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).
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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
