NOTICE TO CONVENE MULTITUDE SE’S ANNUAL GENERAL MEETING OF
SHAREHOLDERS
Notice is given to the shareholders of Multitude SE
(Company) that the Annual General Meeting of the Company is
to be held on 25 April 2024 at 10:00 a.m. (EEST / Finnish time) at
the offices of Castrén & Snellman Attorneys Ltd, Eteläesplanadi
14, Helsinki, Finland.
The reception of persons who have registered for the meeting and
the distribution of voting tickets will start at 9:30 a.m. (EEST /
Finnish time).
Shareholders may also exercise their voting rights by voting in
advance. Instructions concerning advance voting are provided in
Section 3.4 of this notice.
It will not be possible to participate in the meeting or follow
the meeting via an online stream or otherwise in real time by the
use of telecommunication connections or technical means.
The meeting will be held in the English language.
1
Matters on the agenda of the General Meeting of
Shareholders
At the General Meeting of Shareholders, the following matters
will be considered:
- Opening of the Meeting
- Calling the Meeting to Order
- Election of Persons to Scrutinise the Minutes and to Supervise
the Counting of Votes
- Recording the Legality of the Meeting
- Recording the Attendance at the Meeting and Adoption of the
List of Votes
- 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 2023
Review by the CEO.
The Annual Report, which includes the Company’s Annual Accounts
and report of the Board of Directors as well as the Auditor’s
Report, is available on the Company’s website at
https://www.multitude.com/.
- Adoption of the Annual Accounts
- Resolution on the Use of the Result Shown on the Balance Sheet
and the Distribution of Dividend
The result for the financial year 2023 of Multitude SE amounted
to EUR 6,331,943. The unrestricted equity of the Company at the end
of the financial year stood at EUR 54,580,782. The result for
the financial year 2023 of Multitude Group amounted to
EUR 16,438,318.
The Board of Directors proposes to the Annual General Meeting
that, for the financial year 2023, a dividend of EUR 0.19 per share
be distributed.
The dividend is proposed to be paid on 7 May 2024 to
shareholders who are registered in the Company’s shareholder
register on the dividend record date of 29 April 2024.
- Resolution on Discharging the Members of the Board of Directors
and the CEO from Liability
- Consideration of the Remuneration Report for Governing
Bodies
The Remuneration Report for Governing Bodies is available on the
Company’s website at https://www.multitude.com/.
- Consideration of the Remuneration Policy for Governing
Bodies
The Remuneration Policy for Governing Bodies is attached to this
notice as an appendix and available on the Company’s website at
https://www.multitude.com.
- Resolution on the Remuneration of the Members of the Board of
Directors
The Board of Directors proposes on recommendation of the People
and Culture Committee that the fees payable to the members of the
Board of Directors remain the same, and that the Chairman of the
Board of Directors be paid EUR 8,000 per month, and each of the
other members 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.
- 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.
- 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 six.
- Election of the Members of the Board of Directors
The Board of Directors proposes that Goutam Challagalla, Jorma
Jokela, Kristiina Leppänen, Lea Liigus and Ari Tiukkanen be
re-elected as members and that Marion Khüny be elected as a new
member, 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 presentations of the proposed members of the Board of
Directors are available on the Company’s website at
https://www.multitude.com/.
- 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 Paunonen will
act as the auditor-in-charge.
- Election of the Auditor in Malta
The Extraordinary General Meeting on 21 March 2024 resolved on
the transfer of the Company’s registered office from Finland to
Malta in accordance with the transfer proposal approved by the
Company’s Board of Directors on 17 January 2024.
The Board of Directors proposes on recommendation of the Audit
Committee that, upon the registration of the Company with the Malta
Business Registry, PricewaterhouseCoopers (Registration Number:
AB/26/84/38), with their registered office situated at 78, Mill
Street, Qormi, Malta be appointed as the Auditors of the Company
until the earlier of: (i) the end of the next Annual General
Meeting to be held in the year 2025, or (ii) the Company’s
continuation out of Malta into Switzerland.
The Board of Directors further proposes that the Audit Committee
be authorised to fix the Auditor’s remuneration and sign any
engagement letter as may be required for the purposes of finalising
the engagement.
- Authorisation to the Board of Directors to Decide on the
Repurchase and Acceptance as Pledge 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 2,172,396 shares in the Company, which corresponds approximately
to 10 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.
The authorisation also includes the right to accept shares in
the Company as pledge.
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 or accept shares as pledge also otherwise than in
proportion to the shareholders’ holding in the Company by way of a
directed repurchase or directed acceptance as pledge 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 earliest
of: (i) the transfer of the registered office of Multitude SE from
Finland to Malta pursuant to the transfer proposal approved by the
Company’s Board of Directors on 17 January 2024, (ii) the end of
the next Annual General Meeting to be held in the year 2025, or
(iii) 30 June 2025.
- 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 earliest
of: (i) the transfer of the registered office of Multitude SE from
Finland to Malta pursuant to the transfer proposal approved by the
Company’s Board of Directors on 17 January 2024, (ii) the end of
the next Annual General Meeting to be held in the year 2025, or
(iii) 30 June 2025.
- 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, the
Remuneration Report for Governing Bodies and the Remuneration
Policy for Governing Bodies are available on Multitude SE’s website
at https://www.multitude.com/.
The Annual Report of Multitude SE, the Annual Accounts, the
report of the Board of Directors and the Auditor’s report, are
available on the above-mentioned Multitude SE’s website.
The proposals of the Board of Directors and the other
above-mentioned documents will also be available at the
meeting.
The minutes of the meeting will be made available on the
above-mentioned Multitude SE’s website no later than on 9 May
2024.
3
Instructions for the participants in the General Meeting of
Shareholders
3.1
Shareholders Registered in
Shareholders’ Register
Each shareholder who is registered in the shareholders’ register
of the Company held by Euroclear Finland Oy on the record date of
the General Meeting of Shareholders, i.e., 15 April 2024, has the
right to participate in the General Meeting. Shareholders whose
shares are registered on their Finnish book-entry account are
registered in the shareholders’ register of the Company. Changes in
shareholding after the record date do not affect the right to
participate in the meeting or the number of votes.
The registration to the General Meeting of Shareholders starts
on 4 April 2024 at 10:00 a.m. (EEST / Finnish time). 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 as
instructed below. The notice of participation must be received by
the Company no later than on 22 April 2024 at 4:00 p.m. (EEST /
Finnish time). Such notice can be given:
- by email to agm@multitude.com; or
- by mail to Multitude SE, “AGM 2024”, Ratamestarinkatu 11 A,
00520 Helsinki, Finland.
In connection with the registration, shareholders must provide
the information requested such as their name, personal
identification number/business ID, address and telephone number,
and the shareholder’s possible representative’s and/or proxy
representative’s name and personal identification number. Personal
data disclosed by shareholders to Multitude SE will only be used in
connection with the General Meeting and the processing of the
related registrations.
A registration and advance voting form is available on the
Company’s website.
The shareholders as well as their authorised representatives or
proxy representatives must, as necessary, be able to prove their
identity and/or right of representation at the General Meeting.
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 Euroclear Finland Oy on the record
date of the General Meeting, i.e., 15 April 2024. In addition, the
right to participate in the General Meeting requires that the
holders of nominee registered shares be temporarily entered into
the shareholders’ register held by Euroclear Finland Oy based on
these shares by 22 April 2024 at 10.00 a.m. (EEST / Finnish time),
at the latest. This registration constitutes due registration for
holders of nominee registered shares wishing to participate in the
Annual General Meeting. Changes in shareholding after the record
date do not affect the right to participate in the meeting or the
number of votes.
Holders of nominee registered shares are advised to ask their
custodian bank without delay for the necessary instructions
regarding the temporary registration in the Company’s shareholders’
register, the issuing of proxy documents and voting instructions as
well as registration for the General Meeting of Shareholders and
advance voting. The account manager of the custodian bank must
temporarily register holders of nominee-registered shares in the
Company’s shareholders’ register at the latest by the time stated
above. Where necessary, the account manager of the custodian bank
shall also arrange advance voting on behalf of the holder of
nominee registered shares during the registration period applicable
to holders of nominee registered shares.
Further information on these matters is also available on the
Company’s website at https://www.multitude.com/.
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 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 Multitude SE’s website at
https://www.multitude.com/. The form of proxy is provided for the
shareholders’ convenience, and it is not necessary to use the form
provided on the website.
Copies of proxy documents are requested to be delivered to the
Company either by email to agm@multitude.com or by mail to
Multitude SE, “AGM 2024”, Ratamestarinkatu 11 A, 00520 Helsinki,
Finland before the end of registration on 22 April 2024 at 4:00
p.m. (EEST / Finnish time) by which time the proxy documents must
be received. Possible proxy documents in originals must be
presented at the meeting venue if requested.
In addition to the delivery of the proxy documents, shareholders
or their proxy representatives must register for the General
Meeting as described above in this notice.
3.4
Advance Voting
Shareholders may use their voting rights also by voting in
advance.
Shareholders who are registered in the shareholder register of
the Company can vote in advance as instructed below. The advance
voting starts on 4 April 2024 at 10:00 a.m. (EEST / Finnish Time)
and the advance votes must be received by the Company no later than
on 22 April 2024 at 4:00 p.m. (EEST / Finnish time). The advance
votes can be given:
- by email to agm@multitude.com; or
- by mail to Multitude SE, “AGM 2024”, Ratamestarinkatu 11 A,
00520 Helsinki, Finland.
Submitting votes as described above shall be deemed to
constitute registration for the General Meeting, provided that the
information required for the registration is provided.
A registration and advance voting form is available on the
Company’s website.
For the advance votes to be considered in the General Meeting,
the shareholder must be registered in the Company’s shareholder
register maintained by Euroclear Finland Oy on the record date of
the General Meeting.
A shareholder who has voted in advance cannot exercise their
right to request information, make proposals for resolutions, or
demand a vote, or vote for an amended or a new proposal for
resolution unless they attend the General Meeting in person or by
proxy at the meeting venue.
Holders of nominee registered shares can vote in advance through
their account operators. Account operators can vote in advance on
behalf of the holders of nominee registered shares they represent
in accordance with the relevant shareholders’ voting instructions
during the registration period applicable to holders of nominee
registered shares.
Proposals for resolutions that are subject to advance voting are
considered to have been presented unchanged in the General Meeting,
and the advance votes are taken into account in a possible vote
held during the meeting also in circumstances where an alternative
proposal for resolution has been made in the relevant matter.
3.5
Other Instructions and
Information
The meeting will be held in the English language.
Pursuant to Chapter 5, Section 25 of the Finnish Limited
Liability Companies Act, shareholders who are present at the
General Meeting have the right to request information with respect
to the matters to be considered at the meeting.
On the date of this notice to the Annual General Meeting of
Shareholders, dated 28 March 2024, the total number of shares in
Multitude SE is 21,723,960 and each of these shares carries one
vote. On the date of this notice, Multitude SE holds 80,786 of its
own shares as treasury shares. Pursuant to Chapter 5, Section 9 of
the Finnish Limited Liability Companies Act, shares held by the
Company or a subsidiary do not entitle to participation in the
General Meeting. Accordingly, the number of voting rights carried
by the outstanding shares is 21,643,174.
–––––––––––––––––––––––––
In Helsinki on 28 March 2024
MULTITUDE SE
The Board of Directors
APPENDIX
Remuneration Policy for Governing Bodies
Contact:
Lasse Mäkelä
Chief Strategy and IR Officer
Phone: +41 79 371 34 17
E-Mail: lasse.makela@multitude.com
About Multitude SE:
Multitude is a listed European FinTech company, offering
digital lending and online banking services to consumers, small and
medium-sized businesses, and other FinTechs overlooked by
traditional banks. The services are provided through three
independent business units, which are served by our internal
Banking-as-a-Service Growth Platform. Multitude’s business units
are consumer banking (Ferratum), SME banking (CapitalBox) and
wholesale banking (Multitude Bank). Multitude Group employs over
700 people in 25 countries and offers services in 16 countries,
achieving a combined turnover of 230 million euros in 2023.
Multitude was founded in Finland in 2005 and is listed on the Prime
Standard segment of the Frankfurt Stock Exchange under the symbol
'FRU'.
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