The shareholders of Resurs Holding AB (publ) are hereby invited to the Extraordinary General Meeting on Thursday, 28 September 2023 at 1:30 p.m. at Scandic Oceanhamnen, Bröderna Pihls gränd 2, Helsingborg. Registration will commence at 1:00 p.m.
The Board of Directors has resolved that shareholders will also be able to participate in the Meeting through postal voting in accordance with the provisions in Resurs Holding’s Articles of Association.
RIGHT TO PARTICIPATE
Shareholders who wish to attend the Meeting shall
(i) entered in the share register maintained by Euroclear Sweden AB in terms of conditions on the record date, Wednesday 20 September 2023, and
(ii) register with the company not later than Friday 22 September 2023, in accordance with the instructions under “Notice” below, or cast a postal vote, in accordance with the instructions under “Postal voting” below.
NOTICE
For shareholders who choose not to participate in the Extraordinary General Meeting by postal voting, notice of attendance at the Meeting must be made not later than Friday 22 September 2023. Such notice to attend is to be made by telephone at +46 (0)8 402 9171 (Monday-Friday 9:00 a.m.-4:00 p.m.) on the company’s website www.resursholding.se, by e-mail to GeneralMeetingService@euroclear.com or by mail to Resurs Holding AB “EGM”, c/o Euroclear Sweden, Box 191, 101 23 Stockholm, Sweden.
In their notice to attend, shareholders shall state their name, personal identification number or Corporate Identity Number, address, telephone number and advisors, if applicable (a maximum of two).
Shareholders who wish to make use of the possibility of postal voting should do so in accordance with the instructions below under the heading “Postal voting” and do not need to provide any further notification as above.
PROXIES
If a shareholder is represented by proxy, the proxy must have a power of attorney at the Meeting in writing, dated and signed by the shareholder. The power of attorney may not be older than a year, unless a longer validity (but not more than five years) is stated in the power of attorney. If the power of attorney is issued by a legal entity, or if the shareholder is represented by legal representatives, a copy of the current registration certificate or equivalent authorisation documentation for the legal entity is required. To facilitate admission/registration at the Meeting, powers of attorney, as well as registration certificates and other authorisation documentation, should be submitted to the company in conjunction with registration or postal voting not later than the final date for registration/postal voting (Friday 22 September 2023), see address/e-mail address under “Notice” above. A template proxy form is available on the company’s website www.resursholding.se.
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 of participation in the General Meeting – 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 Wednesday 20 September 2023. 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 22 September 2023 at the latest will be taken into account in the preparation of the share register as per the record date.
POSTAL VOTING
Shareholders who choose to participate in the General Meeting by postal voting, must cast their postal vote so that this postal vote is received by Euroclear Sweden not later than Friday 22 September 2023. 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, “EGM”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or by e-mail to GeneralMeetingService@euroclear.com. Shareholders can also cast their postal vote electronically by verifying their identity using BankID on the website of Euroclear, https://anmalan.vpc.se/EuroclearProxy.
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.
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.
Shareholders who wish to be present at the Meeting venue, in person or through a representative, must provide notice of such in accordance with the instructions under “Notice” above. This entails that notice through postal voting alone is not sufficient for shareholders who want to be present at the Meeting venue.
PROPOSED AGENDA
- Opening of the Meeting.
- Election of Chairman of the Extraordinary General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to check and verify the minutes.
- Determination of whether the Extraordinary General Meeting has been duly convened.
- Resolution on distribution of dividends.
- Closing of the Meeting.
RESOLUTIONS PROPOSED
Election of Chairman of the Extraordinary General Meeting (item 2)
The Board proposes that Magnus Lindstedt, or in his absence the individual that the Board designates, be elected the Chairman of the Extraordinary General Meeting.
Resolution on distribution of dividends (item 7)
The Board proposes that the Meeting resolves a dividend of SEK 0.91 per share, in total SEK 182,000,000, and that the record date for dividend be Monday, 2 October 2023. If the Meeting resolves in accordance with the proposal, the dividend is estimated to be paid out to the shareholders on Thursday, 5 October 2023. The final day of trading in the company’s shares including the right to distribution will be Thursday 28 September 2023.
According to the Annual Report for the 2022 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 2,220,241,233. The 2023 Annual General Meeting resolved on a dividend to shareholders totalling SEK 214,000,000, which is why SEK 2,006,241,233 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.
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. 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 2022 financial year are available, together with the proxy form, from no later than three weeks before the Extraordinary General Meeting on the company website, www.resursholding.se and at the company at Ekslingan 9 in Helsingborg and will be sent to those shareholders who have requested such and have provided their postal or e-mail address.
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, “EGM”, 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.
Shareholders who submit questions in advance can do so to Resurs Holding AB, Att. Lena Johansson, Box 22209, SE-250 24 Helsingborg, Sweden or by e-mail to: lena.johansson@resurs.se.
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: 042-38 20 00
Address: Resurs Holding, DPO, Box 22209, SE-250 24 Helsingborg, Sweden.
__________________________
Helsingborg, September 2023
RESURS HOLDING AB (PUBL)
THE BOARD
CONTACTPERSONS FOR MORE INFORMATION
Sofie Tarring Lindell, interim CEO, +46736443395, sofie.tarringlindell@resurs.se
Lena Johansson, Legal Counsel, +46720069363, lena.johansson@resurs.se