The Shareholders of Resurs Holding AB (publ) are hereby invited to the Extraordinary General Meeting on Wednesday 2 October 2019 at 10.30 am CET at Dunkers Kulturhus, Kungsgatan 11 in Helsingborg.
Shareholders who wish to attend the Extraordinary General Meeting shall
- be entered in the share register maintained by Euroclear Sweden on Thursday 26 September 2019, and
- give notice of their attendance no later than on Thursday 26 September 2019. Notice to attend is to be made on the company’s website www.resursholding.com, by telephone to +46 8 402 91 71 or by mail to Resurs Holding AB “EGM”, c/o Euroclear Sweden, Box 191 SE-101 23 Stockholm, Sweden.
Shareholders shall in their notice to attend state name, personal identification number or company registration number, address, telephone number and advisors, if applicable. Shareholders whose shares are registered in the names of nominees must temporarily re-register such shares in their own name in order to be entitled to attend the General Meeting. In order for such re-registration to be completed on Thursday 26 September 2019 the shareholder must inform their nominees well before that day. Shareholders attending by a proxy or a representative should send documents of authorisation to the mail address above well before the General Meeting. A template proxy form is available on the company’s website www.resursholding.com. Shareholders cannot vote or, in other way, attend the General Meeting by remote access.
1. Opening of the General Meeting.
2. Election of Chairman of the General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to check and verify the minutes.
6. Determination of whether the General Meeting has been duly convened.
7. Resolution on distribution of dividends.
8. Presentation of the Nomination Committee’s work and proposals
9. Election of the Chairman of the Board.
10. Closing of the General Meeting.
Election of Chairman of the General Meeting (item 2)
The Nomination Committee proposes that the Chairman of the Board Jan Samuelson is elected to be the Chairman of the General Meeting.
Resolution on distribution of dividends (item 7)
The Board proposes a dividend of SEK 1.80 per share (SEK 360,000,000 in total) and that the record date for dividend shall be Friday 4 October 2019. If the General Meeting resolves in accordance with the proposal, the dividend is estimated to be paid out to the shareholders on Wednesday 9 October 2019. The final day of trading in the company’s shares including the right to dividend distribution will be Wednesday 2 October 2019.
According to the annual report for the financial year 2018, the company’s unrestricted equity (available profit and unrestricted reserves) pursuant to Ch. 17 Sec. 3 paragraph 1 of the Swedish Companies Act amounts to SEK 2,599,151,325. The Annual General Meeting 2019 resolved on a dividend distribution of SEK 390,000,000 to the shareholders, meaning that SEK 2,209,151,325 of the available profit remains available.
The company has the last years applied half-yearly dividends. The proposal is in line with the company’s dividend policy, which includes that the company distributes at least 50 per cent of the annual consolidated net profit over the medium term.
The proposed dividend alone is equal to approximately 31 percent of 2018 Group Profit, and together with the dividend distribution resolved at the Annual General Meeting 2019 it is equal to approximately 66 percent of 2018’s Group Profit.
Further, the Board proposes that the Board, the CEO or any person they appoint shall have the right to make any minor adjustments to the resolutions above that are deemed necessary in conjunction with the registration with the Companies Registration Office and/or Euroclear Sweden AB, and otherwise take necessary measures to implement the resolution.
Election of Chairman of the Board (item 9)
As previously announced, the Chairman of the Board Jan Samuelson has decided to leave the Board in connection with the Extraordinary General Meeting. Board member Christian Frick has also announced that he is leaving the Board in connection with the Extraordinary General Meeting.
Nomination Committee proposes that Board member Martin Bengtsson be elected the new Chairman of the Board.
If the Extraordinary General Meeting resolves in accordance with the above, the Board of Directors will consist of the following eight members. Martin Bengtsson (Chairman of the Board), Mariana Burenstam Linder, Fredrik Carlsson, Anders Dahlvig, Lars Nordstrand, Marita Odélius Engström, Mikael Wintzell and Johanna Berlinde.
Shares and votes
At the date of this notice the total number of shares in the company amounts to 200,000,000 with one vote each, thus in total 200,000,000 votes. At the time of the issuance of this notice the company holds no own shares.
The Board’s complete proposals for resolutions are included in the notice. The Nomination Committee’s reasoned statement regarding the proposal for election of Chairman of the Board and the Board’s reasoned statement according to Ch. 18 Sec. 4 of the Companies Act, the annual report and the audit report of 2018, the Board’s statement and the auditor’s statement pursuant to Ch. 18 Sec. 6 of the Companies Act as well as a proxy form are available at the company’s website www.resursholding.com, at the company’s office at Ekslingan 9 in Helsingborg, Sweden, and will be sent to those shareholders who so request and state their postal address or email address.
For ordering the documentation, the same address and telephone number can be used as for the notice to attend, see above.
Shareholders’ right to request information
The Board and the CEO shall, if any shareholder so requests and the Board believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda.
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, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Data Protection Officer of Resurs Holding
Telephone: +46 42 38 20 00
Address: Resurs Holding, DPO, Box 22209, SE – 250 24 Helsingborg
Helsingborg, September 2019
THE BOARD RESURS HOLDING AB (PUBL)
Schedule for the Meeting:
The doors open for shareholders at 10.00 AM CET.
The Extraordinary General Meeting commences at 10.30 AM CET
For additional information:
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 6.0 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 2019, the Group had 777 employees and a loan portfolio of SEK 30.3 billion. Resurs is listed on Nasdaq Stockholm.