Decisions of the Annual General Meeting of Shareholders of Multitude SE

ByLois C

Apr 30, 2022 , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,
Multitude SE

Multitude SE

Multitude SE: Conclusions of the Yearly Basic Assembly of Shareholders of Multitude SE

Helsinki, 27 April 2022 – Multitude SE (ISIN: FI4000106299, WKN: A1W9NS) (“Multitude” or “Company”).

Conclusions OF MULTITUDE’S Annual Normal Assembly 2022

Multitude held its Once-a-year Typical Assembly currently under special preparations and the meeting produced the subsequent resolutions.

ADOPTION OF THE Yearly ACCOUNTS AND DISCHARGE FROM Legal responsibility

The Annual Common Conference adopted the Annual Accounts like the Consolidated Once-a-year Accounts for the financial 12 months 2021 and discharged the users of the Board of Directors and the CEO from legal responsibility for the economic calendar year 2021.

DIVIDENDS

The Annual Basic Conference made the decision in accordance with the proposal of the Board of Directors that for the fiscal year ended 31 December 2021, no dividend will be distributed.

REMUNERATION REPORT FOR THE GOVERNING BODIES

The Once-a-year Basic Conference approved the offered Remuneration Report for Governing Bodies.

COMPOSITION OF THE BOARD OF Directors

The Once-a-year Standard Meeting verified the amount of customers of the Board of Directors as 8.

The Once-a-year Typical Assembly determined to re-elect Goutam Challagalla, Michael A. Cusumano, Jorma Jokela, Lea Liigus, Frederik Odd and Juhani Vanhala and elect Kristiina Leppänen and Jussi Mekkonen as new users, every single one particular for a time period ending at the conclude of the upcoming Once-a-year Standard Meeting.

The Chairman and the Vice Chairman of the Board of Administrators will be elected by the Board of Directors from among its members.

REMUNERATION OF THE BOARD OF Directors

The Annual Typical Assembly resolved that the remuneration of the Board of Directors continue being the very same and that each member of the Board of Directors be compensated EUR 4,000 for every thirty day period. In addition, it was solved that no remuneration will be compensated to the users who are staff or Taking care of Directors of the Corporation or a subsidiary of the Enterprise.

AUDITOR AND REMUNERATION OF THE AUDITOR

Audit firm PricewaterhouseCoopers Oy, which had mentioned that APA Jukka Karinen will act as the responsible auditor, was appointed as auditor of the Firm for a phrase ending at the stop of the future Annual Typical Assembly.

It was made the decision that the auditor be compensated affordable remuneration in accordance with the auditor’s invoice, which shall be authorized by the Corporation.

AUTHORISATION TO THE BOARD OF Directors TO Choose ON THE REPURCHASE OF THE COMPANY’S Own SHARES

The Annual Typical Meeting accredited the Board of Directors’ proposal on authorisation to the Board of Directors to come to a decision to repurchase a most of 2,172,396 shares in the Company, which corresponds roughly to 10 for every cent of all the shares in the Enterprise.

By advantage of the authorisation, have shares might be repurchased by using the Company’s unrestricted equity. Consequently, any repurchase will cut down the Company’s resources offered for distribution of revenue.

Personal shares might be repurchased through general public investing on the Frankfurt Stock Trade at the prevailing market place value on the day of repurchase.

The authorisation entitles the Board of Administrators to come to a decision to repurchase shares also if not than in proportion to the shareholders’ holding in the Corporation by way of a directed repurchase subject matter to the specifications set out in the Finnish Confined Liability Businesses Act. The Board can use the authorisation in one or several tranches to all functions resolved by the Board of Directors.

The authorisation is in force right up until the earliest of: (i) the transfer of the registered business 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 stop of the following Once-a-year Normal Assembly, or (iii) right up until 30 June 2023.

AUTHORISATION TO THE BOARD OF Administrators TO Decide ON THE ISSUANCE OF SHARES AND Particular Rights ENTITLING TO SHARES

The Yearly Normal Assembly permitted the Board of Directors’ proposal on authorisation to the Board of Administrators to determine to concern a highest of 3,258,594 shares, which corresponds approximately to 15 per cent of the Company’s whole amount of money of shares. The Board of Administrators may perhaps difficulty either new shares or transfer present shares held by the Firm.

The authorisation also involves the appropriate to situation particular legal rights, in the this means of chapter 10, area 1 of the Finnish Limited Liability Providers Act, which entitle to the Firm’s new shares or the Company’s own shares held by the Enterprise versus consideration. Shares that may perhaps be subscribed for by virtue of the special rights entitling to shares are incorporated in the aforesaid optimum number of shares.

The authorisation entitles the Board of Directors to determine on a directed share difficulty and situation of special legal rights in deviation from the pre-emptive legal rights of shareholders subject matter to the requirements set out in the Finnish Limited Liability Organizations Act. The Board of Directors can use the authorisation in a person or various tranches, and it may well be utilised to all needs resolved by the Board of Directors, these kinds of as building the Company’s funds structure, financing or carrying out acquisitions or other preparations, or as a section of the Company’s incentive schemes.

The authorisation is in drive till the earliest of: (i) the transfer of the registered business office of Multitude SE from Helsinki, Finland to Hamburg, Germany in accordance with the Council Regulation (EC) No 2157/2001 of 8 Oct 2001 on the Statute for a European Firm (SE) (SE Regulation), (ii) the stop of the following Yearly General Conference, or (iii) until 30 June 2023.

TRANSFER OF THE REGISTERED Office environment FROM FINLAND TO GERMANY

The Company’s Extraordinary Typical Conference has accepted on 16 September 2021 the transfer of the registered office of Multitude from Helsinki, Finland to Hamburg, Germany (Transfer) as perfectly as the transfer of the shares in the Firm to the securities depository method preserved by the German securities depository Clearstream Banking Aktiengesellschaft.

Multitude has declared on 9 December 2021, that the Company’s Board of Administrators has fixed to postpone the relocation for a period now expected to be up to a year. As a outcome of the postponement, the relocation is envisioned to just take spot at the newest on or about 31 December 2022.

The Yearly Common Conference pointed out the update.

OTHER Choices

The Yearly General Conference built also certain selections connected to the Transfer which are conditional on the registration of the Corporation in the industrial sign up in Germany. All those selections include things like a choice to authorise the Board of Directors for a period right up until 30 June 2025, to receive shares of the Enterprise in an extent of up to 10 for each cent of the money inventory existing at the position in time of this authorisation getting powerful or – if this value is reduce – of the funds inventory current at the place in time of the workout of the authorisation, a final decision to authorise the Board of Administrators to use treasury shares that have been or are so acquired on the basis of the authorisation for all lawfully permissible reasons, and a conclusion to authorise the Enterprise to receive treasury shares also by making use of derivatives and to enter into corresponding by-product transactions so that the phrase of the personal derivatives may well not be a lot more than 18 months, has to conclusion no later on than on 30 June 2025, and has to be developed in these types of fashion that the acquisition of the shares employing the derivatives are unable to come about immediately after 30 June 2025.

Furthermore, subject to the problem precedent of the registration of the Business with the industrial register in Germany on or before 31 December 2022, the Annual General Assembly produced a conclusion to elect PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft as the auditor of the Organization and Multitude Group for the fiscal yr 2022.

About Multitude SE:

Multitude is a thoroughly controlled growth system for monetary technological innovation. Its ambition is to come to be the most valued monetary ecosystem. This eyesight is backed by +16 years of sound monitor report in building and scaling financial technologies. Via its entire European banking license, profound know-how in know-how, regulation, cross-promoting, and funding, Multitude permits a assortment of sustainable banking and money providers to grow and scale. At the moment, it has three impartial small business models on this expansion system: Ferratum as purchaser loan provider, CapitalBox as organization loan provider, and SweepBank as browsing and financing app. Multitude and its impartial models hire about 700 individuals in 19 countries, and they collectively produced EUR 214 million turnover in 2021. Multitude was launched in 2005 in Finland and is listed in the Primary Normal section of the Frankfurt Inventory Exchange underneath the image ‘FRU.’ www.multitude.com

By Lois C