Multitude SE: Decisions of the Annual General Meeting of
Shareholders and the Board of Directors of Multitude SE
Helsinki, 25 April 2024 – Multitude SE, a listed European
FinTech company, offering digital lending and online banking
services to consumers, small and medium-sized businesses, and other
FinTechs (ISIN: FI4000106299, WKN: A1W9NS) (“Multitude” or
“Company”) announces the following resolutions made by its
Annual General Meeting, which took place today, and the Board of
Directors, which met right after the Annual General Meeting.
RESOLUTIONS OF THE ANNUAL GENERAL MEETING
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 2023 and
discharged the members of the Board of Directors and the CEO from
liability for the financial year 2023.
Dividends
The Annual General Meeting decided in accordance with the
proposal of the Board of Directors that a per-share dividend of EUR
0.19 be distributed for the financial year 2023 to a total of EUR
4,116,145.56 . The dividend will 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.
Remuneration Report and Remuneration Policy for the Governing
Bodies
The Annual General Meeting approved the presented Remuneration
Report for Governing Bodies and supported the presented
Remuneration Policy for Governing Bodies. These decisions were
advisory.
Composition of the Board Of Directors
The Annual General Meeting confirmed the number of members of
the Board of Directors as six.
The Annual General Meeting decided to re-elect Goutam
Challagalla, Jorma Jokela, Kristiina Leppänen, Lea Liigus and Ari
Tiukkanen as members and elect Marion Khüny 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 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 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 was resolved that no remuneration
will be paid to the members who are employees or CEOs of the
Company or a subsidiary of the Company.
Auditor and its Remuneration
Audit firm PricewaterhouseCoopers Oy, which had stated that APA
Jukka Paunonen 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.
Furthermore, the Annual General Meeting resolved that, upon the
registration of the Company with the Malta Business Registry,
PricewaterhouseCoopers (Registration Number: AB/26/84/38) 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 to
Switzerland.
Authorisation to the Board of Directors to Decide on the
Repurchase and Acceptance of Pledge 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.
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 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 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 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.
RESOLUTIONS OF THE BOARD OF DIRECTORS
The Board of Directors decided to re-elect Ari Tiukkanen as the
Chair of the Board of Directors and Jorma Jokela as the Vice Chair
of the Board of Directors.
The Board of Directors also decided the compositions of its
Committees, which are as follows:
Audit Committee: Kristiina Leppänen (Chair), Marion Khüny and
Ari Tiukkanen
Risk Committee: Marion Khüny (Chair), Kristiina Leppänen and Ari
Tiukkanen
People and Culture Committee: Ari Tiukkanen (Chair), Goutam
Challagalla and Jorma Jokela
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'.
25.04.2024 CET/CEST Veröffentlichung einer Corporate
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