Notice to attend the Extraordinary General Meeting in Resurs
The Shareholders of Resurs Holding AB (publ) are hereby invited to the Extraordinary General Meeting on Friday 27 October 2017 at 10.00 am CET at Dunkers Kulturhus, Kungsgatan 11 in Helsingborg, Sweden.
Shareholders who wish to attend the Extraordinary General Meeting shall
- be entered in the share register maintained by Euroclear Sweden on Saturday 21 October 2017. Since the record day is a Saturday, shareholders must make sure to be entered in the share register on Friday 20 October 2017, and
- give notice of their attendance no later than on Monday 23 October 2017. Notice to attend is to be made on the company’s website www.resursholding.com, by telephone to +46 8 402 91 71 or by mail to Resurs Holding AB "EGM", c/o Euroclear Sweden, Box 191 SE‑101 23 Stockholm, Sweden.
Shareholders shall in their notice to attend state name, personal identification number or company registration number, address, telephone number and advisors, if applicable. Shareholders whose shares are registered in the names of nominees must temporarily re-register such shares in their own name in order to be entitled to attend the General Meeting. In order for such re-registration to be completed on Friday 20 October the shareholder must inform their nominees well before that day. Shareholders attending by a proxy or a representative should send documents of authorisation to the mail address above well before the General Meeting. A template proxy form is available on the company’s website www.resursholding.com. Shareholders cannot vote or, in other way, attend the General Meeting by remote access.
1. Opening of the General Meeting.
2. Election of Chairman of the General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to check and verify the minutes.
6. Determination of whether the General Meeting has been duly convened.
7. Resolution on distribution of dividends.
8. Resolution to authorize the Board to resolve on acquisitions of the company’s own shares.
9. Closing of the General Meeting.
Resolutions proposed by the nomination committee
Election of Chairman of the General Meeting (item 2)
The Nomination Committee proposes that Jan Samuelson, Chairman of the Board, is elected to be the Chairman of the General Meeting.
Resolutions proposed by the board
Resolution on distribution of dividends (item 7)
The Board proposes a dividend of SEK 1.50 per share (SEK 300,000,000 in total) and that the record date for dividend shall be on Tuesday 31 October 2017. If the General Meeting resolves in accordance with the proposal, the dividend is estimated to be paid out to the shareholders on Friday 3 November 2017.
According to the annual report for the financial year 2016, the company's unrestricted equity (available profit and unrestricted reserves) amounts to SEK 2,685,298,757. Following approval of the balance sheet, the Annual General Meeting resolved on a dividend distribution of SEK 600,000,000 to the shareholders, after which SEK 2,085,298,757 of the amount available pursuant to Ch. 17 Sec. 3 paragraph 1 of the Swedish Companies Act, remains.
The dividend proposal is based on the intention to commence paying dividends biannually instead of once a year as previously. Taking into account the limitations of the Companies Act relating to the amount available for dividend distribution, the intention is to pay dividends biannually as the capital requirements allow it. Accordingly, the shareholders will have access to accumulated and distributable earnings at an earlier stage than would otherwise be the case, and experience a more even cash flow from their holdings in the company. In 2018, the Board intends to propose that resolutions to distribute dividends be taken on two occasions during 2018, both at the Annual General Meeting 2018, and at an Extraordinary General Meeting during the fall of 2018. The transition into paying dividends twice per year does not entail any change to the company’s target of paying at least 50 per cent of net profit for the year in dividends and does not affect the company’s growth target.
Further, the Board proposes that the Board, the CEO or any person they appoint shall have the right to make any minor adjustments to the resolutions above that are deemed necessary in conjunction with the registration with the Companies Registration Office and/or Euroclear Sweden AB, and otherwise take necessary measures to implement the resolution.
Resolution to authorize the Board to resolve on acquisitions of the company’s own shares (item 8)
The Board proposes that the Board is granted the authority to, on one or more occasions, acquire the company’s own shares, subject to applicable capital adequacy requirements at any given time and according to the following terms and conditions for the period until the Annual General Meeting 2018:
- Acquisitions of own shares may be made of no more than so many shares that the company’s holding of treasury shares at any given time amounts to no more than 5 per cent of the total number of shares in the company.
- Acquisitions of own shares may only be made on Nasdaq Stockholm and in accordance with the Nasdaq Stockholm Rulebook for Issuers.
- Acquisitions of own shares may only be made at a price per share within the spread registered on the Nasdaq Stockholm from time to time, meaning the spread between the highest bid price and the lowest ask price.
- Payment for the shares shall be made in cash.
According to the annual report for the financial year 2016, the company's unrestricted equity (available profit and unrestricted reserves) amounts to SEK 2,685,298,757. Following approval of the balance sheet, the Annual General Meeting resolved on a dividend distribution of SEK 600,000,000 to the shareholders, after which SEK 2,085,298,757 of the amount available pursuant to Ch. 17 Sec. 3 paragraph 1 of the Swedish Companies Act, remains. Provided that the Extraordinary General Meeting resolves on a dividend distribution in accordance with the dividend proposal (item 7), the corresponding amount will be SEK 1,785,298,757.
The purpose of the authorization of the Board to acquire the company´s own shares is to create a tool for the Board to continuously during the year calibrate the company’s actual capital position in relation to its established target for this position.
The resolution of the General Meeting according to item 8 above is only validly adopted if shareholders holding no less than two thirds of both the votes cast and the shares represented at the meeting vote in favour of the proposal.
Shares and votes
At the date 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.
The Board’s complete proposals for resolutions are included in the notice. The Board’s motivated statements according to Ch. 18 Sec. 4 and Ch. 19 Sec. 22 of the Companies Act, respectively, the annual report and the audit report of 2016, the Board’s statement pursuant to Ch. 18 Sec. 6 and Ch. 19 Sec. 24 of the Companies Act, the auditor’s statements pursuant to Ch. 18 Sec. 6 and Ch. 19 Sec. 24 of the Companies Act, respectively, as well as a proxy form are available at the company’s website www.resursholding.com, at the company’s office at Ekslingan 9 in Helsingborg, Sweden, and will be sent to those shareholders who so request and state their postal address or email address.
For ordering the documentation, the same address and telephone number can be used as for the notice to attend, see above.
Shareholders’ right to request information
The Board and the CEO shall, if any shareholder so requests and the Board believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda.
Helsingborg, September 2017
RESURS HOLDING AB (PUBL)
Schedule for the Meeting:
The doors open for shareholders at 9.30 am CET.
The Extraordinary General Meeting commences at 10.00 am CET.
More information is available from
About Resurs Holding
Resurs Holding (Resurs), which operates through the subsidiaries Resurs Bank and Solid Försäkring, is the leader in retail finance in the Nordic region, offering payment solutions, consumer loans and niche insurance products. Since its start in 1977, Resurs Bank has established itself as a leading partner for sales-driven payment and loyalty solutions in retail and e-commerce, and Resurs has thus built a customer base of approximately 5.5 million private customers in the Nordics. Resurs Bank has had a banking licence since 2001 and is under the supervision of the Swedish Financial Supervisory Authority. The Resurs Group operates in Sweden, Denmark, Norway and Finland. At the end of the second quarter of 2017, the Group had 742 employees and a loan portfolio of SEK 22.3 billion. Resurs is listed on Nasdaq Stockholm, Large Cap.