Notice to attend the Annual General Meeting in Resurs Holding

The shareholders of Resurs Holding AB (publ) are hereby invited to the Annual General Meeting on 17 June 2020 2020 at 08:30 a.m. at Dunkers Kulturhus, Kungsgatan 11, Helsingborg. Registration starts at 08:00 a.m.

NOTICE ETC.

Shareholders who wish to attend the Annual General Meeting shall

  • be entered in the share register maintained by Euroclear Sweden on Thursday, 11 June 2020, and
  • give notice of their attendance no later than on Thursday, 11 June 2020. Notice to attend is to be made on the company’s website www.resursholding.se, by telephone to +46 8 402 91 71 or by mail to Resurs Holding AB “Annual General Meeting”, c/o Euroclear Sweden, Box 191, 101 23 Stockholm, Sweden.

Shareholders shall in their notice to attend state their name, personal identification number or Corporate Identity 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 Annual General Meeting. In order for such re-registration to be completed on Thursday, 11 June 2020, 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 Annual General Meeting. A template proxy form is available on the company’s website www.resursholding.se.

The shareholders may exercise their voting rights at the general meeting by postal voting. Kindly note that notice and registration in accordance with the above must also be made by shareholders which exercise their rights by postal voting.

INFORMATION DUE TO THE CORONAVIRUS
Due to the outbreak of coronavirus, the Annual General Meeting will be held in the simplest possible format with limited attendance by the Board, management, etc. No food or drink will be served and the CEO and CFO will not hold their usual presentations. The CEO will give a prerecorded presentation that will be published on Resurs Holding’s website www.resursholding.se after the Meeting.  Resurs encourages shareholders to make use of the option to vote by post so as to reduce the number of participants attending the Meeting in person, and thus contribute to reducing the spread of the virus (see information about postal voting below).

Information about any additional measures that Resurs will take, due to coronavirus, to ensure that the Meeting can be held in the simplest possible format will be published on the company’s website.

POSTAL VOTING
The shareholders may exercise their voting rights at the general meeting by postal voting in accordance with section 3 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A shareholder who wish to exercise postal voting shall, in addition to be included in the shareholders’ register and give notice in accordance with the above, use a special form for postal voting.

Shareholders that are not legal entities and that are not voting by proxy, may digitally exercise their voting rights until 15 June 2020 at 17.00 CEST by the use of BankID, see further information at www.resursholding.se. Shareholders that are legal entities, vote by proxy or do not wish to vote digitally, shall fill in and send the form available at www.resursholding.se. The completed and signed form, and any authorization documents, shall be sent to by mail to Resurs Holding AB “Annual General Meeting”, c/o Euroclear Sweden, Box 191, 101 23 Stockholm (mark the envelope “Postal voting AGM 2020) and shall be received by the Company no later than 15 June 2020 at 17.00 CEST.

If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders exercising postal voting by proxy. The shareholder may not provide special instructions or conditions in the postal voting form. If so, the vote is invalid.  Further instructions and conditions are included in the form for postal voting.

PROPOSED AGENDA

  1. Opening of the Annual General Meeting.
  2. Election of Chairman of the Annual 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 Annual General Meeting has been duly convened.
  7. Presentation of the company’s Annual Report and the auditor’s report and of the consolidated financial statements and the Group auditor’s report.
  8. Resolution on the adoption of the Profit and Loss Statement and the Balance sheet and of the Group Profit and Loss Statement and the Group Balance sheet.
  9. Resolution on the allocation of the company’s earnings as stated in the adopted Balance Sheet.
  10. Resolution on the discharge from liability of the members of the Board and the CEO.
  11. Determination of the number of members of the Board.
  12. Determination of the remuneration to the Board and the auditor.
  13. Election of Board members:
  1. Martin Bengtsson (re-election, proposed by the Nomination Committee)
  2. Fredrik Carlsson (re-election, proposed by the Nomination Committee)
  3. Lars Nordstrand (re-election, proposed by the Nomination Committee)
  4. Marita Odélius Engström (re-election, proposed by the Nomination Committee)
  5. Mikael Wintzell (re-election, proposed by the Nomination Committee)
  6. Johanna Berlinde (re-election, proposed by the Nomination Committee)
  7. Kristina Patek (new election, proposed by the Nomination Committee)
  8. Susanne Ehnbåge (new election, proposed by the Nomination Committee)
  1. Election of the Chairman of the Board.
  2. Election of auditors.
  3. Adoption of Nomination Committee instruction.
  4. Resolution on guidelines for compensation for senior executives
  5. Resolution of the Board’s proposal on repurchase of subscription warrants of series 2016/2020 (LTI 2016).
  6. Resolution of the Board’s proposal on a directed issue of warrants of series 2020/2023 (LTI 2020) as well as transfer of such warrants.
  7. Resolution to authorise the Board to resolve on acquisitions of the company’s own shares.
  8. Resolution of amendments to the Articles of Association.
  9. Closing of the Annual General Meeting.

RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE

Election of Chairman of the Annual General Meeting (item 2)
The Nomination Committee proposes that Magnus Lindstedt be elected the Chairman of the Annual General Meeting.

Determination of the number of members of the Board and the election of the members of the Board and the Chairman of the Board (items 11, 13 and 14)
The Nomination Committee proposes that the Board consist of eight members.

The Nomination Committee proposes that, for the period until the close of the next Annual General Meeting, Martin Bengtsson, Fredrik Carlsson, Lars Nordstrand, Marita Odélius Engström, Mikael Wintzell and Johanna Berlinde be re-elected as members of the Board, and that Kristina Patek and Susanne Ehnbåge be elected as new Board members.

The Nomination Committee proposes that Martin Bengtsson be re-elected as Chairman of the Board.

Determination of the remuneration to the Board and the auditor (item 12)
The Nomination Committee proposes that remuneration for ordinary Board work for the period until the close of the next Annual General Meeting remain unchanged and be as follows:

  • SEK 1,320,000 to the Chairman of the Board,
  • SEK 440,000 to each of the other members of the Board.

The Nomination Committee has furthermore proposed that remuneration for committee work for the period until the close of the next Annual General Meeting remain unchanged and be as follows:

  • SEK 100,000 to the Chairman and SEK 50,000 to each of the other members of the Audit Committee,
  • SEK 300,000 to the Chairman and SEK 150,000 to each of the other members of Corporate Governance Committee,
  • No remuneration shall be paid for work in the Remuneration Committee.

The Nomination Committee proposes that the auditor be paid in accordance with approved invoices.

Election of auditors (item 15)
The Nomination Committee proposes, in accordance with the Audit Committee’s recommendation, that the company have a registered accounting firm as auditor and that the registered accounting firm Ernst & Young AB be re-elected as auditor for the period up until the close of the Annual General Meeting 2020. Ernst & Young AB has informed the company that the Authorised Public Accountant Jesper Nilsson will serve as auditor in charge should Ernst & Young AB be re-elected as auditor.

Adoption of Nomination Committee instruction (item 16)
The Board proposes a somewhat revised Nomination Committee instruction, primarily to achieve more flexible wording concerning the share information that forms the basis of the Nomination Committee’s composition, and also what applies in the event of owner changes during the work of the Nomination Committee. The Nomination Committee’s proposals to the revised Nomination Committee instruction are the following: 

The Nomination Committee is to be comprised of the Chairman of the Board and Board members appointed by the four shareholders with the greatest number of votes per the final banking day in August every year, based on share information from Euroclear Sweden AB and other reliable share information that has been provided by the company. Shareholders also refers to other groups of shareholders who have been categorised in the Euroclear Sweden system and other known shareholder ownership categories. Should any of the four largest shareholders waive their right to appoint members to the Nomination Committee, the shareholder who has the next largest shareholding is granted the right to appoint a member.

The Chairman of the Board shall convene the Nomination Committee to its first meeting. The member appointed by the largest shareholder in terms of votes is to be appointed Chairman of the Nomination Committee.

If one or more shareholders who have appointed members to the Nomination Committee significantly reduce their shareholding, the Nomination Committee shall, bearing in mind the time remaining to the Annual General Meeting and how far the Nomination Committee have progressed in its work, assess whether the member appointed by such a shareholder should step down from the Company and the shareholder who is next in line in terms of size of shareholding be given the right to appoint a member to the Nomination Committee. If this does not occur and it is more than two months until the Annual General Meeting, the shareholder who is next in line has the right to request to appoint a representative who will be co-opted on to the Nomination Committee.

If a member leaves the Nomination Committee before its work is completed, and the Nomination Committee deems it suitable to appoint a replacement, the replacement member shall be appointed by the same shareholder, or, if this shareholder no longer has sufficient shareholding to have the right to appoint a member to the Nomination Committee, the member shall be appointed by the shareholder who is next in line in terms of the size of shareholding.

The composition of the Nomination Committee shall normally be made public at least six months before the Annual General Meeting. No remuneration shall be issued to the members of the Nomination Committee. Changes to the composition of the Nomination Committee shall immediately be publicised. The company is liable for any potentially necessary expenses related to the work of the Nomination Committee. The Nomination Committee’s mandate period remains in effect until the public release of the revised composition of the Nomination Committee.

The Nomination Committee shall present proposals for the Chairman of AGMs, the members of the Board of Directors, the Chairman of the Board, auditors, Board fees specified by fees to the Chairman and fees to other Board members, as well as remuneration for Committee work and fees to the company’s auditors. The Nomination Committee shall additionally, if assessed to be necessary, present proposals for changes to this instruction.

The instruction for the Nomination Committee is valid until resolutions for changes to the instruction have been made at the Annual General Meeting.

RESOLUTIONS PROPOSED BY THE BOARD

Resolution on the allocation of the company’s earnings as stated in the adopted Balance Sheet (item 9)
The Board proposes that the non-restricted funds available for distribution at the Annual General Meeting of SEK 2,606,220,425 is carried forward.

In light of the current situation, the Board of Directors has decided to propose that a decision on dividend shall not be made at the AGM. When the consequences of the Covid-19 pandemic can be better overviewed, the Board of Directors intends to, if the conditions are appropriate, convene an Extraordinary General Meeting, at which the shareholders will be able to decide on dividend.

Resolution on guidelines for remuneration of senior executives (item 17)
In light of new statutory requirements concerning the content of remuneration guidelines, the Board proposes that the Annual General Meeting resolves to adapt the following guidelines for remuneration of senior executives to apply until further notice, but no longer than until the 2024 Annual General Meeting.

These guidelines apply to the CEO and other members of Group Management. The guidelines shall apply to remuneration as agreed, and changes that have been made to remuneration that have already been resolved since the adoption of the guidelines at the 2020 Annual General Meeting. The guidelines do not cover remuneration that has been resolved by the Annual General Meeting.

The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability
Resurs conducts its operations within banking and insurance, and the operations are divided into three business segments, based on the products and services offered: Payment Solutions (comprising Retail Finance, Credit Cards and Factoring), Consumer Loans and Insurance. The company strives to be a responsible enterprise that is run with the purpose of creating value for partners, customers, employees and owners in a long-term and sustainable manner. For more information on Resurs’s business strategy, see www.resursholding.se/en/business-model-and-strategy/.

A successful implementation of the company’s long-term interests, including within sustainability, runs on the assumption that the company is able to recruit and retain qualified employees. In order to achieve this, the company must be able to offer competitive remuneration. These guidelines allow for competitive total remuneration to be offered to senior executives.

Long-term incentive programmes have been established in the company in the form of warrants. These have been resolved by the Annual General Meeting and are therefore not covered by these guidelines. For the same reason, the long-term incentive programmes that the Board has proposed that the Annual General Meeting 2020 adopt are also not covered. The proposed programme essentially corresponds to already existing programmes. The programme, which has a duration of three years, is clearly linked to the company’s long-term value-creating ambitions. 

Remuneration that is covered by these guidelines is aimed at promoting the company’s business strategy, long-term interests and sustainability, as well as counteracting unhealthy risk-taking. With this as a background, as well as considering the current regulations on systems of remuneration present in banking and insurance operations, the remuneration to senior executives shall not consist of variable remuneration. Resurs has assessed that fixed remuneration, together with long-term incentive programmes that are determined by the Annual General Meeting, create the optimal conditions to allow management to consistently focus on the company’s long-term goals.

Forms of remuneration etc.
Remuneration shall be market-based and consist of the following components: fixed salary, pension benefits and other benefits. Additionally, the Annual General Meeting can — independently of these guidelines — resolve, for example, share and share-price-related remunerations.

For the CEO, pension benefits, including health insurance, shall be defined contribution. The pension premiums for defined contribution pensions shall not exceed 35 per cent of the fixed annual salary of the CEO. For other senior executives, pension benefits, including health insurance, shall be defined contribution unless the executive is covered by a defined benefit pension in accordance with mandatory collective agreements. The pension premiums for defined contribution pensions shall not exceed 30 per cent of the fixed annual salary of other senior executives.

Other benefits may include life insurance, medical benefits insurance and company car benefit. Such benefits must not exceed 10 per cent of the fixed annual salary of other senior executives.

For employment conditions that fall under other regulations than those in Sweden, in reference to pension benefits and other benefits, appropriate adjustments are made to follow mandatory rules or fixed local practices, whereby the general purpose of the guidelines is satisfied as far as possible. The current Group Management is subject to Swedish regulations.

Termination of employment
From the company, the notice period for termination may be at most 18 months for the CEO and at most 12 months for other members of Group Management. From the senior executive, the notice period for termination may be at most six months. No termination benefits are paid.

However, remuneration for potential commitments to restrict competition could be issued. Such remuneration shall, in accordance with the current laws, compensate for potential loss of income as a result of commitments to restrict competition. Remuneration shall be based on the fixed salary on the termination date, and be paid during the period that the commitment of the restriction of competition applies.

Salary and terms of employment for employees
In preparing the Board’s proposals for these remuneration guidelines, salary and terms of employment for the company’s employees are taken into account in so far as that information on the employees’ total remuneration, the components of the remuneration and the remuneration’s increase and rate of increase over time comprised a portion of the Remuneration Committee’s and the Board’s basis for decision-making on the evaluation of fairness of the guidelines and any resulting limitations.

Decision making process for ensuring, monitoring and adapting the guidelines
The Board has instituted a Remuneration Committee. The tasks of the Remuneration Committee include preparing the Board’s resolutions on proposals for guidelines concerning remuneration of senior executives. The Board shall prepare proposals for new guidelines at least once every four years, and submit the proposal to be resolved by the Annual General Meeting. The guidelines are to be valid until new guidelines have been adopted by the Annual General Meeting. The Remuneration Committee shall also follow and evaluate the programme for variable remuneration for company management, the application of guidelines for remuneration for senior executives and the relevant remuneration structures and levels in the company. The Remuneration Committee’s members are independent in relation to the company and its management. In the Board’s processing of and decisions on remuneration related issues, the CEO and other individuals in company management are not present in circumstances when they are affected by the issue at hand.

Deviations from the guidelines
The Board may resolve to temporarily deviate from the guidelines partially or entirely should there be grounds to do so in a particular case, and should a deviation be deemed necessary in order to satisfy the company’s long-term interests, including its sustainability, or to guarantee the company’s financial buoyancy. As stated above, it is part of the role of the Remuneration Committee to prepare the Board’s decisions on remuneration issues, which includes decisions on deviations from the guidelines.

Resolution of the Board’s proposal on repurchase of subscription warrants of series 2016/2020 (item 18)
The Board proposes that the Annual General Meeting resolves that the company offers to repurchase all outstanding warrants of series 2016/2020 (maximum 2,840,000 warrants in total, i.e. excluding warrants held by subsidiaries of the company), for a consideration on market terms, in connection with the three exercise periods which occur during 2020 according to the terms and conditions for the warrants (the “Offer”).

According to their terms and conditions, warrants of series 2016/2020 can be exercised by subscribing for shares during the following three periods (the “Exercise Periods”):

  • during a two-week period after the second day after the company’s Annual General Meeting 2020,
  • during a two-week period after the day of the announcement of the company’s interim report for the second quarter 2020, and
  • from the day after the announcement of the company’s interim report for the third quarter 2020 up to and including 27 November 2020.

Following the Offer, the company intends to cancel repurchased warrants. Holders who do not accept the Offer can, regardless of the Offer, subscribe for shares by exercising warrants during each Exercise Period according to applicable terms and conditions for the warrants.

The warrants in series 2016/2020 were issued at an Extraordinary General Meeting on 17 April 2016, in connection with the company’s IPO, as part of an incentive program directed to senior executives and key employees in the company. The company has the right of first refusal to the warrants, should the holders wish to transfer these. No transfer restrictions apply for shares that have been subscribed for pursuant to the warrants.

The Board proposes that the holders, through the Offer, shall be given the opportunity to transfer warrants to the company in connection with the Exercise Periods. The Offer does not entail any additional tax costs compared to an exercise of the warrant, nor any transaction fees for the company and it also simplifies administration for the company and is less burdensome for the warrant holders compared to if the warrants had been exercised and the participants had financed the exercise themselves. In addition, the repurchase of the warrants decreases the warrants’ dilutive effect on votes compared to if the warrants were exercised.

The number of warrants that the Offer comprises is set out in the table below.

List of outstanding warrants of series 2016/2020
Number of warrants issued 4,000,000
Warrants purchased by the participants 3,505,000
Minus repurchased warrants - 665,000
Number of outstanding warrants 2,840,000
Of which the CEO 750,000
Of which 4 other senior executives 375,000
Of which 31 other holders 1,715,000

In the light of the above, the Board proposes that the Annual General Meeting resolves to make the Offer to all 36 holders of warrants of series 2016/2020 to, during the Exercise Periods, transfer their warrants to the company for a consideration on market terms, based on the closing price of the company’s share price on Nasdaq Stockholm and other prevailing market conditions per the end of each Exercise Period respectively. An independent valuation firm shall calculate the Offer consideration in accordance with an established valuation method for warrants on the Swedish market (Black & Scholes).

Based on an assumed share price of SEK 33.86 (the closing price on 5 May 2020), the proceeds pursuant to the Offer would total SEK 0, if all warrant holders of series 2016/2020 fully accept the Offer during the first Exercise Period.

The Board’s proposal under this item has been prepared by the Board and its Remuneration Committee.

The Annual General Meeting’s resolution to offer to repurchase of subscription warrants of series 2016/2020 in accordance with the above, is conditional on the Annual General Meeting resolving in accordance with the Board’s proposal to implement LTI 2020 according to item 19 in this notice.

Resolution of the Board’s proposal on a directed issue of warrants of series 2020/2023 (LTI 2020) as well as transfer of such warrants (item 19)

Background

In connection with the IPO of the company, the Extraordinary General Meeting on 17 April 2016 resolved to implement an incentive programme to senior executives and other key employees within the Resurs group, 49 persons in total, comprising not more than a total of 8,000,000 warrants in two series (the “LTI 2016”). The warrants of series 2016/2019 in the LTI 2016 expired on 29 November 2019. At present, 36 persons are holding 2,840,000 warrants in total of series 2016/2020 in the LTI 2016 (including six senior executives and key employees that have left or will within shortly leave the company that hold in total 1,527,500 warrants of series 2016/2020). The exercise price for subscription of shares for series 2016/2020 is SEK 64.10 and each warrant entitles to 1.23 shares in the company (before recalculation for the dividend proposed to the Annual General Meeting). Shares may be subscribed for during certain subscription periods up to and including 27 November 2020 for series 2016/2020. In addition, the company has since 2019 a three-year long-term incentive programme (“the LTI 2019”), which is based on similar terms and conditions as the warrants in the LTI 2016. In total, LTI 2019 currently comprises 20 participants and 1,262,749 warrants. If all warrants are exercised in full, the total number of shares will increase by 4,793,831 shares, corresponding to approximately 2.4 per cent of the total number of shares and votes as per the date of this notice. The LTI 2016, LTI 2019 and remuneration to senior executives are further described in the company’s annual report for the financial year 2019.

Summary of the proposal

Since series 2016/2020 of the LTI 2016 expires during this year, the Board proposes that the Annual General Meeting resolves on the implementation of a new long-term incentive programme (the “LTI 2020”) on terms and conditions principally similar as for the LTI 2016 and LTI 2019. The warrants in the LTI 2020 are therefore proposed to only be issued in one series. The LTI 2020 is proposed to be offered to the senior executives and other key employees within the Resurs group (the “Participants”), who, at the time of the Board’s proposal, remains employed and who has not given or been given notice of termination, who hold – and in whole or in part accept the repurchase offer regarding – warrants of series 2016/2020 (under item 18 in this notice (the “Repurchase Offer”)) in connection with the first exercise period for these warrants. In addition to Participants, who can acquire not more than a total of 1,312,500 warrants, LTI 2020 is also proposed to include a maximum of 15 new senior executives and key employees (the “New Participants”) who can acquire not more than the total number of warrants not acquired by the Participants in the LTI 2020. The LTI 2020 comprises a maximum of 3,200,000 warrants which not more than 30 Participants and not more than 15 New Participants are offered to acquire to market price. Each warrant entitles to subscription of one share in the company.

The warrants are proposed to be issued free of charge to the company’s wholly-owned subsidiary Resurs Förvaltning Norden AB, with a subsequent transfer to the Participants and any New Participants in the LTI 2020 at market price.

The categorisation of the Participants is proposed to be similar to the LTI 2016 because the Participants’ right to participate in the LTI 2020 is based on the number of warrants which the Participants transfer through the Repurchase Offer (item 18 above). The categorisation of the Participants includes nine categories. New Participants are divided into six categories based on their position within the Resurs group where each participant may acquire a certain maximum number of warrants per participant depending on the category. The categorisation of the Participants and the New Participants, respectively, is different in order to simplify the structure for New Participants in LTI 2020 and simultaneously enable Participants in the LTI 2016 to participate in the LTI 2020 to the same extent as previously. The minimum number of warrants to acquire is 5,000 per participant for all categories.

In order to implement the LTI 2020, the Annual General Meeting is proposed to resolve on a directed issue and a transfer of warrants to the participants in the programme.

The Board’s proposal

The LTI 2020

The purpose of the LTI 2020 is, in line with the LTI 2016 and the LTI 2019, to offer additional value to senior executives and other key employees so that the employees’ own investments in the group are encouraged creating a long-term commitment to the Resurs group. Through this, an increased alignment of interests between the employees and the company’s shareholders is achieved.

To offer a competitive remuneration structure for senior executives and other key employees of the group, whose efforts and skills have been and still are of great importance to the continuous goal for the group to achieve more growth and profitability, it is proposed that the company participates in the LTI 2020 as set out below.

  1. The LTI 2020 entails that not more than 45 persons are offered to acquire not more than 3,200,000 warrants in total. The warrants are proposed to be issued in one series. Each warrant entitles to subscription for one share in the company.
  2. Application regarding acquisition of warrants must be made no later than 5 trading days from the day after the Board resolves to offer the Participants and any New Participants in the LTI 2020 to acquire warrants. However, the application period may be extended as resolved by the Board.
  3. The price for the warrants shall be determined as the calculated market value for the warrants at the time of allotment by applying the Black & Scholes valuation model calculated by an independent valuation institute.
  4. The right to acquire warrants in the LTI 2020 is granted the Participants, however, limited to the number of warrants which the Participants transfer through the Repurchase Offer in connection with the first exercise period for the warrants of series 2016/2020 in the LTI 2016, divided into nine categories as follows:
Category Current number of Participants Maximum number of warrants per Participant in the LTI 2020[1]
Category 1 (CEO) 0 750,000
Category 2 (CFO) 0 375,000
Category 3 0 250,000
Category 4 8 125,000
Category 5 1 75,000
Category 6 1 50,000
Category 7 1 37,500
Category 8 4 25,000
Category 9 15 12,500

[1] The right to acquire warrants in the LTI 2020 for each Participant (i.e. not for New Participants) is limited to not more than the number of warrants of series 2016/2020 that the Participants transfer through the Repurchase Offer in connection with the first exercise period for the warrants of series 2016/2020 in the LTI 2016.

   The right to acquire warrants in the LTI 2020 is granted the New Participants, divided into six categories as follows:

Category Maximum number of warrants per New Participant in the LTI 2020
Category 1 (CEO) 750,000
Category 2 (CFO) 250,000
Category 3 (group management) 125,000
Category 4 (key employees) 37,500
Category 5 (key employees) 25,000
Category 6 (key employees) 12,500

The LTI 2020 comprises in total a maximum of 30 Participants who can acquire not more than 1,312,500 warrants, and a maximum of 15 New Participants who in aggregate, within the categories above, can acquire not more than the total number of warrants not acquired by the current Participants in the LTI 2020.

The total number of participants and warrants in the LTI 2020 is 45 persons and 3,200,000 warrants.

The dividing of participants in the different categories as set out above is preliminary and is based on the current number of Participants and their categorisation in the LTI 2016 and their respective holding of warrants at the time of the proposal. In addition, up to 15 New Participants may acquire not more than the total number of warrants not acquired by the Participants in the LTI 2020, divided into six categories as set out above based on the position within the Resurs group. The reason that the number of warrants that may be acquired within the LTI 2020 is limited to the extent that Participants accept the Repurchase Offer in connection with the first exercise period for these warrants, is to enable the launch of a new incentive programme with as limited effect on dilution as possible. The dividing of any New Participants in each participant category shall be resolved by the Board prior to the offer of warrants, whereby the maximum number of warrants that may be acquired by a New Participant depends on the category assigned to such participant in accordance with the table above. The minimum number of warrants to acquire is 5,000 per participant for all categories.

  1. The right to acquire warrants according to the above shall be granted all Participants at the time of the offer from the Board, but only up to the number of warrants that each participant accepts under the Repurchase Offer, and subsequently New Participants covered by the programme.

Directed issue of warrants

In order to carry out the LTI 2020, the Board proposes that the Annual General Meeting resolves on a directed issue of warrants, with deviation from the shareholders’ pre-emptive rights.

The Board’s proposal entails that the Annual General Meeting shall resolve on a directed issue of a maximum of 3,200,000 warrants, with a right to subscribe for new shares in the company on the following terms and conditions.

  1.  The warrants are issued free of charge.
  2. Each warrant shall entitle a right to subscribe for one (1) new share in the company. Consequently, the share capital will, provided that the warrants are fully exercised, increase with a maximum of SEK 16,000.
  3. The right to subscribe for warrants shall, with deviation from the shareholders’ pre-emptive rights, be granted the company’s wholly-owned subsidiary Resurs Förvaltning Norden AB.
  4. Subscription for warrants shall be made no later than 31 July 2020, with the Board  reserving the right to extend this time limit.
  5. Subscription for new shares by exercising warrants in series 2020/2023 may take place during the following subscription periods; the two-week period commencing immediately after the latest of (a) the day of the announcement of the interim report for the first quarter of 2023 and (b) the second trading day after the company’s Annual General Meeting 2023, (ii) the two-week period commencing immediately after the day of the announcement of the company’s interim report for the second quarter of 2023, and (iii) from the day of the announcement of company’s interim report for the third quarter of 2023 up to and including 30 November 2023. Irrespective of what is stated above, subscription can take place from 24 November 2023 up to and including 30 November 2023.
  6.  The warrants entitle to subscription for new shares in the company at a subscription price corresponding to 131.9 per cent of the volume-weighted average purchase price for the company’s share on Nasdaq Stockholm during a period of 5 trading days calculated from the day after the Board directs the offer to acquire warrants to the Participants. If, when subscribing for shares, the price latest price paid for the company’s share at the closing of Nasdaq Stockholm on the trading day that immediately precedes the subscription exceeds 146.1 per cent of the subscription price according to the above, the subscription price will be increased with an amount corresponding to the amount of the mentioned closing price which exceeds 146.1 per cent of the subscription price.
  7. The new shares issued shall entitle to dividend as from the first record date for dividends to occur after the registration of the new shares with the Swedish Companies Registration Office.
  8.  The terms and conditions for the warrants may be recalculated in accordance with customary recalculation principles due to e.g. a bonus issue, share split or consolidation, rights issue and/or any similar event.

The detailed terms and conditions for the warrants are set forth in the appendix “Terms and conditions for subscription warrants series 2020/2023 regarding subscription for shares in Resurs Holding AB (publ)” (see below under Documentation).

Resolution on transfer of warrants to certain senior executives and other key employees within the Resurs group

In order to implement the LTI 2020, the Board further proposes that the Annual General Meeting resolves on a transfer of warrants from the wholly-owned subsidiary Resurs Förvaltning Norden AB, to not more than 30 Participants and 15 New Participants.

The Board’s proposal entails that transfer of warrants to Participants and New Participants in the LTI 2020 shall be made on the following terms and conditions.

  1.  Transfer may be made of not more than 3,200,000 warrants in total.
  2. The right to acquire warrants shall, with deviation from the shareholders’ pre-emptive rights, be granted Participants and any New Participants who are comprised of the LTI 2020.
  3. Transfer of warrants shall be made at a price corresponding to the market value for the warrants at the time of allotment, which shall be determined as the calculated market value for the warrants applying the Black & Scholes valuation model calculated by a an independent valuation institute.
  4. Transfer of warrants shall be made at the times, and on the other terms and conditions that apply to the participants’ right to acquire warrants under the LTI 2020.

Reason for the deviation from the shareholders’ pre-emptive rights
The reason for deviating from the shareholders’ pre-emptive rights is that the company wishes to implement an incentive programme for certain senior executives and key employees within the group, by which they can be offered the opportunity to take part in the value increase in the company’s share.

Costs and dilution
The company’s costs before tax for the LTI 2020, including the directed issue and the transfer of warrants, comprise administrative costs. The total costs for the LTI 2020 (excluding costs for the repurchase which is described separately under item 18 in this notice) are estimated to amount to SEK 520,000 over a three-year period.
If the warrants are fully exercised, the number of outstanding shares in the company will increase by 3,200,000.
[2] These newly issued shares represent approximately 1.6 per cent of the shares and votes per the day of this notice.

 

[2] Notwithstanding that the right to acquire warrants in the LTI 2020 for each Participant (i.e. not for  New Participants) is limited to not more than the number of warrants of series 2016/2020 that the Participants transfer through the Repurchase Offer in connection with the first exercise period for the warrants of series 2016/2020 in the LTI 2016.

 

Effect on key figures

The programme is expected to have only a marginal impact on the company’s key figures.

Miscellaneous
Participation in the LTI 2020 presupposes that it is legally possible and adequate in the jurisdiction concerned and that such participation is considered possible with reasonable administrative and financial costs. The Board shall be entitled to offer alternative incentive programmes, including cash settlement, to participants in jurisdictions where acquisition and/or exercise of warrants legally or adequately cannot be made.

Preparations of the proposal
The proposal has been prepared by the company’s Remuneration Committee and has been adopted by the Board.

Authorisation for the Board
The Board proposes that the Board, or anyone appointed by the Board, shall be entitled to make the minor adjustments to the Annual General Meeting’s resolution on the programme that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

Conditions
The Annual General Meeting’s resolution to implement the LTI 2020 in accordance with the above, is conditional on the Annual General Meeting resolving in accordance with the Board’s proposal regarding the Repurchase Offer according to item 18 in this notice.

Resolution to authorise the Board to resolve on acquisitions of the company’s own shares (item 20)
The Board proposes that the Annual General Meeting resolves to renew the authorisation for the Board to, on one or more occasions until the Annual General Meeting 2020, acquire the company’s own shares, subject to applicable capital adequacy requirements at any given time and according to the following terms and conditions:

  • 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 not 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 2019 financial year, the company’s unrestricted equity (available profit and unrestricted reserves) amounts to SEK 2,606,220,425 SEK.

The purpose of this authorisation to acquire the company´s own shares is to give the Board a tool to adapt and improve the company’s capital structure on a continuous basis, including calibrating the company’s actual capital position in relation to its established target for this position, and thus contribute to increased shareholder value.

The Board has had the same authorisation in prior years without exercising it. The Board has further, in particular in light of the current situation due to COVID-19, currently no firm intention to utilise the authorisation. Considering that the authorisation is valid until the Annual General Meeting next year, the Board proposes the authorisation to be renewed to enable the Board to decide to repurchase own shares, if the conditions are appropriate and the Board were to find this in the best interests of the company and the shareholders. Furthermore, a decision to repurchase own shares requires permission to first be obtained from the Swedish Financial Supervisory Authority.

Resolution of amendments to the Articles of Association (item 21)
The Board proposes that Article 8, second paragraph of the Articles of Association be replaced with the following wording:

Article 8, second paragraph: Shareholders who wish to participate in the Annual General Meeting must register their attendance not later than the date stipulated in the notice to attend the Annual General meeting. This day may not be a Saturday, Sunday, public holiday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not fall within five working days of the Annual General Meeting.

OTHER INFORMATION

Number of 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.

Special majority requirements
The resolution of the Annual General Meeting regarding acquisitions of the company’s own shares under item 20 above and amendments to the Articles of Association under item 21 above is only valid if it is supported by shareholders representing at least two-thirds of the votes cast and the shares represented at the Annual General Meeting. The Annual General Meeting’s resolution to implement the LTI 2020 under item 19 above, including the directed issue and transfer of warrants, is valid only if it is supported by shareholders representing at least nine-tenths of the votes cast and the shares represented at the Annual General Meeting.

Authorisation
The Board, or the person appointed by the Board, shall be authorised to make the minor adjustments in the Annual General Meeting’s resolutions as may be required in connection with registration at the Swedish Companies Registration Office and Euroclear Sweden AB.

Documentation
The Board’s complete proposals for resolutions are included in the notice, except for the below stated exception relating to the terms and conditions for subscription warrants series 2020/2023. The Nomination Committee’s reasoned statement explaining its proposals regarding the Board and information about the proposed members of the Board, the Annual Report, the Auditor’s Report for 2019, the Auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act, the reasoned statement of the Board pursuant to Chapter 19, Section 22 of the Swedish Companies Act, the report of the results of the Remuneration Committee’s evaluation according to the Swedish Corporate Governance Code and the terms and conditions for subscription warrants series 2020/2023 regarding subscription for shares in Resurs Holding AB (publ), as well as a template proxy form, are available on the company’s website www.resursholding.se, 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 e-mail address.

To order the documentation, the same address and telephone number can be used as for the notice to attend the Annual General Meeting, see above.

Shareholders’ rights to request information
The Board and the CEO shall, if any shareholder so requests and the Board believes that it can do so without material harm to the company, provide information regarding circumstances that may affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to other Group companies and the consolidated financial statements.

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 Annual 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: +46 42 38 20 00

Address: Resurs Holding, DPO, Box 22209, SE-250 24 Helsingborg, Sweden.

_____________

Helsingborg, May 2020

RESURS HOLDING AB (PUBL)

THE BOARD

 

Other information

Schedule for the Meeting:

The doors open for shareholders at 08:00 CEST.

The Annual General Meeting commences at 08:30 CEST.

Non-Swedish speaking shareholders
A translation of this notice to attend the Annual General Meeting of Resurs Holding AB (publ), to be held on Wednesday 17 June 2020 at 08.30 CEST at Dunkers Kulturhus, Kungsgatan 11, Helsingborg, Sweden, is available on www.resursholding.se.

 

For additional information:
Jonas Olin, CFO & Head of IR, jonas.olin@resurs.se +46 766 98 41 76
Christina Jungvid Ohlsson, IR-Officer, christina.jungvidohlsson@resurs.se +46 70 781 65 58

 

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 6.2 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 first quarter of 2020, the Group had 745 employees and a loan portfolio of SEK 31.1 billion. Resurs is listed on Nasdaq Stockholm.




About Us

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 appr. 6 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 2020, the Group had 800 employees and a loan portfolio of SEK 30.9 billion. Resurs is listed on Nasdaq Stockholm.