Decisions of the Annual General Meeting of Shareholders of
DECISIONS OF FERRATUM’S ANNUAL GENERAL MEETING 2020
ADOPTION OF THE ANNUAL ACCOUNTS AND DISCHARGE FROM LIABILITY
The Annual General Meeting adopted the Annual Accounts including the Consolidated Annual Accounts for the financial year 2019 and discharged the members of the Board of Directors and the CEO from liability for the financial year 2019.
AUTHORISATION FOR THE BOARD OF DIRECTORS TO DECIDE TO DISTRIBUTE DIVIDENDS
The Annual General Meeting decided in accordance with the proposal of the Board of Directors that for the financial year ended
Based on the authorisation, the Board of Directors can decide to distribute dividends from the Company’s unrestricted equity in one or more tranches so that the amount of dividends to be distributed does not exceed a total of
The dividends to be possibly distributed based on the Board of Director’s decision are paid to shareholders who are registered in the Company’s shareholders’ register held by
The authorisation is in force until the start of the next Annual General Meeting.
REMUNERATION POLICY FOR THE GOVERNING BODIES
The Annual General Meeting supported the presented Remuneration Policy for Governing Bodies.
COMPOSITION OF THE BOARD OF DIRECTORS
The Annual General Meeting confirmed the number of members of the Board of Directors as eight.
The Annual General Meeting decided to re-elect Goutam Challagalla,
The Chairman and the Vice Chairman of the Board of Directors will be appointed by the Board of Directors from amongst its members.
REMUNERATION OF THE BOARD OF DIRECTORS
The Annual General Meeting resolved that each member of the Board of Directors be paid
AUDITOR AND REMUNERATION OF THE AUDITOR
Audit firm
It was decided that the auditor be paid reasonable remuneration in accordance with the auditor's invoice, which shall be approved by the Company.
AUTHORISATION TO THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY’S OWN SHARES
The Annual General Meeting approved the Board of Directors’ proposal on authorisation to the Board of Directors to decide to repurchase a maximum of 1,086,198 shares in the Company, which corresponds approximately to 5 per cent of all the shares in the Company.
By virtue of the authorisation, own shares may be repurchased by using the Company’s unrestricted equity. Consequently, any repurchase will reduce the Company’s funds available for distribution of profits.
Own shares may be repurchased through public trading on the
The authorisation entitles the Board of Directors to decide to repurchase shares also otherwise than in proportion to the shareholders’ holding in the Company by way of a directed repurchase subject to the requirements set out in the Finnish Limited Liability Companies Act. The Board can use the authorisation in one or several tranches to all purposes decided by the Board of Directors.
The authorisation is in force until the next Annual General Meeting, however, no longer than until
AUTHORISATION TO THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AND SPECIAL RIGHTS ENTITLING TO SHARES
The Annual General Meeting approved the Board of Directors’ proposal on authorisation to the Board of Directors to decide to issue a maximum of 3,258,594 shares, which corresponds approximately to 15 per cent of the Company’s total amount of shares. The Board of Directors may issue either new shares or transfer existing shares held by the Company.
The authorisation also includes the right to issue special rights, in the meaning of chapter 10, section 1 of the Finnish Limited Liability Companies Act, which entitle to the Company's new shares or the Company’s own shares held by the Company against consideration. Shares that may be subscribed for by virtue of the special rights entitling to shares are included in the aforesaid maximum number of shares.
The authorisation entitles the Board to decide on a directed share issue and issue of special rights in deviation from the pre-emptive rights of shareholders subject to the requirements set out in the Finnish Limited Liability Companies Act. The Board can use the authorisation in one or several tranches, and it may be used to all purposes decided by the Board of Directors, such as developing the Company’s capital structure, financing or carrying out acquisitions or other arrangements, or as a part of the Company’s incentive schemes.
The authorisation is in force until the next Annual General Meeting, however, no longer than until
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