GlobeNewswire by notified

Ress Life Investments A/S publishes notice for Annual General Meeting

Share

Ress Life Investments A/S
Nybrogade 12
1203 Copenhagen K
Denmark
CVR nr. 33593163
www.resslifeinvestments.com

To: Nasdaq Copenhagen
Date: 28 March 2023

Corporate Announcement 11/2023

Ress Life Investments A/S publishes notice for Annual General Meeting

TO THE SHAREHOLDERS OF RESS LIFE INVESTMENTS A/S

In accordance with Article 9.8 of the Articles of Association, notice is hereby given of the Annual General Meeting of Ress Life Investments A/S (the "Company") which will take place on Wednesday 19 April 2023 at 10.00 a.m. at Nybrogade 12, 1203 Copenhagen K, Denmark.

Shareholders in the Company are invited to participate.

Agenda for the Annual General Meeting:

1)     Adoption of the annual report
2)     Appropriation of profit or loss as recorded in the adopted annual report
3)     Election of members of the Board of Directors
4)     Approval of the Remuneration Report
5)     Approval of remuneration for the Board of Directors for the financial year 2023
6)     Authorisation to the board of directors to purchase own shares
7)     Authorisation to the board of directors to increase the share capital
8)     Appointment of auditor
9)     Any other business


COMPLETE PROPOSALS

Re. item 1

The Board of Directors proposes that the annual report be adopted.

Re. item 2

The Board of Directors proposes that the profit as recorded in the annual report as adopted by the general meeting should be distributed in accordance with the annual report.

Re. item 3

The Board of Directors proposes that Søren Andersen, Jeppe Buskov, Ketil Poul Petersen and Anne Buchardt be re-elected to the Board of Directors.

MrSøren Andersen has been a member of the Board of Directors of the Company since August 2018. Mr Andersen is the managing director of S.A. Consulting ApS, FPension A/S, NHMSA ApS and Specialist Sevices ApS and appointed actuary of ISP Pension. Mr Andersen currently is a board member of FPension A/S.

MrJeppeBuskov has been a member of the Board of Directors of the Company since February 2014. Mr Buskov currently holds the position as chairman of the board of directors of Kromann Reumert, Advokatfirmaet Kromann Reumert International A/S, KR 647 A/S, KR 649 A/S and KR 650 P/S.

MrKetilPoul Petersen has been a member of the Board of Directors of the Company since August 2018. Mr Petersen is a member of the Board of Directors of St. Petri Capital A/S, Dannebrog Invest Fondsmælgerselskab A/S, Dannebrog Invest Holding ApS, DFS Real Estate A/S and DFS Holding A/S and the managing director of Verismo ApS.

Mrs Anne Buchardt has been a member of the Board of Directors of the Company since January 2020. Mrs Buchardt is a member of the Board of Directors of PKA+ Pension Forsikringsselskab A/S, Pensionskassen for Sygeplejersker og Lægesekretærer (PKA), Sygeplejerskernes og Lægesekretærernes Ejendomsaktieselskab and Ejendomsaktieselskabet Dronningegården and managing director of Bølgebrus Holding ApS. Mrs Buchardt holds a M.Sc. in Economics (cand. polit) from University of Copenhagen.

Re. item 4

The Board of Directors proposes that the Remuneration Report attached to this notice be approved.

Re. item 5

The Board of Directors proposes the following remuneration for the Board of Directors for the financial year 2023:

  • Ordinary members will receive a basic remuneration of DKK 90,000
  • The chairman will receive a basic remuneration of DKK 215,000

Re. item 6

The authorization to purchase own shares in Article 6.1 of the Articles of Association has expired. Therefore, the Board of Directors requests the Annual General Meeting to authorize that, in the period up to and including 18 April 2028, the Company may acquire own shares with a total nominal value of up to 50 % of the Company's share capital. The consideration for the shares must not deviate from the price, including cost deduction, which can be calculated according to Article 5.5 and 5.6 of the Articles of Association.

Accordingly, the Board of Directors propose that the current Article 6.1 of the Articles of Association be replaced with a new authorization with the following wording:

"For a period until and including 18 April 2028 the Board of Directors is authorized to acquire, on behalf of the Company, own shares of up to 50% of the Company’s share capital. The consideration for the shares must not deviate from the price, including cost deduction, which can be calculated according to Article 5.5 and 5.6."

The proposed wording of the new Article 6.1 will in Danish read as follows:

"Bestyrelsen er bemyndiget til i perioden frem til og med den 18. april 2028 på selskabets vegne at erhverve egne aktier på indtil 50 % af selskabets aktiekapital. Vederlaget for aktierne må ikke afvige fra den kursværdi med omkostningsfradrag, der kan opgøres i henhold til punkt 5.5 og 5.6."

Re. item 7

The authorization to the Board of Directors in Article 4.8 to increase the Company's share capital will expire on 27 August 2023. The Board of Directors therefore proposes that the Board of Directors be granted a new authorization for the next five years and that the existing authorization in Article 4.8 shall terminate effective as of the general meeting.

Accordingly, the Board of Directors propose that the current Article 4.8 of the Articles of Association be replaced with a new authorization with the following wording:

"The Board of Directors is authorized to increase the share capital of the Company by issue of new shares in one or several issuances without pre-emption right for existing shareholders with a total nominal value of up to EUR 500,000,000. The shares of the capital increase must be negotiable instruments and rank equally with the existing share capital. No transferability restrictions or redemption obligations shall apply to the new shares.The shares must be registered in the name of the holder in the Company's register of shareholders. In connection with the registration the shareholder must provide an email address to which notices to the shareholders can be sent, cf. Articles 4.1 and 15. The capital increase may take place at a price which corresponds to the most recent net asset value calculation per share or higher. The authorization is valid in the period until (and including) 18 April 2028."

The proposed wording of the new Article 4.8 will in Danish read as follows:

"Bestyrelsen er bemyndiget til at forhøje aktiekapitalen ved udstedelse af nye aktier i én eller flere udstedelser uden fortegningsret for selskabets bestående aktionærer med en samlet nominel værdi på op til EUR 500.000.000. Aktierne i kapitalforhøjelsen skal være omsætningspapirer og ligestillet med den bestående aktiekapital. Der skal ikke gælde omsættelighedsbegrænsninger eller bestemmelser om indløsning. Aktierne skal være navneaktier samt noteres på navn i selskabets ejerbog. I forbindelse med navnenoteringen skal aktionæren oplyse en e-mail adresse, hvortil meddelelser til aktionæren kan sendes, jf. punkt 4.1 og 15. Kapitalforhøjelsen kan ske til en kurs, der svarer til den senest beregnede indre værdi eller højere. Bemyndigelsen gælder i perioden frem til og med den 18. april 2028."

As a consequence of the adoption of the new Article 4.8, the existing Article 4.9 must be deleted and the Board of Directors accordingly propose such amendment as an integral part of this agenda item no.7

Re. item 8

The Board of Directors proposes that Deloitte Statsautoriseret Revisionspartnerselskab should be re-elected as auditor. The Board of Directors has not been influenced by any third party and has not been bound by any third-party agreement, restricting the general meeting's choice of auditor to certain auditors or audit firms.

REGISTRATION, ADMISSION, PROXY AND POSTAL VOTE

Registration date

A shareholder’s right to participate in the general meeting and the number of votes, which the shareholder is entitled to cast, is determined in accordance with the number of shares held by such shareholder on 12 April 2023 (the registration date). The shares held by each shareholder are determined at the registration date on the basis of the shareholdings registered in the share register in accordance with any notices on shareholding received, but not yet registered, by the Company in the share register.

Deadline for notice of attendance

A shareholder or its proxy wishing to attend the general meeting must give notice of their participation to the Company no later than 14 April 2023, see Article 11.5 of the Articles of Association. Similarly, the shareholders’ advisor or the shareholders’ proxy’s advisor must give notice of their participation to the Company no later than 14 April 2023. Notice of participation may be given to the Company using the form attached as Appendix 1, which shall be sent, duly completed and signed, to Ress Life Investments A/S, Nybrogade 12, 1203 Copenhagen K, Denmark by letter or by email to RessLifeGroup@citco.com for receipt no later than 14April 2023, 23:59 p.m.

Proxy

If you are prevented from attending the general meeting, you may appoint a proxy, e.g. the Board of Directors, to cast the votes carried by your shares. If you wish to appoint a proxy, please return the instrument of proxy form attached as Appendix 2, duly signed and dated, to Ress Life Investments A/S, Nybrogade 12, 1203 Copenhagen K, Denmark by letter or by email to RessLifeGroup@citco.com for receipt no later than 14April 2023, 23:59 p.m.

Postal vote

You may also submit your votes by post before the date of the meeting. If you wish to vote by post, please fill in and return the postal vote form attached as Appendix 2, duly signed and dated, to Ress Life Investments A/S, Nybrogade 12, 1203 Copenhagen K, Denmark by letter or by email to RessLifeGroup@citco.com for receipt no later than 18April 2023, 17:00 p.m.

SHARE CAPITAL AND VOTING RIGHTS

The Company's share capital is EUR 81,434,500 divided into shares of EUR 500, cf. Article 3.1 of the Company's Articles of Association. Pursuant to Article 11.1, each share of EUR 500 carries one (1) vote:

Number of shares:162,869
Number of votes:162,869

AGENDA ETC.

The agenda and the Annual Report for the period 1 October 2022 – 31 December 2022 will be available for inspection by the shareholders on all business days and within normal business hours at the office of the Company at Nybrogade 12, 1203 Copenhagen K, Denmark no later than 3 weeks before the general meeting.

The         following         information         will         be         made         available         at         the         Company’s         website
(http://resslifeinvestments.com/) not later than 3 weeks before the meeting:

  1. Notice convening the meeting.
  2. The total number of shares and voting rights as at the date of the notice.
  3. The documents to be submitted to the general meeting.
  4. The agenda and the full text of the proposals.
  5. The forms to be used for voting by proxy and by post, if relevant

RIGHT TO INQUIRE

At the general meeting, the management will answer questions from the shareholders on matters of relevance to the assessment of the Annual Report for the period 1 October 2022 – 31 December 2022, the Company’s position, and other questions to be addressed by the meeting.

Questions related to this announcement can be made to the Company’s CEO Michael Hovard Ekmann, email: michael.hovard.ekmann@resslifeinvestments.com or to the Company’s AIF-manager, Resscapital AB, Gustaf Hagerud email: gustaf.hagerud@resscapital.com

Attachments

To view this piece of content from www.globenewswire.com, please give your consent at the top of this page.
To view this piece of content from ml-eu.globenewswire.com, please give your consent at the top of this page.

About GlobeNewswire by notified

GlobeNewswire by notified
GlobeNewswire by notified
One Liberty Plaza - 165 Broadway
NY 10006 New York

https://notified.com

GlobeNewswire by notified is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.

Subscribe to releases from GlobeNewswire by notified

Subscribe to all the latest releases from GlobeNewswire by notified by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from GlobeNewswire by notified

Press Release: FDA Advisory Committee unanimously recommends nirsevimab as first immunization against RSV disease for all infants8.6.2023 23:19:00 CEST | Press release

FDA Advisory Committee unanimously recommendsnirsevimab as first immunization against RSV disease forall infants Nirsevimab would be the first immunization specifically designed to protect all infants through their first RSV season, if approvedAcross all clinical trials, a single dose of nirsevimab delivered high, consistent and sustained efficacy and favorable safety against RSV diseaseThe FDA has indicated it will work to expedite its review; Sanofi remains committed to delivering nirsevimab in time for the 2023-2024 RSV season Paris, June 8, 2023. The U.S. Food and Drug Administration (FDA) Antimicrobial Drugs Advisory Committee (AMDAC) voted unanimously 21 to 0 that Sanofi and AstraZeneca’s nirsevimab has a favorable benefit risk profile for the prevention of respiratory syncytial virus (RSV) lower respiratory tract disease (LRTD) in newborns and infants born during or entering their first RSV season. The Committee also voted 19 to 2 in support of nirsevimab’s favorable benefit ris

DBV Technologies to Participate in Upcoming EAACI Congress 20238.6.2023 22:30:00 CEST | Press release

Montrouge, France, June 8, 2023 DBV Technologies to Participate in Upcoming EAACI Congress 2023 DBV Technologies (Euronext: DBV – ISIN: FR0010417345 – Nasdaq Stock Market: DBVT), a clinical-stage biopharmaceutical company, today announced upcoming participation in the European Academy of Allergy and Clinical Immunology (EAACI) Congress, June 9 – 11, 2023, in Hamburg, Germany. DBV will present three posters and will also host a symposium and exhibit booth in the EAACI exhibit hall. Data to be presented during the scientific sessions will describe the current burden of peanut allergy and treatment management strategies for children in the U.K. DBV will also present data from its completed EPITOPE Phase 3 study assessing the efficacy and safety of epicutaneous immunotherapy (EPIT) using Viaskin Peanut™ in toddlers aged 1-3 years with or without concomitant asthma. The toddler age-group represents the age range in which many peanut-allergic children are diagnosed, yet there are currently n

GOGL - Transactions made under the buy-back program8.6.2023 22:30:00 CEST | Press release

Reference is made to the stock announcement on October 4, 2022, where Golden Ocean Group Limited (OSE/NASDAQ: GOGL) announced the commencement of its share buy-back program of maximum USD 100 million to purchase up to an aggregate of 10,000,000 of the company's common shares in a 12-month period from the announcement. Golden Ocean Group Limited (“GOGL” or the “Company”) announces that the Company has during the week ending Friday June 2, 2023, purchased 25,343 of the Company’s own common stocks. 343 of the shares have been bought on the Oslo Stock Exchange at an average price of NOK 80.00 per share and 25,000 of the shares have been bought on Nasdaq at an average price of USD 7.19 per share. Following the completion of the above transactions, GOGL owns a total of 952,428 of own shares, corresponding to 0.47% of the Company’s share capital. An overview of all transactions made under the buy-back program that have been carried out during the above-mentioned date is attached to this repor

Zealand Pharma Increases its Share Capital as a Consequence of Exercise of Employee Warrants8.6.2023 22:00:00 CEST | Press release

Company announcement – No. 25 / 2023 Zealand Pharma Increases its Share Capital as a Consequence of Exercise of Employee Warrants Copenhagen, Denmark, June 8, 2023– Zealand Pharma A/S (“Zealand”) (NASDAQ: ZEAL) (CVR-no. 20 04 50 78), a Copenhagen-based biotechnology company focused on the discovery and development of innovative peptide-based medicines, has increased its share capital by a nominal amount of DKK 36,006 divided into 36,006 new shares with a nominal value of DKK 1 each. The increase is a consequence of the exercise of warrants granted under several of Zealand Pharma's employee warrant programs. Employee warrant programs are part of Zealand Pharma’s incentive scheme, and each warrant gives the owner the right to subscribe for one new Zealand Pharma share at a prespecified price, the exercise price, in specific predefined time periods before expiration. For a more detailed description of Zealand Pharma’s warrant programs, see the company’s Articles of Association, which are

NORBIT - Enters into a NOK 80 million agreement for contract manufacturing8.6.2023 21:00:00 CEST | Press release

Trondheim, 8 June 2023: NORBIT is pleased to announce that segment PIR has entered into an agreement with an undisclosed Nordic customer for delivery of tailored electronics for data collection and transmission to the clients’ cloud solution. Deliveries are scheduled over a period of 30 months, and the agreement has an estimated value of approximately NOK 80 million over the said period. “The collaboration with this client started with R&D services and industrialisation. With the client’s success in their core market, we are pleased to see that we can enable their industrial scalability from our Selbu factory”, says Per Jørgen Weisethaunet, CEO of NORBIT. For further queries, please contact: Per Jørgen Weisethaunet, CEO, +47 959 62 915 Per Kristian Reppe, CFO, +47 900 33 203 About NORBIT ASA NORBIT is a global provider of tailored technology to selected applications, solving challenges and promoting sustainability through innovative solutions, in line with its mission to Explore More.