Notice of Extraordinary General Meeting of Shareholders of
Multitude P.L.C.
MULTITUDE P.L.C. (C 109441)
ST Business Centre, 120, The Strand
Gzira, GZR 1027
Malta
NOTICE OF
EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF
MULTITUDE P.L.C.
Notice is given to the shareholders of Multitude
P.L.C. (previously Multitude SE) (“Company” and/or
“Multitude”) that an Extraordinary General Meeting
of the shareholders of the Company is to be held on 23 October 2024
at 10:00 a.m. (EEST / Finnish time) (the
“Meeting”).
The Meeting will be held at the offices of
Castrén & Snellman Attorneys Ltd, Eteläesplanadi 14, Helsinki,
Finland. Instructions for participation are provided in section 3
of this notice.
The Meeting is being convened following the
transfer of the Company’s registered office from Finland to Malta
in accordance with Article 8 of the Council Regulation (EC) No
2157/2001 of 8 October 2001 on the Statute for a European company
(SE) on 30 June 2024, in order to adopt the Company’s final
accounts as required pursuant to Section 11 of the Finnish European
Companies Act (742/2004, as amended) (the “Finnish European
Companies Act”) and to make certain related resolutions.
Accordingly, for the purposes of Section 11 of the Finnish European
Companies Act, the Meeting is deemed to be a meeting of
shareholders (in Finnish: “osakkeenomistajien
kokous”).
The Meeting will be conducted in the English
language and will be held in person.
1 MATTERS
ON THE AGENDA
OF THE
MEETING
At the Meeting, the following matters will be
considered:
General:
(1) Opening
of the Meeting and
appointment of chairman
The appointment of the chairman shall be carried
out in terms of article 59 of the Company’s articles of association
(the “Articles”).
(2) Quorum
In terms of article 56 of the Articles at least
one (1) shareholder, present in person or by proxy, entitled to
attend and vote at the Meeting shall constitute a quorum.
(3) Calling
the Meeting to Order
(4) Election
of Persons to Scrutinise the Minutes and to Supervise the Counting
of Votes
(5) Recording
the Legality of the Meeting
(6) Recording
the Attendance at the Meeting and Adoption of the List of
Votes
Special business (ordinary
resolutions):
(7) Presentation
and approval of the Final Accounts
Pursuant to Section 11, Subsection 1 of the
Finnish European Companies Act, the board of directors and the
chief executive officer of a European company transferring its
registered office from Finland must prepare final accounts as soon
as possible after the transfer. The final accounts must include the
financial statements and the board of directors’ report for the
period for which financial statements have not yet been presented
at the shareholders’ general meeting. The Company’s board of
directors (the “Board”) has approved the Company’s
final accounts including the financial statements and the board of
directors’ report for the period running from 1 January 2024 to 30
June 2024 (the “Final Accounts”). The Final
Accounts are available on the Company’s website at
www.multitude.com.
The Board proposes that the Meeting resolves to
adopt the Final Accounts.
(8) Resolution
on Discharging the Members of the Board and the Chief Executive
Officer from Liability
Insofar as permitted under the Maltese Companies
Act (chapter 386 of the laws of Malta), and in line with Finnish
market practice, the Board proposes that the Meeting resolves to
discharge the members of the Board and the chief executive officer
of the Company (the “CEO”) from liability for the
period covered by the Final Accounts (i.e., while the Company was
still registered in Finland). The discharge of the members of the
Board and the CEO from liability is a standard procedure under
Finnish law following the approval of financial statements for a
particular period.
(9) Closing
of the
Meeting
2 MEETING
MATERIALS
This notice (which includes the proposals of the
Board of Directors relating to the agenda of the Meeting) as well
as the Final Accounts and the auditors’ report thereon are
available on the Company’s website (www.multitude.com). Such
documents will also be (a) sent to shareholders who so request and
who inform the Company of their mailing address and (b) made
available at the Meeting.
The minutes of the Meeting will be made
available on the Company’s website no later than one week after the
date of the Meeting.
3 PARTICIPATION
INSTRUCTIONS
IMPORTANT NOTE: THESE INSTRUCTIONS
ARE DIFFERENT TO THE INSTRUCTIONS GIVEN IN PREVIOUS GENERAL
MEETINGS OF THE COMPANY WHICH WERE HELD WHILE THE COMPANY WAS STILL
REGISTERED IN FINLAND. YOU ARE THEREFORE ADVISED TO READ THE
INSTRUCTIONS CAREFULLY AND SEEK ADVICE WHERE NEEDED. YOU ARE ALSO
ENCOURAGED TO CONTACT YOUR RESPECTIVE CUSTODIAN / NOMINEE AS SOON
AS POSSIBLE. PLEASE SEND AN EMAIL TO
agm@multitude.com FOR ANY
QUESTIONS YOU MAY HAVE.
3.1 Record
date
To be entitled to attend and vote at the Meeting
(and for the Company to be able to determine the number of votes
that may be cast), shareholders must have been entered in the
register of members maintained by Clearstream Banking AG
(“Clearstream”) on 23 September 2024.
3.2 Preliminary
Shareholders are advised to ask their custodian
bank / nominee without delay for the necessary information
regarding registration for the Meeting, the issuing of proxy
documents and voting instructions. In any case, shareholders should
ensure that all relevant instructions are submitted by their
custodian / nominee to Clearstream as soon as possible, within any
applicable deadline. Clearstream will process all instructions
received and will transmit them to the Malta Stock Exchange (as
‘issuer CSD’). In turn the Malta Stock Exchange will transmit the
aggregated instructions to the Company.
In terms of the Company’s articles of
association, the Company must receive all relevant shareholder
instructions from the Malta Stock Exchange (as ‘issuer CSD’) no
later than 10:00 a.m. (EEST / Finnish time) on 21 October 2024, and
any instructions submitted to the Company after this deadline shall
not be treated as valid. Accordingly, shareholders are encouraged
to reach out to the respective custodians / nominees as soon as
possible in order to ensure that their respective instructions are
submitted to Clearstream within any applicable deadline.
The Meeting will be held in person at the
address indicated above. Shareholders and proxy representatives who
wish to attend the Meeting will therefore be required to follow the
Meeting registration requirements and will be required to make
their own arrangements to attend the Meeting.
3.3 Participation
in person
Shareholders who wish to attend and vote at the
Meeting in person must notify their intention to their respective
custodians / nominees as soon as possible. Custodians / nominees
will in turn be required to notify shareholders’ intention to
participate at the Meeting by electronic instruction to Clearstream
as soon as possible and in line with any deadlines that may be
imposed by Clearstream, which instructions must be delivered in
terms of Clearstream’s existing procedures.
Custodians/nominees may request shareholders’
full names, passport numbers/company registration numbers (or
similar), full addresses, date of birth and daytime telephone
number, number of shares in the Company, as well as, if applicable,
details of proxies. Information submitted in connection with the
notification will be computerised and used exclusively for the
Meeting.
3.4 Proxy
representatives
A shareholder, who is entitled to attend and
vote at the Meeting, is also entitled to appoint one or more
proxies to attend and vote on such shareholder’s behalf. A proxy
does not need to be a shareholder. The appointment of a proxy must
be in writing and (a) where the shareholder is an individual, be
signed by him/her or (b) where the shareholder is a corporation, be
signed by a duly authorised officer of the corporation. The proxy
form to be used by shareholders is available on the Company’s
website: www.multitude.com.
Proxy forms must clearly indicate whether the
proxy is to vote as she/he wishes or in accordance with the voting
instructions sheet attached to the proxy form. Shareholders are
advised that by submitting voting instructions they will
effectively be voting in advance.
The signed proxy form and, where the shareholder
is a corporation, a certified copy of a certificate of
registration, constitutive documents or similar document evidencing
the signatory right of the officer signing the proxy form, must be
submitted to each shareholder’s respective custodian / nominee as
soon as possible. Custodians / nominees will in turn be required to
deliver shareholders’ proxy data to Clearstream as soon as
possible, within any applicable deadline, which data must be
delivered in terms of Clearstream’s existing procedures.
Shareholders are, therefore, encouraged to send
or deliver their proxy forms (and, if applicable certified copies
of certificates of registration or similar) as soon as
possible.
Notice for the Malta Stock Exchange (as
issuer CSD): Aggregated attendance notifications and proxy data
processed by and received from Clearstream must be sent by the
Malta Stock Exchange to the Company by email at
agm@multitude.com not less than 48 hours before the
time appointed for the Meeting and in default shall not be treated
as valid.
3.5 Right
to ask questions
Each shareholder (or proxy holder) shall have
the right to ask questions which are pertinent and related to items
on the agenda of the Meeting to the Company by e-mail to
agm@multitude.com by not later than 16 October 2024 by 23:59 (EEST
/ Finnish time).
An answer to a question will not be given in
those cases specified in article 70 of the Articles (a copy of
which is available on the Company’s website).
3.6 Other
information
As at the date of this notice the total number
of shares in the Company is 21,723,960 and each of these shares
carries one vote. As at the date of this notice, the Company holds
154,993 of its own shares as treasury shares. Pursuant to article
109 of the Maltese Companies Act, those shares which the Company
holds in itself do not carry voting rights. Accordingly, the number
of voting rights carried by the outstanding shares is
21,568,967.
Please refer to the document titled ‘Privacy
Notice – Extraordinary General Meeting 2024’ available at
www.multitude.com for additional information on the processing of
personal data. Kindly also refer to Clearstream’s Notice of
European Union Data Protection Terms which sets out how sets out
how personal data is used, stored, transferred or otherwise
processed by Clearstream
(https://www.clearstream.com/clearstream-en/about-clearstream/due-diligence/gdpr/dataprotection).
–––––––––––––––––––––––––
In Malta on 27 September 2024
MULTITUDE
P.L.C.
The Board of Directors
Contact:
Lasse Mäkelä
Chief Strategy and IR Officer
Phone: +41 79 371 34 17
E-Mail: Lasse.makela@multitude.com
About Multitude
P.L.C.:
Multitude is a listed European
FinTech company, offering digital lending and online banking
services to consumers, small and medium-sized
enterprises, 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
'E4l'. www.multitude.com
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