The Shareholders of Resurs Holding AB (publ) are hereby invited to the Extraordinary General Meeting on Friday 5 October 2018 at 15.00 CET at Dunkers Kulturhus, Kungsgatan 11 in Helsingborg.
Notice etc.
Shareholders who wish to attend the Extraordinary General Meeting shall
- be entered in the share register maintained by Euroclear Sweden on Saturday 29 September 2018. Since the record day is a Saturday, shareholders must make sure to be entered in the share register on Friday 28 September 2018, and
- give notice of their attendance no later than on Monday 1 October 2018. 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 Friday 28 September 2018 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.
Proposed agenda
- Opening of the General Meeting.
- Election of Chairman of the 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 General Meeting has been duly convened.
- Resolution on distribution of dividends.
- Closing of the General Meeting.
Resolutions
Election of Chairman of the General Meeting (item 2)
The company’s largest share holder Waldakt AB has proposed that Magnus Lindstedt is elected to be the Chairman of the General Meeting.
Resolution on distribution of dividends (item 7)
The Board proposes a dividend of SEK 1.65 per share (SEK 330,000,000 in total) and that the record date for dividend shall be on Tuesday 9 October 2018. If the General Meeting resolves in accordance with the proposal, the dividend is estimated to be paid out to the shareholders on Friday 12 October 2018. The final day of trading in the company’s shares including the right to dividend distribution will be Friday 5 October 2018.
According to the annual report for the financial year 2017, 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 2,465,928,445. The Annual General Meeting 2018 resolved on a dividend distribution of SEK 360,000,000 to the shareholders, meaning that SEK 2,105,928,445 of the available profit remains available.
The proposed dividend is a result of the company, as from autumn 2017, having 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 2017 Group Profit, and together with the dividend distribution resolved at the Annual General Meeting 2018 it is equal to approximately 64 percent of 2017’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.
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 motivated statements according to Ch. 18 Sec. 4 of the Companies Act, the annual report and the audit report of 2017, 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.
Helsingborg, September 2018
RESURS HOLDING AB (PUBL) THE BOARD
Other information
Schedule for the Meeting:
The doors open for shareholders at 14.30 CET.
The Extraordinary General Meeting commences at 15.00 CET.
More information is available from:
Peter Rosén, CFO & Head of IR, peter.rosen@resurs.se +46 736 564 934
Sofie Tarring, IR Officer, sofie.tarring@resurs.se +46 736 44 33 95
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 5.7 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 2018, the Group had 819 employees and a loan portfolio of SEK 26.6 billion. Resurs is listed on Nasdaq Stockholm.