DGAP-AGM: Multitude SE: Decisions of the Annual General Meeting of Shareholders of Multitude SE
DGAP-News: Multitude SE
/ Announcement of the Results of the General Meeting
Multitude SE: Decisions of the Annual General Meeting of Shareholders of Multitude SE
27.04.2022 / 10:30
Announcement of the Results of the General Meeting, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Multitude SE: Decisions of the Annual General Meeting of Shareholders of Multitude SE
Helsinki, 27 April 2022 - Multitude SE (ISIN: FI4000106299, WKN: A1W9NS) ("Multitude" or "Company").
DECISIONS OF MULTITUDE'S ANNUAL GENERAL MEETING 2022
Multitude held its Annual General Meeting today under special arrangements and the meeting made the following resolutions.
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 2021 and discharged the members of the Board of Directors and the CEO from liability for the financial year 2021.
DIVIDENDS
The Annual General Meeting decided in accordance with the proposal of the Board of Directors that for the financial year ended 31 December 2021, no dividend will be distributed.
REMUNERATION REPORT FOR THE GOVERNING BODIES
The Annual General Meeting approved the presented Remuneration Report 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, Michael A. Cusumano, Jorma Jokela, Lea Liigus, Frederik Strange and Juhani Vanhala and elect Kristiina Leppänen and Jussi Mekkonen as new members, each one for a term ending at the end of the next Annual General Meeting.
The Chairman and the Vice Chairman of the Board of Directors will be elected by the Board of Directors from amongst its members.
REMUNERATION OF THE BOARD OF DIRECTORS
The Annual General Meeting resolved that the remuneration 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 was resolved that no remuneration will be paid to the members who are employees or Managing Directors of the Company or a subsidiary of the Company.
AUDITOR AND REMUNERATION OF THE AUDITOR
Audit firm PricewaterhouseCoopers Oy, which had stated that APA Jukka Karinen will act as the responsible auditor, was appointed as auditor of the Company for a term ending at the end of the next Annual General Meeting.
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 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.
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 in force until the earliest of: (i) the transfer of the registered office of Multitude SE from Helsinki, Finland to Hamburg, Germany in accordance with the Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) (SE Regulation), (ii) the end of the next Annual General Meeting, or (iii) until 30 June 2023.
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 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 in force until the earliest of: (i) the transfer of the registered office of Multitude SE from Helsinki, Finland to Hamburg, Germany in accordance with the Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) (SE Regulation), (ii) the end of the next Annual General Meeting, or (iii) until 30 June 2023.
TRANSFER OF THE REGISTERED OFFICE FROM FINLAND TO GERMANY
The Company's Extraordinary General Meeting has approved on 16 September 2021 the transfer of the registered office of Multitude from Helsinki, Finland to Hamburg, Germany (Transfer) as well as the transfer of the shares in the Company to the securities depository system maintained by the German securities depository Clearstream Banking Aktiengesellschaft.
Multitude has announced on 9 December 2021, that the Company's Board of Directors has resolved to postpone the relocation for a period currently expected to be up to a year. As a result of the postponement, the relocation is expected to take place at the latest on or about 31 December 2022.
The Annual General Meeting noted the update.
OTHER DECISIONS
The Annual General Meeting made also certain decisions related to the Transfer which are conditional on the registration of the Company in the commercial register in Germany. Those decisions include a decision to authorise the Board of Directors for a period until 30 June 2025, to acquire shares of the Company in an extent of up to 10 per cent of the capital stock existing at the point in time of this authorisation becoming effective or - if this value is lower - of the capital stock existing at the point in time of the exercise of the authorisation, a decision to authorise the Board of Directors to use treasury shares that were or are so acquired on the basis of the authorisation for all legally permissible purposes, and a decision to authorise the Company to acquire treasury shares also by using derivatives and to enter into corresponding derivative transactions so that the term of the individual derivatives may not be more than 18 months, has to end no later than on 30 June 2025, and has to be designed in such manner that the acquisition of the shares using the derivatives cannot occur after 30 June 2025.
Moreover, subject to the condition precedent of the registration of the Company with the commercial register in Germany on or before 31 December 2022, the Annual General Meeting made a decision to elect PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft as the auditor of the Company and Multitude Group for the financial year 2022.
About Multitude SE:
Multitude is a fully regulated growth platform for financial technology. Its ambition is to become the most valued financial ecosystem. This vision is backed by +16 years of solid track record in building and scaling financial technology. Through its full European banking license, profound know-how in technology, regulation, cross-selling, and funding, Multitude enables a range of sustainable banking and financial services to grow and scale. Currently, it has three independent business units on this growth platform: Ferratum as consumer lender, CapitalBox as business lender, and SweepBank as shopping and financing app. Multitude and its independent units employ over 700 people in 19 countries, and they together generated EUR 214 million turnover in 2021. Multitude was founded in 2005 in Finland and is listed in the Prime Standard segment of the Frankfurt Stock Exchange under the symbol 'FRU.' www.multitude.com
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