MULTITUDE SE DGAP-News: Ferratum Oyj / Key word(s): AGM/EGM Ferratum Oyj: NOTICE TO CONVENE FERRATUM PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS 2021-03-24 / 14:00 The issuer is solely responsible for the content of this announcement. =---------------------------------------------------------------------------------------------------------------------- NOTICE TO CONVENE FERRATUM PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS Notice is given to the shareholders of Ferratum Plc that the Annual General Meeting of the Company is to be held on 20 April 2021 at 10 a.m. (EEST / Finnish time) at the offices of Castrén & Snellman Attorneys Ltd, Eteläesplanadi 14, Helsinki, Finland. 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 677/2020, 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, other management and the auditor will not be present at the meeting venue. The CEO's pre-recorded address will be published on the Company's website on the date of the meeting. 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 of the General Meeting. 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 Teresa Kauppila will serve as the person to scrutinise the minutes and to supervise the counting of votes. If Teresa Kauppila is prevented from serving as the person to scrutinise the minutes and to supervise the counting of votes for a weighty reason, the Board of Directors will appoint a person they deem most suitable to scrutinise the minutes and to supervise the counting of votes. (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 Computershare AB. (6) Presentation of the Annual Accounts including the Consolidated Annual Accounts, the Report of the Board of Directors and the Auditor's Report for the Year 2020 Because it is only possible to participate in the General Meeting by voting in advance, the Company's Annual Report published on 24 March 2021, which includes the Company's Annual Accounts and report of the Board of Directors as well as the Auditor's report and which is available on the Company's website, will be deemed to have been presented to the General Meeting. (7) Adoption of the Annual Accounts (8) Resolution on the Use of the Result Shown on the Balance Sheet and the Payment of Dividend The result for the financial year 2020 of Ferratum Plc amounted to a loss of EUR 4,994,188. The unrestricted equity of the Company at the end of the financial year stood at EUR 64,349,037. The result for the financial year 2020 of Ferratum group amounted to EUR 484,775. The Board of Directors proposes to the Annual General Meeting that, for the financial year ended 31 December 2020, no dividend will be distributed. (9) Resolution on Discharging the Members of the Board of Directors and the CEO from Liability (10) Consideration of the Remuneration Report for Governing Bodies Because it is only possible to participate in the General Meeting by voting in advance, the Remuneration Report for the Company's Governing Bodies published on 24 March 2021, which is available on the Company's website, will be deemed to have been presented to the General Meeting for an advisory approval. (11) Resolution on the Remuneration of the Members of the Board of Directors The Board of Directors proposes on recommendation of the Remuneration Committee that the fees payable to the members of the Board of Directors remain the same, and that each member of the Board of Directors be paid EUR 4,000 per month. Furthermore, it is proposed that no remuneration will be paid to the members who are employees or CEOs of the Company or a subsidiary of the Company. (12) Resolution on the Remuneration of the Auditor The Board of Directors proposes on recommendation of the Audit Committee that the Auditor be paid reasonable remuneration in accordance with the Auditor's invoice, which shall be approved by the Company. (13) Resolution on the Number of Members of the Board of Directors The Board of Directors proposes that the number of members of the Board of Directors be seven. (14) Election of the Members of the Board of Directors The Board of Directors proposes that Goutam Challagalla, Michael A. Cusumano, Jorma Jokela, Clemens Krause, Lea Liigus, Frederik Strange and Juhani Vanhala be re-elected as members, each one for a term ending at the end of the next Annual General Meeting. The Chairman and the Vice Chairman will be elected by the Board of Directors from amongst its members. The curricula vitae of the proposed members of the Board of Directors are available on the Company's website at www.ferratumgroup.com. (15) Election of the Auditor The Board of Directors proposes on recommendation of the Audit Committee that Authorised Public Accountants PricewaterhouseCoopers Oy be re-elected as the Auditor for a term ending at the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has notified that, should they be re-elected, authorised public accountant (KHT) Jukka Karinen will act as the auditor-in-charge. (16) Authorisation to the Board of Directors to Decide on the Repurchase of the Company's Own Shares The Board of Directors proposes that the Annual General Meeting authorises 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 Frankfurt Stock Exchange at the prevailing market price on the date of repurchase. 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 proposed to be in force until the end of the next Annual General Meeting, however, no longer than until 30 June 2022. (17) Authorisation to the Board of Directors to Decide on the Issuance of Shares and Special Rights Entitling to Shares The Board of Directors proposes that the Annual General Meeting authorises 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 of Directors 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 of Directors 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 proposed to be in force until the end of the next Annual General Meeting, however, no longer than until 30 June 2022. (18) Closing of the Meeting 2 MEETING MATERIALS The proposals of the Board of Directors relating to the agenda of the General Meeting of Shareholders as well as this notice and the Remuneration Report for Governing Bodies are available on Ferratum Plc's website at www.ferratumgroup.com. The Annual Report of Ferratum Plc, the Company's Annual Accounts, the report of the Board of Directors and the Auditor's report, are available on the above-mentioned Ferratum Plc's website.
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