NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING
The shareholders of Resurs Holding AB (publ), Corp. ID. No. 556898-2291, are hereby invited to attend the Extraordinary General Meeting on Thursday 13 October 2022.
The Board has resolved that the Extraordinary 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 Extraordinary General Meeting’s resolutions will be published on 13 October 2022 as soon as the outcome of the postal voting has been finalised.
NOTICE ETC.
Shareholders who wish to attend the Extraordinary General Meeting (EGM) shall
• be entered in the share register maintained by Euroclear Sweden AB (”Euroclear”) on Wednesday 5 October 2022 (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 Wednesday 12 October 2022.
Note that notice of attendance at the EGM 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 5 October 2022. 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 Friday 7 October 2022 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 (2022:121). 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, “Extraordinary 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 Wednesday 12 October 2022. Shareholders 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 12 October 2022.
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://anmalan.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 Extraordinary 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 Extraordinary General Meeting was duly convened.
6. Resolution on distribution of dividends.
7. Determination of the number of members of the Board.
8. Resolution on election of new members of the Board.
RESOLUTIONS PROPOSED
Election of Chairman of the Extraordinary 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 Extraordinary General Meeting.
Election of one or two persons to check and verify the minutes (item 2)
The Board proposes Fabian Bengtsson, representing Waldakt Aktiebolag, and Sten Schröder, representing Catea AB, or, if they are absent, the person(s) designated by the Board of Directors, are proposed as the persons to verify the minutes of the Extraordinary General Meeting alongside the Chairman. The assignment to verify the minutes must, in addition to signing the minutes of the Extraordinary 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 Extraordinary 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 distribution of dividends (item 6)
The Board proposes that the Meeting resolves a dividend of SEK 0.92 per share, in total SEK 184,000,000, and that the record date for dividend be Monday, 17 October 2022. If the Meeting resolves in accordance with the proposal, the dividend is estimated to be paid out to the shareholders on Thursday, 20 October 2022. The final day of trading in the company’s shares including the right to distribution will be Thursday 13 October 2022.
According to the Annual Report for the 2021 financial year, the company’s unrestricted equity (available profit and unrestricted reserves) pursuant to Chapter 17 Section 3 Paragraph 1 of the Swedish Companies Act amounted to SEK 2,304,998,324. The 2022 Annual General Meeting resolved on a dividend to shareholders totalling SEK 262,000,000, which is why SEK 2,042,998,324 of disposable income is remaining.
The Board also proposes that the Board, CEO or person appointed by them have the right to make the minor adjustments to the above resolution that may be required in connection with registration at the Swedish Companies Registration Office and/or Euroclear Sweden AB and otherwise take the measures necessary to execute the resolution.
Determination on the number of members of the Board (item 7)
The Nomination Committee proposes that the Board will expand from eight to nine members.
Resolution on election of new members of the Board (item 8)
The Nomination Committee proposes that Pia-Lena Olofsson is elected as a new member of the Board.
If the Meeting resolves in accordance with the Nomination Committee’s proposal, the Board will thus consist of Martin Bengtsson, Chairman of the Board, Fredrik Carlsson, Lars Nordstrand, Marita Odélius Engström, Mikael Wintzell, Kristina Patek, Susanne Ehnbåge, Magnus Fredin and Pia-Lena Olofsson.
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.
Documentation
The Board’s complete proposals for resolutions are included in the notice. Other documentation pursuant to the Swedish Companies Act such as the Board’s reasoned statement in accordance with Chapter 18, Section 4 of the Swedish Companies Act, the Board’s report in accordance with Chapter 18, Section 6 of the Swedish Companies Act, the auditor’s statement on the Board’s report pursuant to Chapter 18, Section 6 of the Swedish Companies Act and a copy of the Annual Report and Auditor’s Report for the 2021 financial year are available, together with the proxy form and a reasoned statement from the Nomination Committee, from no later than three weeks before the Extraordinary General Meeting will be made available on the company’s website, www.resursholding.se, and 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 Extraordinary General Meeting by being made available on the company’s website www.resursholding.se.
To order the documentation, call +46 (0)8 402 91 71 (Monday–Friday from 9:00 a.m. to 4 p.m.), send an e-mail to GeneralMeetingService@euroclear.com or a letter to Resurs Holding AB, “Extraordinary General Meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden.
Right to receive 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 an item on the agenda.
Requests for such information are to be submitted in writing to the company no later than ten days prior to the Extraordinary General Meeting, that is, no later than Monday 3 October 2022, 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 Saturday 8 October 2022. 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 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: +46 (0)42 38 20 00
Address: Resurs Holding, DPO, Box 22209, SE-250 24 Helsingborg, Sweden.
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Helsingborg, September 2022
RESURS HOLDING AB (PUBL)
THE BOARD
MORE INFORMATION
Sofie Tarring Lindell, CFO & Head of Investor Relations, sofie.tarringlindell@resurs.se, +46 73 644 33 95
Lena Johansson, Legal Counsel & Board’s Secretary, lena.johansson@resurs.se, +46 73 274 54 19
ABOUT RESURS HOLDING
Resurs Holding (Resurs) operates through its subsidiary Resurs Bank and has since 1977 built up a customer base of 6 million customers in the Nordic region and has established itself as a leading partner in retail and e-commerce. Resurs wants to create balance in people’s personal finances. On that foundation, we develop offers and services within loans, savings and payments that are based on people’s everyday lives. Resurs Bank has had a banking license since 2001 and is supervised by the Swedish Financial Supervisory Authority. The Resurs Group operates in Sweden, Denmark, Norway, and Finland. At the end of the second quarter of 2022, the Group had 627 employees and a loan portfolio of SEK 34.6 billion. Resurs Holding is listed on Nasdaq Stockholm.