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Notice to attend the Annual General Meeting in Resurs Holding

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The shareholders of Resurs Holding AB (publ) are hereby invited to the Annual General Meeting on Wednesday 28 April 2021

Due to the ongoing pandemic, the Board has resolved that the Annual General Meeting is to be held without the physical presence of shareholders, proxies or external parties and that the exercise of voting rights may only take place via post before the Meeting.

Information about the Annual General Meeting’s resolutions will be published on 28 April 2021 as soon as the outcome of the postal voting has been finalised.

The CEO will hold a speech that will be available on the company’s website www.resursholding.se from 28 April 2021.   

NOTICE ETC.

Shareholders who wish to attend the Annual General Meeting shall

  • be entered in the share register maintained by Euroclear Sweden AB (”Euroclear”) on Tuesday 20 April 2021 (the “Record Date”), and
  • give notice of their attendance by submitting their postal vote according to the instructions under the heading “Postal voting” below in such a way that Euroclear Sweden AB has received the postal vote no later than Tuesday 27 April 2021.

Note that notice of attendance at the AGM can only be made using postal voting.

Nominee-registered shares

Shareholders who have nominee-registered shares through the bank or another nominee, for example shares in a custody account, must – aside from giving notice by submitting their postal vote – 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 20 April 2021. 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 that have been requested by shareholders in such a time that registration has been completed by the nominee by 22 April 2021 at the latest will be taken into account in the preparation of the share register as per the Record Date.

POSTAL VOTING

As stated above, the Board has resolved that shareholders may only exercise their voting rights by postal voting, pursuant to Section 22 of the Swedish Act on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations (2020:198). A special form is to be used for postal voting. The postal voting form is available on the company’s website www.resursholding.se.

Completed and signed postal voting forms may be sent to by mail to “Resurs Holding AB, “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or by e-mail to GeneralMeetingService@euroclear.com. Completed forms must have been received by Euroclear not later than Tuesday 27 April 2021. Shareholders who are natural persons can also cast their postal vote electronically by verifying their identity using BankID on the website of Euroclear, https://anmalan.vpc.se/EuroclearProxy not later than 27 April 2021.

Shareholders may not submit additional instructions other than by selecting one of the alternatives provided on the form. If the shareholder has included special instructions or terms on the form, or altered or made additions to the printed text, the postal vote will be rendered invalid. Further information and conditions can be found on the postal voting form and on https://anmälan.vpc.se/EuroclearProxy.

POWERS OF ATTORNEY ETC.

If the shareholder is postal voting through a proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. A template proxy form is available on the company’s website www.resursholding.se.

If the shareholder is a legal entity, a registration certification or an equivalent authorisation document must be submitted along with the postal voting form.

PROPOSED AGENDA

  1. Election of Chairman of the Annual General Meeting.
  2. Election of one or two persons to check and verify the minutes.
  3. Preparation and approval of the voting list.
  4. Approval of the agenda.
  5. Determination of whether the Annual General Meeting was duly convened.
  6. Presentation of the Annual Report and the Auditor’s Report, and the consolidated financial statements and Auditor’s Report on the consolidated financial statements, as well as the auditor’s statement on guidelines for remuneration of senior executives.
  7. 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.
  8. Resolution on the allocation of the company’s earnings as stated in the adopted Balance Sheet.
  9. Resolution on the discharge from liability of the members of the Board and the CEO.
  10. Determination of the number of members of the Board.
  11. Determination of the remuneration to the Board and the auditor.
  12. 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 (re-election, proposed by the Nomination Committee)
  8. Susanne Ehnbåge (re-election, proposed by the Nomination Committee)
  1. Election of the Chairman of the Board.
  2. Election of auditor.
  3. Presentation and approval of the remuneration report.
  4. Resolution on the authorisation of the Board to resolve on the acquisition of own shares.
  5. Resolution of amendments to the Articles of Association.

RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE

Election of Chairman of the Annual General Meeting (item 1)

The Nomination Committee proposes that Magnus Lindstedt, or in his absence the individual that the Nomination Committee designates, 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 10 and 12-13)

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, Kristina Patek and Susanne Ehnbåge be re-elected as members of the Board.

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 11)

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 shall 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 auditor (item 14)

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 2022 Annual General Meeting. Ernst & Young AB has informed the company that the Authorised Public Accountant Jesper Nilsson will continue to serve as auditor in charge should Ernst & Young AB be re-elected as auditor.

RESOLUTIONS PROPOSED BY THE BOARD

Election of one or two persons to check and verify the minutes (item 2)

The Board proposes Fabian Bengtsson, representing Waldakt Aktiebolag, and Anna Sundberg, representing Handelsbanken fonder, or, if they are absent, the person(s) designated by the Board of Directors, are proposed as the persons to verify the minutes. The assignment to verify the minutes must, in addition to signing the minutes of the Annual General Meeting alongside the Chairman of the Board, also include verifying the voting list and ensuring that received postal votes are correctly reflected in the Annual General Meeting minutes.

Preparation and approval of the voting list (item 3)

The voting list that is proposed for resolution is the voting list that has been prepared by Euroclear Sweden AB on behalf of the company, based on the shareholders’ register and received postal votes, verified, approved and recommended by the persons chosen to verify the minutes.

Resolution on the allocation of the company’s earnings as stated in the adopted Balance Sheet (item 8)

In accordance with the Swedish Financial Supervisory Authority’s statement in December 2020, and after consultation with the Authority, the Board proposes a dividend corresponding to 25 per cent of the Group’s total net profit for 2019 and 2020 equivalent to SEK 2.68 per share, totalling SEK 536,000,000, and that the record date for dividends be Friday April 30, 2021. If the Annual General Meeting resolves in accordance with the proposal, the dividend is estimated to be paid out to the shareholders on Wednesday, 5 May 2021. The final day of trading in the company’s shares including the right to distribution will be Wednesday, 28 April 2021.

It is the intention of the Board to convene an Extraordinary General Meeting in autumn 2021 to resolve on additional dividends for 2020. However, this assumes that the regulatory authorities’ recommendations or positions are not extended or changed.

Presentation and approval of the remuneration report (item 15)

The Board has prepared a remuneration report and proposes that the Annual General Meeting approves the report. The remuneration report is included in the documents pertaining to the Annual General Meeting that are provided before the Annual General Meeting as below.

Resolution on the authorisation of the Board to resolve on the acquisition of own shares (item 16)

The Board proposes that the Annual General Meeting resolve to once again provide the Board with authority to, on one or several occasions during the period up to the 2022 Annual General Meeting, provided that applicable capital adequacy rules on each occasion allow so, repurchase its own shares in accordance with the following conditions:

  • Acquisition of own shares may occur of at most as many shares as are needed so that the company’s holdings of own shares at any given time do not exceed five (5) per cent of all shares in the company.
  • Acquisition of own shares must occur on Nasdaq Stockholm in accordance with Nasdaq Stockholm’s Rule Book for Issuers.
  • Acquisition of own shares may only be effected on Nasdaq Stockholm at a price per share within the registered span of share prices at the particular time, by which is meant the span between the highest price paid and the lowest selling price.
  • The shares are to be paid for in cash.

According to the Annual Report for the 2020 financial year, the company’s unrestricted equity that is available for distribution by the Annual General Meeting (available profit and unrestricted reserves but excluding Additional Tier 1 instruments) amounted to SEK 3,074,085,074. The Annual General Meeting proposes to resolve, after the determination of the balance sheet, a dividend to shareholders of SEK 536,000,000, after which SEK 2,538,085,074 thus remains of the unappropriated amount in accordance with Chapter 17, Section 3, paragraph 1 of the Swedish Companies Act.

The purpose of the authorisation to acquire own shares is to create a tool for the Board to continuously during the year adapt and improve the company’s capital structure, including the calibration of the company’s actual capital position in relation to its established target for the same, and thereby create additional value for shareholders.

Resolution of amendments to the Articles of Association (item 17)

The Board proposes amendments to the Articles of Association in accordance with the following.

With the aim of adapting Article 1 in the Articles of Association to amended legislation, the Board proposes that “company name” is changed to “company’s name” so that Article 1 will thereafter be worded[1]:

Article 1 Company’s registered name
The company’s registered name is Resurs Holding AB (publ). The company is a public company (publ.).

 

[1] With the aim of adapting Article 1 in the Articles of Association to amended legislation, the Board proposes that “firma” is changed to “företagsnamn”. Since this change only affects the Swedish wording, Article 1 in English will remain the same.
 

With the aim of being able to take advantage of the opportunity stipulated in the Swedish Companies Act to resolve on postal voting and, regarding Annual General Meetings, the ability for non-shareholders to attend the Annual General Meeting, a new fourth and fifth paragraph are proposed, with the wordings below, to be included in Article 8 of the Articles of Association, and that this header is changed to “Notice etc.”.

Article 8 new fourth paragraph

The Board may resolve that an individual who is not a shareholder in the company has, in accordance with the conditions that the Board has resolved, the right to attend or follow the business of the AGM in another way.

 

Article 8 new fifth paragraph

Prior to a General Meeting, the Board of Directors may decide that the shareholders be able to exercise their voting rights in advance (postal voting) pursuant to Chapter 7, Section 4a of the Swedish Companies Act (2005:551).

With the aim of adapting the Articles of Association’s record day provision in Article 11 in accordance with current legislation, the Board proposes that Article 11 of the Articles of Association be given the following new wording:

Article 11 Record day provision

The shareholder or nominee that is entered in the share register on the record date and noted in a record day register in accordance with Chapter 4 of the Swedish Central Securities Depository and Financial Instruments Accounts Act (1998:1479) or the individual who is entered in the Central Securities Depository account according to Chapter 4, Section 18, first paragraph, 6–8 of the above Act, shall be deemed to be competent to exercise the rights pursuant to Chapter 4, Section 39 of the Swedish Companies Act (2005:551).

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.

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 authorisation concerning acquisition of own shares according to item 16 and amendments to the Articles of Association under item 17 above is only valid if it is supported by the shareholders by at least two-thirds of the votes cast and the shares represented at the Annual General Meeting.

Documentation

The Board’s complete proposals for resolutions are included in the notice, with the exception of the remuneration report. The Board’s remuneration report, the Nomination Committee’s reasoned statement regarding its proposal to the Board and information about the proposed members of the Board, the Annual Report and the Auditor’s Report for 2020, the Auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act, the Board’s reasoned statement according to Chapter 18 Section 4 and Chapter 19, Section 22 of the Swedish Companies Act, the Articles of Association in their new wording and other documents for the Annual General Meeting are available, together with the proxy form, from no later than 7 April 2021, on the company’s website www.resursholding.se, at the company’s address, Ekslingan 9 in Helsingborg, and sent to shareholders on request and upon the disclosure of their postal or e-mail address. The documents stated above are presented at the Annual General Meeting by being made available on the company’s website www.resursholding.se, which also includes information concerning the proposed members of the Board.

For ordering the documentation, please call +46 8-402 91 71 (Monday-Friday 9:00 a.m-4:00 p.m.) 09.00-16.00 CET) or send an e-mail to GeneralMeetingService@euroclear.com or send your order by post to Resurs Holding AB, ”ABM”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm.

Right to receive information

The Board and the CEO must, if a shareholder so requests and the Board considers it possible without this resulting in material damage to the company, provide information concerning, firstly, conditions that could influence the assessment of an item on the agenda, secondly, conditions that could influence assessments of the financial condition of the company or subsidiaries and, thirdly, the company’s relationship to other Group companies.

Requests for such information are to be submitted in writing to the company no later than ten days prior to the Annual General Meeting, that is, no later than 18 April 2021, to Resurs Holding AB, Att: Lena Johansson, Box 22209, SE-250 24 Helsingborg, Sweden or by e-mail to: lena.johansson@resurs.se. Information is provided by the company by being made available on the company’s website and at the company no later than 23 April 2021. Information will also be sent to the shareholder who requested the information and provided an address.

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, March 2021
 

RESURS HOLDING AB (PUBL)
THE BOARD

 

For additional information:
Sofie Tarring Lindell, Head of Investor Relations and Group Control, sofie.tarringlindell@resurs.se
Lena Johansson, Legal Counsel, lena.johansson@resurs.se

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 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 third quarter of 2020, the Group had 723 employees and a loan portfolio of SEK 31.2 billion. Resurs is listed on Nasdaq Stockholm.

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