Ferratum Oyj

NOTICE TO CONVENE FERRATUM PLC’s ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is given to the shareholders of Ferratum Plc that the Annual General Meeting of the Company is to be held on 20 April 2021 at 10 a.m. (EEST / Finnish time) at the offices of Castrén & Snellman Attorneys Ltd, Eteläesplanadi 14, Helsinki, Finland.

In order to limit the spread of the COVID-19 epidemic, the Company’s Board of Directors has decided to adopt the exceptional meeting procedure provided for in the Finnish Act 677/2020, which temporarily deviates from some of the provisions of the Finnish Limited Liability Companies Act (the so-called temporary act). The Board of Directors has decided to take the measures permitted by the temporary legislation in order to hold the General Meeting in a predicable manner while also taking into account the health and safety of the Company’s shareholders, personnel and other stakeholders. 

The Company’s shareholders can participate in the meeting and exercise their rights only by voting in advance and by presenting counterproposals and questions in advance. Instructions for shareholders are provided below in Section 3 (Instructions for the Participants in the General Meeting of Shareholders).

It will not be possible to participate in the meeting in person, and no video link to the meeting venue will be provided. The Company’s Board of Directors, the CEO, other management and the auditor will not be present at the meeting venue. The CEO’s pre-recorded address will be published on the Company’s website on the date of the meeting.

1                             Matters on the agenda of the General Meeting of Shareholders

At the General Meeting of Shareholders, the following matters will be considered:

 (1)                          Opening of the Meeting

 (2)                          Calling the Meeting to Order

                        Attorney Janne Lauha will serve as the chairperson of the General Meeting.

                        If Janne Lauha is prevented from serving as the chairperson for a weighty reason, the Board of Directors will appoint a person they deem most suitable to serve as the chairperson.

 (3)                          Election of Person to Scrutinise the Minutes and to Supervise the Counting of Votes

                        Attorney Teresa Kauppila will serve as the person to scrutinise the minutes and to supervise the counting of votes.

                        If Teresa Kauppila is prevented from serving as the person to scrutinise the minutes and to supervise the counting of votes for a weighty reason, the Board of Directors will appoint a person they deem most suitable to scrutinise the minutes and to supervise the counting of votes.

 (4)                          Recording the Legality of the Meeting

 (5)                          Recording the Attendance at the Meeting and Adoption of the List of Votes

                        Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the General Meeting in accordance with chapter 5, sections 6 and 6 a of the Finnish Limited Liability Companies Act will be deemed shareholders participating in the meeting.

                        Recording the attendance at the meeting and the adoption of the list of votes will take place based on information provided by Computershare AB.

 (6)                          Presentation of the Annual Accounts including the Consolidated Annual Accounts, the Report of the Board of Directors and the Auditor’s Report for the Year 2020

                        Because it is only possible to participate in the General Meeting by voting in advance, the Company’s Annual Report published on 24 March 2021, which includes the Company’s Annual Accounts and report of the Board of Directors as well as the Auditor’s report and which is available on the Company’s website, will be deemed to have been presented to the General Meeting.

 (7)                          Adoption of the Annual Accounts

 (8)                          Resolution on the Use of the Result Shown on the Balance Sheet and the Payment of Dividend

                        The result for the financial year 2020 of Ferratum Plc amounted to a loss of EUR 4,994,188. The unrestricted equity of the Company at the end of the financial year stood at EUR 64,349,037. The result for the financial year 2020 of Ferratum group amounted to EUR 484,775.

                        The Board of Directors proposes to the Annual General Meeting that, for the financial year ended 31 December 2020, no dividend will be distributed.

 (9)                          Resolution on Discharging the Members of the Board of Directors and the CEO from Liability

 (10)                       Consideration of the Remuneration Report for Governing Bodies

                        Because it is only possible to participate in the General Meeting by voting in advance, the Remuneration Report for the Company’s Governing Bodies published on 24 March 2021, which is available on the Company’s website, will be deemed to have been presented to the General Meeting for an advisory approval.

 (11)                       Resolution on the Remuneration of the Members of the Board of Directors

The Board of Directors proposes on recommendation of the Remuneration Committee that the fees payable to the members 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 is proposed that no remuneration will be paid to the members who are employees or CEOs of the Company or a subsidiary of the Company.

 (12)                       Resolution on the Remuneration of the Auditor

The Board of Directors proposes on recommendation of the Audit Committee that the Auditor be paid reasonable remuneration in accordance with the Auditor’s invoice, which shall be approved by the Company.

 (13)                       Resolution on the Number of Members of the Board of Directors

                        The Board of Directors proposes that the number of members of the Board of Directors be seven.

 (14)                       Election of the Members of the Board of Directors

The Board of Directors proposes that Goutam Challagalla, Michael A. Cusumano, Jorma Jokela, Clemens Krause, Lea Liigus, Frederik Strange and Juhani Vanhala be re-elected as members, each one for a term ending at the end of the next Annual General Meeting.

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

The curricula vitae of the proposed members of the Board of Directors are available on the Company’s website at www.ferratumgroup.com.

 (15)                       Election of the Auditor

The Board of Directors proposes on recommendation of the Audit Committee that Authorised Public Accountants PricewaterhouseCoopers Oy be re-elected as the Auditor for a term ending at the end of the next Annual General Meeting.

PricewaterhouseCoopers Oy has notified that, should they be re-elected, authorised public accountant (KHT) Jukka Karinen will act as the auditor-in-charge.

 (16)                       Authorisation to the Board of Directors to Decide on the Repurchase of the Company’s Own Shares

                        The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to decide to repurchase a maximum of 1,086,198 shares in the Company, which corresponds approximately to 5 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 proposed to be in force until the end of the next Annual General Meeting, however, no longer than until 30 June 2022.

 (17)                       Authorisation to the Board of Directors to Decide on the Issuance of Shares and Special Rights Entitling to Shares

                        The Board of Directors proposes that the Annual General Meeting authorises 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 proposed to be in force until the end of the next Annual General Meeting, however, no longer than until 30 June 2022.

 (18)                       Closing of the Meeting

2                             Meeting materials

The proposals of the Board of Directors relating to the agenda of the General Meeting of Shareholders as well as this notice and the Remuneration Report for Governing Bodies are available on Ferratum Plc’s website at www.ferratumgroup.com.

The Annual Report of Ferratum Plc, the Company’s Annual Accounts, the report of the Board of Directors and the Auditor’s report, are available on the above-mentioned Ferratum Plc’s website.

Copies of these documents and of this notice will be sent to shareholders upon request.

The minutes of the meeting will be made available on Ferratum Plc’s website no later than on 4 May 2021.

3                             Instructions for the participants in the General Meeting of Shareholders

A shareholder may participate in the General Meeting and exercise his/her rights at the meeting only by voting in advance and by presenting counterproposals and questions in advance in accordance with the instructions provided below.

It will not be possible to participate in the meeting in person.

3.1                       Shareholders Registered in Shareholders’ Register

                        Each shareholder who is registered in the shareholders’ register of the Company held by Euroclear Finland Oy on 8 April 2021, has the right to participate in the General Meeting of Shareholders. Shareholders whose shares are registered on his/her personal Finnish book-entry account are registered in the shareholders’ register of the Company. Shareholders can participate in the General Meeting only by voting in advance and by presenting counterproposals and questions in advance as described below.

                        Shareholders, who are registered in the shareholders’ register of the Company, and who wish to participate in the General Meeting, must register for the meeting by giving prior notice of participation and by delivering their votes in advance as instructed below. Both the notice of participation and votes have to be received by Computershare AB no later than on 15 April 2021 at 3:00 p.m. (CEST / Frankfurt time).

                        In connection with the registration, shareholders are required to provide certain information such as their name, personal identification number/business ID, address and telephone number. Personal data disclosed by shareholders to Ferratum Plc or Computershare AB will only be used in connection with the General Meeting and the processing of the related registrations.

                        Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the period 30 March 2021 – 15 April 2021 at 3:00 p.m. (CEST / Frankfurt time) in the following ways:

1. Electronically via a link available on Ferratum Plc’s website at www.ferratumgroup.com/investors/annual-general-meeting/2021. Electronical advance voting requires identification with Finnish online banking credentials.
2. By email or post by delivering the advance voting form available on the Company’s website at www.ferratumgroup.com/investors/annual-general-meeting/2021 or corresponding information to Computershare AB either by email to info@computershare.se or by post to Computershare AB, "Ferratum Plc AGM 2021", Aleksanterinkatu 15 B, 6^th floor, 00100 Helsinki, Finland.

                        If a shareholder participates in the General Meeting by delivering votes in advance in the manner set forth above, the delivery of the votes before the end of registration and the advance voting shall constitute due registration for the General Meeting, provided that the information required for registration has been given.

                        The advance voting form as well as further instructions concerning voting are available on the Company’s website at www.ferratumgroup.com/investors/annual-general-meeting/2021 upon the start of the advance voting at the latest.

3.2                       Holders of Nominee Registered Shares

                        Holders of nominee registered shares have the right to participate in the General Meeting by virtue of shares, based on which they would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy on the record date of the General Meeting, i.e. 8 April 2021. In addition, the right to participate in the General Meeting requires that the holders of nominee registered shares be temporarily entered into the shareholders’ register held by Euroclear Finland Oy based on these shares by 15 April 2021 at 9.00 a.m. (CEST / Frankfurt time), at the latest. This registration constitutes due registration for holders of nominee registered shares wishing to participate in the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of votes.

Holders of nominee registered shares are advised to ask their custodian bank without delay for the necessary instructions regarding registration in the Company’s temporary shareholders’ register, the issuing of proxy documents and registration for the General Meeting of Shareholders. The account management organisation of the custodian bank must register holders of nominee-registered shares in the Company’s temporary shareholders’ register at the latest by the time stated above and arrange advance voting on behalf of the holders of nominee registered shares.

Further information on these matters is also available on the Company’s website at www.ferratumgroup.com/investors/annual-general-meeting/2021.

3.3                       Proxy Representatives and Power of Attorney

Shareholders may participate in the General Meeting of Shareholders and exercise their rights at the meeting by way of proxy representation. Proxy representatives of shareholders are also required to vote in advance in the manner instructed in this notice.

Proxy representatives must produce a dated proxy document or otherwise reliably demonstrate their right to represent the shareholder. If a shareholder participates in the General Meeting of Shareholders by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder must be identified in connection with the registration for the General Meeting of Shareholders.

A form of proxy is provided on Ferratum Plc’s website at www.ferratumgroup.com/investors/annual-general-meeting/2021. The form of proxy is provided for the shareholders’ convenience and it is not necessary to use the form provided on the website.

Any proxy documents are requested to be delivered by post to Computershare AB, "Ferratum Plc AGM 2021", Aleksanterinkatu 15 B, 6^th floor, 00100 Helsinki, Finland or by email to info@computershare.se before the end of registration on 15 April 2021 at 3:00 p.m. (CEST / Frankfurt time) by which time the proxy documents must be received.

3.4                       Other Instructions and Information

Shareholders who hold at least one one-hundredth of all the shares in the Company have the right to make a counterproposal concerning the proposed decisions on the agenda of the Annual General Meeting to be placed for a vote. The counterproposals must be delivered to the Company to the e-mail address ir@ferratum.com at the latest by 29 March 2021 at 3:00 p.m. (CEST / Frankfurt time). In connection with the counterproposal, the shareholders must present a statement of their shareholding in the Company. The counterproposal is admissible for consideration at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and represent at least one one-hundredth of all shares in the Company on the record date of the Annual General Meeting. If a counterproposal is non-admissible, votes cast for such counterproposal will not be recorded at the meeting. The Company will publish the counterproposals eligible for voting on the Company’s website at www.ferratumgroup.com/investors/annual-general-meeting/2021 at the latest on 30 March 2021.

Shareholders have the right to pose questions and request information with respect to the matters to be considered at the meeting pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act by e-mail to the address ir@ferratum.com at the latest by 6 April 2021 at 3:00 p.m. (CEST / Frankfurt time). The Company will publish the shareholders’ questions along with the management’s and the Board of Directors’ responses as well as any counterproposals not eligible for voting on the Company’s website at www.ferratumgroup.com/investors/annual-general-meeting/2021 at the latest on 9 April 2021. Posing questions and counterproposals requires the shareholder to present an adequate statement of their shareholding in the Company.

On the date of this notice to the Annual General Meeting of Shareholders, dated 24 March 2021, the total number of shares in Ferratum Plc is 21,723,960 and each of these shares carries one vote. Ferratum Plc holds 146,200 of its own shares as treasury shares. Accordingly, the number of voting rights carried by the outstanding shares is 21,577,760.

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In Helsinki on 24 March 2021

FERRATUM PLC
The Board of Directors

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