NOTICE TO CONVENE FERRATUM PLC’s Extraordinary GENERAL MEETING OF SHAREHOLDERS
Notice is given to the shareholders of
In order to limit the spread of the COVID-19 epidemic, the Company’s Board of Directors has decided to adopt the exceptional meeting procedure provided for in the Finnish Act 375/2021, which temporarily deviates from some of the provisions of the Finnish Limited Liability Companies Act (the so-called temporary act). The Board of Directors has decided to take the measures permitted by the temporary legislation in order to hold the General Meeting in a predicable manner while also taking into account the health and safety of the Company’s shareholders, personnel and other stakeholders.
The Company’s shareholders can participate in the meeting and exercise their rights only by voting in advance and by presenting counterproposals and questions in advance. Instructions for shareholders are provided below in Section 3 (Instructions for the Participants in the General Meeting of Shareholders).
It will not be possible to participate in the meeting in person, and no video link to the meeting venue will be provided. The Company’s Board of Directors, the CEO and other management will not be present at the meeting venue.
1 MATTERS ON THE AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS
At the General Meeting of Shareholders, the following matters will be considered:
(1) Opening of the Meeting
(2) Calling the Meeting to Order
Attorney Janne Lauha will serve as the chairperson.
If Janne Lauha is prevented from serving as the chairperson for a weighty reason, the Board of Directors will appoint a person they deem most suitable to serve as the chairperson.
(3) Election of Person to Scrutinise the Minutes and to Supervise the Counting of Votes
Attorney
If
(4) Recording the Legality of the Meeting
(5) Recording the Attendance at the Meeting and Adoption of the List of Votes
Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the General Meeting in accordance with chapter 5, sections 6 and 6 a of the Finnish Limited Liability Companies Act will be deemed shareholders participating in the meeting.
Recording the attendance at the meeting and the adoption of the list of votes will take place based on information provided by
(6) Conversion of the Company from a
The Terms of Conversion have been enclosed to this notice as Appendix 1 and the Report as Appendix 2, and they are also available on the Company’s website.
The Terms of Conversion have been registered in the
(a) Conversion of the Company into an SE
The Board of Directors proposes that the Extraordinary General Meeting approves the Terms of Conversion and resolves on the Conversion in accordance with the Terms of Conversion.
The reasons for converting the Company into an SE are strategic. While the Company was incorporated in
Pursuant to Article 37 paragraph 6 of the Council Regulation (EC) 2157/2001 on the Statute for a European company (SE), one or more independent experts must before the general meeting deciding on the Conversion certify that the Company has net assets at least equivalent to its capital plus those reserves which must not be distributed under the law or the articles of association. The Company’s auditor,
(b) Amending the Articles of Association
The above-mentioned Conversion requires that the Articles of
Provided that the Extraordinary General Meeting approves the proposal of the Board of Directors relating to the Conversion in item (a) above, the Board of Directors proposes that the Extraordinary General Meeting resolves to amend the Company’s Articles of Association as follows:
(i) Article 1 of the Articles of Association is proposed to be amended to feature a new indication of corporate form in the Company’s trade name, and the Article reads as follows:
1
The trade name of the Company is
(ii) Article 3 of the Articles of Association is proposed to be changed to include a reference to appointed intervals at which the Board of Directors shall meet, and the amended Article reads as follows:
3 Board of Directors and Managing Director
The Board of Directors shall be comprised of no fewer than three (3) and no more than nine (9) members. The term of the members of the Board of Directors shall expire at the close of the first annual general meeting following the meeting at which the Board was elected.
The Chairman and the Vice Chairman shall be appointed by the Board of Directors from amongst its members.
The Board of Directors shall meet at least once every three months to discuss the progress and foreseeable development of the Company’s business.
The Company shall have a Managing Director to be appointed by the Board of Directors.
(7) Amending the Articles of Association
Provided that the Extraordinary General Meeting approves the proposals of the Board of Directors under item (6) above, the Board of Directors proposes that Article 1 of the Articles of
1
The trade name of the Company is Multitude SE. The registered domicile of the company is
(8) Closing of the Meeting
2 MEETING MATERIALS
The above proposals of the Board of Directors relating to the agenda of the General Meeting of Shareholders as well as this notice, the Terms of Conversion, the Report and the auditor’s certificate are available on Ferratum Plc’s website at https://www.ferratumgroup.com/investors/annual-general-meeting/egm.
Copies of these documents and of this notice will be sent to shareholders upon request.
The minutes of the meeting will be made available on Ferratum Plc’s website no later than on
3 INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING OF SHAREHOLDERS
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting only by voting in advance and by presenting counterproposals and questions in advance in accordance with the instructions provided below.
It will not be possible to participate in the meeting in person.
3.1 Shareholders Registered in Shareholders’ Register
Each shareholder who is registered in the shareholders’ register of the Company held by
Shareholders, who are registered in the shareholders’ register of the Company, and who wish to participate in the General Meeting, must register for the meeting by giving prior notice of participation and by delivering their votes in advance as instructed below. Both the notice of participation and votes have to be received by
In connection with the registration, shareholders are required to provide certain information such as their name, personal identification number/business ID, address and telephone number. Personal data disclosed by shareholders to
Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the period
a) Electronically via a link available on Ferratum Plc’s website at https://www.ferratumgroup.com/investors/annual-general-meeting/egm. Electronical advance voting requires identification with Finnish online banking credentials.
b) By email or post by delivering the advance voting form available on the Company’s website at https://www.ferratumgroup.com/investors/annual-general-meeting/egm or corresponding information to
If a shareholder participates in the General Meeting by delivering votes in advance in the manner set forth above, the delivery of the votes before the end of registration and the advance voting shall constitute due registration for the General Meeting, provided that the information required for registration has been given.
The advance voting form as well as further instructions concerning voting are available on the Company’s website at https://www.ferratumgroup.com/investors/annual-general-meeting/egm upon the start of the advance voting at the latest.
3.2 Holders of Nominee Registered Shares
Holders of nominee registered shares have the right to participate in the General Meeting by virtue of shares, based on which they would be entitled to be registered in the shareholders’ register of the Company held by
Holders of nominee registered shares are advised to ask their custodian bank without delay for the necessary instructions regarding registration in the Company’s temporary shareholders’ register, the issuing of proxy documents and registration for the General Meeting of Shareholders. The account management organisation of the custodian bank must register holders of nominee-registered shares in the Company’s temporary shareholders’ register at the latest by the time stated above and arrange advance voting on behalf of the holders of nominee registered shares.
Further information on these matters is also available on the Company’s website at https://www.ferratumgroup.com/investors/annual-general-meeting/egm.
3.3 Proxy Representatives and Power of Attorney
Shareholders may participate in the General Meeting of Shareholders and exercise their rights at the meeting by way of proxy representation. Proxy representatives of shareholders are also required to vote in advance in the manner instructed in this notice.
Proxy representatives must produce a dated proxy document or otherwise reliably demonstrate their right to represent the shareholder. If a shareholder participates in the General Meeting of Shareholders by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder must be identified in connection with the registration for the General Meeting of Shareholders.
A form of proxy is provided on Ferratum Plc’s website at https://www.ferratumgroup.com/investors/annual-general-meeting/egm. The form of proxy is provided for the shareholders’ convenience and it is not necessary to use the form provided on the website.
Any proxy documents are requested to be delivered by post to
3.4 Other Instructions and Information
Shareholders who hold at least one one-hundredth of all the shares in the Company have the right to make a counterproposal concerning the proposed decisions on the agenda of the General Meeting to be placed for a vote. The counterproposals must be delivered to the Company to the e-mail address ir@ferratum.com at the latest by
Shareholders have the right to pose questions and request information with respect to the matters to be considered at the meeting pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act by e-mail to the address ir@ferratum.com at the latest by
On the date of this notice to the Extraordinary General Meeting of Shareholders, dated
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In
The Board of Directors
APPENDICES
Appendix 1 Draft Terms of Conversion of
Appendix 2 Report of the Board of Directors concerning the Conversion of
Appendix 3 Auditor’s Certificate related to the Conversion
Attachment
- Ferratum Oyj EGM 2021 Notice appendices
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