SHARES
Shareholders who have their shares nominee-registered through the bank or another nominee, for example having their shares in a custody account, must – aside from giving notice of participation in the General Meeting – request that the shares be temporarily re-registered in their own name so that the shareholder is entered in the share register maintained by Euroclear as per the record date of Wednesday 2 October 2024. Such registration may be temporary (so-called voting right registration) and may be requested from the nominee in accordance with the nominee’s procedures at a time in advance as determined by the nominee. Voting rights registration that have been requested by shareholders in such a time that registration has been completed by the nominee by Friday 4 October 2024 at the latest will be taken into account in the preparation of the share register as per the record date.
PROPOSED AGENDA
- Opening of the Meeting.
- Election of Chairman of the Extraordinary General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to check and verify the minutes.
- Determination of whether the Extraordinary General Meeting has been duly convened.
- Resolution regarding the number of members of the Board of Directors.
- Resolution regarding remuneration to the members of the Board of Directors.
- Election of members of the Board of Directors and dismissal of members of the Board of Directors.
- Election of Chairman of the Board of Directors.
- Resolution regarding abolishment of the 2024 Annual General Meeting's decision on the instruction for the Nomination Committee.
- Closing of the Meeting.
RESOLUTIONS PROPOSED
Election of Chairman of the Extraordinary General Meeting (item 2)
The Board of Directors proposes that Ola Grahn, or in his absence the individual that the Board of Directors designates, be elected the Chairman of the Extraordinary General Meeting.
Resolution regarding the number of members of the Board of Directors (item 7), Resolution regarding remuneration to the members of the Board of Directors (item 8), Election of members of the Board of Directors and dismissal of members of the Board of Directors (item 9) and Election of Chairman of the Board of Directors (item 10)
Ronneby has requested that the above-mentioned items be addressed at the General Meeting and informed the Company that proposals will be presented to the General Meeting in as ample time as possible, and the Company will publish the proposals through a press release.
Resolution regarding abolishment of the 2024 Annual General Meeting's decision on the instruction for the Nomination Committee (item 11)
As a result of the current ownership structure of Resurs, Ronneby does not believe it is appropriate for Resurs to retain a nomination committee in accordance with the Swedish Corporate Governance Code, and thus proposes that the general meeting resolves to, with effect from the decision by the general meeting, abolish the instruction for the Nomination Committee adopted by the annual general meeting 2024.
OTHER INFORMATION
Number of shares and votes
At the time of the issuance of this notice the total number of shares in the Company amounts to 200,000,000 with one vote each, thus in total 200,000,000 votes. At the time of the issuance of this notice the Company holds no own shares.
Right to receive information
At the Extraordinary General Meeting, the Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can do so without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda.
Processing of personal data
Resurs Holding AB (publ) 556898-2291, registered in Helsingborg, is the controller of the processing of personal data in connection with the Extraordinary General Meeting. For information on how personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Data Protection Officer of Resurs Holding
E-mail: DPO@resurs.se
Telephone: 042-38 20 00
Address: Resurs Holding, DPO, Box 22209, SE-250 24 Helsingborg, Sweden.
__________________________
Helsingborg, September 2024
RESURS HOLDING AB (PUBL)
THE BOARD OF DIRECTORS
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
MORE INFORMATION:
Sofie Tarring Lindell, CFO and Head of IR, +46-73-644 33 95, sofie.tarringlindell@resurs.se
Lena Johansson, Legal Counsel, +46-72-0069363, lena.johansson@resurs.se