NOTICE TO CONVENE MULTITUDE SE'S ANNUAL GENERAL MEETING OF SHAREHOLDERS
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EQS-News: Multitude SE / Schlagwort(e): Hauptversammlung
NOTICE TO CONVENE MULTITUDE SE'S ANNUAL GENERAL MEETING OF SHAREHOLDERS
(News mit Zusatzmaterial)
28.03.2024 / 18:30 CET/CEST
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
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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:
1. Opening of the Meeting
2. Calling the Meeting to Order
3. Election of Persons 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
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 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/.
7. Adoption of the Annual Accounts
8. 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.
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
The Remuneration Report for Governing Bodies is available on the Company's
website at https://www.multitude.com/.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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/.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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:
a. by email to agm@multitude.com; or
b. 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:
a. by email to agm@multitude.com; or
b. 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.
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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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Zusatzmaterial zur Meldung:
Datei:
https://eqs-cockpit.com/c/fncls.ssp?u=902791041a73967da326c86c4830766a
Dateibeschreibung: Multitude Group Remuneration Policy
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28.03.2024 CET/CEST Veröffentlichung einer Corporate News/Finanznachricht,
übermittelt durch EQS News - ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
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Sprache: Deutsch
Unternehmen: Multitude SE
Ratamestarinkatu 11 A
00520 Helsinki
Finnland
E-Mail: ir@multitude.com
Internet: https://www.multitude.com/
ISIN: FI4000106299
WKN: A1W9NS
Börsen: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
München, Stuttgart, Tradegate Exchange; Stockholm
EQS News ID: 1869275
Ende der Mitteilung EQS News-Service
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1869275 28.03.2024 CET/CEST
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Quelle: dpa-AFX
