Ferratum Oyj: Decisions of the Annual General Meeting of Shareholders of Ferratum Oyj
Ferratum Oyj: Decisions of the Annual General Meeting of Shareholders of Ferratum Oyj
Helsinki, 20 April 2021 – Ferratum Oyj (ISIN: FI4000106299, WKN: A1W9NS) (“Ferratum” or “Company”).
DECISIONS OF FERRATUM’S ANNUAL GENERAL MEETING 2021
Ferratum held its Annual General Meeting today under special arrangements and the meeting made the following resolutions.
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 2020 and discharged the members of the Board of Directors and the CEO from liability for the financial year 2020.
DIVIDENDS
The Annual General Meeting decided in accordance with the proposal of the Board of Directors that for the financial year ended 31 December 2020, no dividends be distributed.
REMUNERATION REPORT FOR THE GOVERNING BODIES
The Annual General Meeting approved the presented Remuneration Report for Governing Bodies.
COMPOSITION OF THE BOARD OF DIRECTORS
The Annual General Meeting confirmed the number of members of the Board of Directors as seven.
The Annual General Meeting decided to re-elect Goutam Challagalla, Michael A. Cusumano, Jorma Jokela, Clemens Krause, Lea Liigus, Frederik Strange and Juhani Vanhala, 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 remuneration 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 was resolved that no remuneration will be paid to the members who are employees or Managing Directors of the Company or a subsidiary of the Company.
AUDITOR AND REMUNERATION OF THE AUDITOR
Audit firm PricewaterhouseCoopers Oy, which had stated that APA Jukka Karinen 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.
AUTHORISATION TO THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE 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 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 in force until the end of the next Annual General Meeting, however, no longer than until 30 June 2022.
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 end of the next Annual General Meeting, however, no longer than until 30 June 2022.
About Ferratum Group:
Ferratum Group is an international provider of mobile banking and digital consumer and small business loans, distributed and managed by mobile devices. Founded in 2005 and headquartered in Helsinki, Finland, Ferratum has expanded to operate in 20 countries across Europe, Africa, South and North America, Australia and Asia.
As a pioneer in digital and mobile financial services technology, Ferratum is at the forefront of the digital banking revolution. Ferratum has approximately 530,000 active customers that have an open Mobile Bank or Wallet account or an active loan balance in the last 12 months (as at 31 December 2020).
Ferratum Group is listed on the Prime Standard of Frankfurt Stock Exchange under symbol ‘FRU.’ For more information, visit www.ferratumgroup.com.
Contacts:
IR@ferratum.com
https://www.ferratumgroup.com/investors/ir-contact
