Ress Life Investments A/S publishes notice for Extraordinary General Meeting
Ress Life Investments A/S
Nybrogade 12
1203 Copenhagen K
Denmark
CVR nr. 33593163
www.resslifeinvestments.com
To: Nasdaq Copenhagen
Date: 2 October 2025
Corporate Announcement 31/2025
Ress Life Investments A/S publishes notice for Extraordinary 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 an Extraordinary General Meeting of Ress Life Investments A/S (the “Company“) which will take place on Friday 24 October 2025 at 10:00 a.m. at Nybrogade 12, 1203 Copenhagen K, Denmark.
Shareholders in the Company are invited to participate.
Agenda for the Extraordinary General Meeting:
1. Proposed resolution to decrease the Company’s share capital by cancellation of treasury shares.
COMPLETE PROPOSAL
The Board of Directors propose to decrease the Company’s share capital by EUR 30,000,000 by cancellation of 60,000 treasury shares of nominally EUR 500 each, and to make corresponding changes to Article 3.1 of the Articles of Association.
Pursuant to section 156(2), cf. section 185 of the Danish Companies Act (selskabsloven), the following documents are attached as Appendices 1-3: (a) a copy of the latest approved Annual Report, (b) a report by the Board of Directors, and (c) statement by the auditor on the Board of Directors’ report.
The Company has acquired the shares for a total amount of EUR 139,060,726, which means that in addition to the nominal decrease amount, EUR 109,060,726 has been paid to the shareholders. The capital decrease will thus be made at a price of 463.53575333 (rounded) per share of nominally EUR 100.
The capital decrease will be completed in accordance with the rules on capital decreases for the purpose of distribution to the shareholders, see section 188(1)(2) of the Danish Companies Act.
Before the capital decrease is made creditors of the Company will be invited, through the IT system of the Danish Business Authority, to file their claims within four weeks, see section 192(1) of the Danish Companies Act.
The capital decrease and the resulting amendment to the Articles of Association will be registered as final with the Danish Business Authority upon expiry of the time allowed for creditors to file their claims, see section 193(1) of the Danish Companies Act, unless at such time the capital decrease is not allowed under the Act.
VOTING REQUIREMENTS
The proposed resolution must be passed by no less than 2/3 of the votes cast as well as the shares represented, see section 186, cf. section 106(1) of the Danish Companies Act.
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 17 October 2025 (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 and 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 21 October 2025, 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 21 October 2025. Notice of participation may be given to the Company using the form attached as Appendix 4, 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 21 October 2025, 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 attached as Appendix 5, 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 21 October 2025, 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 5, 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 23 October 2025, 17:00 p.m.
SHARE CAPITAL AND VOTING RIGHTS
The Company’s share capital is EUR 87,928,500 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: | 175,857 |
| Number of votes: | 175,857 |
AGENDA ETC.
The agenda will be made 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:
- Notice convening the meeting.
- The total number of shares and voting rights as at the date of the notice.
- The documents to be submitted to the general meeting.
- The agenda and the full text of the proposals.
- 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 January – 31 December 2024, the Company’s position, the proposed resolution to decrease the Company’s share capital, and other questions to be addressed by the meeting.
Questions related to this announcement can be made to the Company’s CEO Ketil Poul Petersen, email: ketilp.rli@gmail.com or to the Company’s AIF-manager, Resscapital AB, Gustaf Hagerud, email: gustaf.hagerud@resscapital.com.
Attachments
- EGM – Notice and Agenda
- Appendix 1 – Annual Report 2024
- Appendix 2 – Report by the Board of Directors
- Appendix 3 – Statement by the auditor on the Board of Directors’ report
- Appendix 4 – EGM Notice of Attendance form
- Appendix 5 – EGM Proxy and Postal Voting Form
