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03.07.2024 07:30:35 - dpa-AFX: EQS-News: Notice of Extraordinary General Meeting of Multitude SE (english)
Notice of Extraordinary General Meeting of Multitude SE
EQS-News: Multitude SE / Key word(s): AGM/EGM
Notice of Extraordinary General Meeting of Multitude SE
03.07.2024 / 07:30 CET/CEST
The issuer is solely responsible for the content of this announcement.
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NOTICE OF EXTRAORDINARY GENERAL MEETING OF MULTITUDE SE
Notice is given to the shareholders of Multitude SE ("Company" and/or
"Multitude")
that an Extraordinary General Meeting of the Company is to be held on 21
August 2024 at 08:00 a.m. UTC (10:00 a.m. CEST) (the "Meeting").
The Meeting will be held at ST Business Centre, 120, The Strand, Gzira, GZR
1027, Malta. Instructions for participation are provided in section 3 of
this notice.
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.
Special business (extraordinary resolutions):
The Company's board of directors ("Board") proposes that the shareholders
approve by means of an extraordinary resolution the conversion of the
Company from a societas europaea to a public limited liability company
("p.l.c.")
as defined under article 2 of the Companies Act, Chapter 386 of the laws of
Malta (the "Companies Act") in accordance with the provisions of article 66
of Council Regulation (EC) No. 2571/2011, as amended (the "SE Regulation")
(the "Conversion").
In this regard, the Board has, pursuant to article 66 of the SE Regulation
produced draft terms of conversion (the "Draft Terms of Conversion") and a
report ("Directors' Report") to (a) explain and justify the economic and
legal aspects of the Conversion, and (b) define the implications of the
Conversion for the Company's shareholders and employees.
Prior to the Meeting the Board will also be procuring a report by
PricewaterhouseCoopers Malta (as independent experts) confirming that the
Company has assets at least equivalent to its capital (the "Expert Report").
Shareholders are informed that the Draft Terms of Conversion are in the
process of being reviewed for publication by the Malta Business Registry
("MBR")
in terms of article 66 of the SE Regulation.
Furthermore, and in connection with the Conversion, the Board proposes to
(1) change the name of the Company from 'Multitude SE' to 'Multitude p.l.c.'
and (2) substitute the Company's current memorandum and articles of
association ("M&A") in their entirety in order to, amongst other things,
reflect the change in the Company's name and bring the M&A in line with the
requirements of the Companies Act relating to public limited liability
companies (the "Revised M&A").
The Board therefore proposes that the Meeting adopts the following
extraordinary resolution:
"(1) That the conversion of the Company from a societas europaea to a public
limited liability company ("Conversion") in accordance with Council
Regulation (EC) No. 2571/2011, as amended (the "SE Regulation") be hereby
approved;
(2) That the draft terms of conversion explaining and justifying the legal
and economic aspects of the Conversion and indicating the implications of
the Conversion for the Company's shareholders and employees be hereby
approved;
(3) That all amendments proposed to be made to the Company's current
memorandum and articles of association ("Current M&A") be approved and that
the Current M&A be substituted in their entirety by the updated memorandum
and articles of association in the form, or in substantially the same form,
as circulated to shareholders together with the notice of the Extraordinary
General Meeting ("Revised M&A"); and
(4) To authorise the company secretary and/or any one director of the
Company, acting singly, to:
(i) carry out all such acts and execute any and all such documents that may
be required in order to give effect to these resolutions;
(ii) make any amendments to the Revised M&A as directed by the Malta
Business Registry;
(iii) sign the Revised M&A on behalf of the Company;
(iv) to issue a certified extract of these resolutions; and
(v) file the Revised M&A and the aforementioned extract with the MBR, and/or
any other competent authority, as may be required in terms of law."
As part of the Company's wider relocation project, the Board proposes that,
subject to the successful implementation of the Conversion (i.e. the
conversion of Multitude from a societas europaea to a Maltese public limited
liability company), the Company proceeds to commence the process of
redomiciling out of Malta and into Switzerland in accordance with the
provisions of the Continuation of Companies Regulations (Subsidiary
Legislation 386.05 of the laws of Malta) and Swiss law (more specifically
the relevant provisions of the Swiss International Private Law Act). The
Board also notes that the redomiciliation to Switzerland is subject to (a)
the receipt by the Company of a favourable ruling from FINMA, and (b) the
rulings issued by the Finnish Tax Administration becoming legally
enforceable (meaning that no appeals against the decisions have been
submitted to the Helsinki Administrative Court within the time limit
specified in the notice of appeal for each decision, and in case of an
appeal process, the legal enforceability of the decisions is obtained in
case (i) the decisions of the Helsinki Administrative Court have not been
appealed or (ii) if the Supreme Administrative Court does not grant the
right to appeal to the decisions and, finally, (iii) in case of positive
rulings from the Supreme Administrative Court).
The Company has received advice that, under the laws of Switzerland, the
Company's registration in the Commercial Register of the Canton Zug,
Switzerland as a company continuing in Switzerland shall not operate to
prejudice or affect the continuity of the Company nor shall it affect the
property of the Company and the Company shall retain all its assets, rights,
liabilities and obligations.
In this regard, the Board has prepared, for the benefit of the shareholders,
a table comparing the rights enjoyed by minority shareholders under Maltese
law to those enjoyed by minority shareholders under Swiss law (the
"Comparative
Table").
The Board therefore proposes that the Meeting adopts the following
extraordinary resolution, which includes an approval of the revised articles
of association in accordance with Swiss corporate law which will begin to
apply when the redomiciliation from Malta to Switzerland takes effect (the
"Swiss
Articles of Association"):
"(1) Change of domicile from Malta to Zug (Canton Zug), Switzerland
To approve the redomiciliation of the Company from Malta to Zug, Switzerland
in accordance with the provisions of the Continuation of Companies
Regulations (Subsidiary Legislation 386.05 of the laws of Malta) and Swiss
law, upon and subject to (a) the Conversion (i.e. the conversion of
Multitude from a societas europaea to a Maltese public limited liability
company) becoming effective (i.e. once the Company's Revised M&A is
registered by the Malta Business Registry) (the "Redomiciliation"), (b) the
rulings issued by the Finnish Tax Administration becoming legally
enforceable (meaning that no appeals against the decisions have been
submitted to the Helsinki Administrative Court within the time limit
specified in the notice of appeal for each decision, and in case of an
appeal process, the legal enforceability of the decisions is obtained in
case (i) the decisions of the Helsinki Administrative Court have not been
appealed or (ii) if the Supreme Administrative Court does not grant the
right to appeal to the decisions and, finally, (iii) in case of positive
rulings from the Supreme Administrative Court) and (c) receipt of a
favourable ruling from FINMA ;
(2) Change of registered seat
That following the Redomiciliation, the Company's new registered office will
be located in the City of Zug (Canton Zug, Switzerland);
(3) Change of the name of the Company
To approve the change to the Company name from Multitude p.l.c. to Multitude
AG (with translations: "Multitude Ltd" and "Multitude SA"), upon and subject
to the Redomiciliation becoming effective.
As a result, and taking into account the transfer of the registered office
under resolution (2) above, article 1 of the Swiss Articles of Association
(as defined in resolution (5) below) will therefore read as follows:
(4) Change of the purpose of the Company
To approve to change the wording relating to the Company's purpose in
article 2 of the Swiss Articles of Association (as defined in resolution (5)
below), upon and subject to the Redomiciliation becoming effective, to read
as follows:
(5) General revision of the Articles of Association and the adaptation of
the Articles of Association to Swiss law
To dispense with article-by-article discussion and approve the revised
articles of association entirely in accordance with Swiss corporate law (the
"Swiss Articles of Association"), upon and subject to the Redomiciliation
becoming effective. The draft of the Articles of Association is on hand;
(6) Ascertainment of Swiss law as the authoritative legislation
To accept and resolve Swiss law (in particular, Swiss stock corporation law)
as the authorative law for the Company, upon and subject to the
Redomiciliation becoming effective;
(7) Ascertainment of the principal place of business
To resolve and ascertain that the principal place of business of the Company
will be Zug, Switzerland, upon and subject to the Redomiciliation becoming
effective;
(8) Confirmation of the election members of the Board and the chairman of
the Board
(8.1) Confirmation of Ari Tiukkanen as a member of the Board
To confirm the election of Ari Tiukkanen as member of the Board for a term
ending at the end of the next Annual General Meeting;
(8.2) Confirmation of Goutam Challagalla as a member of the Board
To confirm the election of Goutam Challagalla as member of the Board for a
term ending at the end of the next Annual General Meeting;
(8.3) Confirmation of Jorma Jokela as a member of the Board
To confirm the election of Jorma Jokela as member of the Board for a term
ending at the end of the next Annual General Meeting;
(8.4) Confirmation of Kristiina Leppänen as a member of the Board
To confirm the election of Kristiina Leppänen as member of the Board for a
term ending at the end of the next Annual General Meeting;
(8.5) Confirmation of Lea Liigus as a member of the Board
To confirm the election of Lea Liigus as member of the Board for a term
ending at the end of the next Annual General Meeting;
(8.6) Confirmation of Marion Khüny as a member of the Board
To confirm the election of Marion Khüny as member of the Board for a term
ending at the end of the next Annual General Meeting;
(8.7) Confirmation and election of the chairman of the Board
To confirm the election of Ari Tiukkanen as chairman of the Board for a term
ending at the end of the next Annual General Meeting;
(9) Appointment of the People and Culture Committee
That upon the Redomiciliation becoming effective , the People and Culture
Committee shall assume the duties of the compensation committee in
accordance with article 733 of the Swiss Code of Obligations.
(9.1) Appointment of Ari Tiukkanen as a member of the People and Culture
Committee
To appoint Tiukkanen as member of the People and Culture Committee for a
term ending at the end of the next Annual General Meeting;
(9.2) Appointment of Goutam Challagalla as a member of the People and
Culture Committee
To appoint Goutam Challagalla as member of the People and Culture Committee
for a term ending at the end of the next Annual General Meeting;
(9.3) Appointment of Jorma Jokela as a member of the People and Culture
Committee
To appoint Jorma Jokela as member of the People and Culture Committee for a
term ending at the end of the next Annual General Meeting;
(10) Election of the auditors
To elect PricewaterhouseCoopers AG, Birchstrasse 160, 8050 Zürich,
CHE-106.839.438 as Auditors for the business years 2024 and 2025, upon and
subject to the Redomiciliation becoming effective;
(11) That subject to, and conditional on, the successful implementation of
the Conversion (i.e. the conversion of Multitude from a societas europaea to
a Maltese public limited liability company), the Company be, and hereby is,
authorised to:
(i) apply to the Malta Business Registry ("MBR") for the purpose of seeking
authorisation for continuance in Switzerland;
(ii) apply to the Commercial Register of the Canton Zug, for the purpose of
being registered as a company continuing in Switzerland;
(iii) notify the MBR of the Company's decision to be registered as a company
continuing in Switzerland; and
(iv) take all such steps and issues such documents as may be necessary for
it to obtain its registration as a company continuing in Switzerland and it
will be known as Multitude AG (with translations: "Multitude Ltd" and
"Multitude SA") with registered address located in in the City of Zug
(Canton Zug, Switzerland);
(12) That any one director of the Company be hereby authorised to make all
declarations, applications and statements as may be required to register the
Company as continued in Switzerland and to do all related and ancillary acts
and sign and register any documents in connection with the registration of
the Company in Switzerland, and generally to do all such things in the
interest of the Company as is considered necessary and for it to cease to be
registered in Malta and to do all ancillary acts thereto."
5. 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 Draft Terms of Conversion, the
Directors' Report, the Revised M&A, the Comparative Table and the Swiss
Articles of Association are available on the Company's website (
www.multitude.com). The Expert Report will be available on the Company's
website by no later than 31 July 2024. The Draft Terms of Conversion, the
Directors' Report, the Revised M&A, the Comparative Table and the Swiss
Articles of Association are also appended to this notice. 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 ADVISEDTO 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
be entered in the register of members maintained by Clearstream Banking AG
("Clearstream") on 22 July 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. CEST on 19 August 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 put items on the agenda
In accordance with article 48 of the Articles a shareholder holding not less
than five (5) per cent of the voting issued share capital of the Company
may: (a) request the Company to include items on the agenda of the Meeting,
provided that each item is accompanied by a justification or a draft
resolution to be adopted at the Meeting; and/or (b) table draft resolutions
for items included in the agenda of the Meeting.
In accordance with article 49 of the Articles, the request to put items on
the agenda of the Meeting and the tabling of the draft resolutions are to be
submitted to and received by the Company in hard copy form or in electronic
form (at agm@multitude.com) by not later than 6 July 2024 by 21:59 (UTC)
(23:59 (CEST)) and are to be authenticated by the person/s making it. The
Company shall not be obliged to entertain any requests by shareholders made
after such date.
The Company will have the sole discretion of determining whether any
proposals submitted by shareholders have been properly submitted and, should
any proposal require a modification to the agenda of the Meeting (as set out
above), the Company shall make available a revised agenda on its website,
together with updated proxy forms and voting instructions (if any), as soon
as possible. Shareholders are therefore encouraged to check the Company's
website after the above-mentioned deadline to check whether there have been
any changes to the agenda and to ensure that they will be submitting the
latest proxy forms and voting instructions.
3.6 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 14 August 2024 by
21:59 (UTC) (23:59 (CEST)).
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).
3.7 Other information
As at the date of this notice the total number of shares in Multitude SE is
21,723,960 and each of these shares carries one vote. Multitude SE holds
74,993of 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 21,648,967.
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 2 July 2024
MULTITUDE SE
The Board of Directors
APPENDICES
1. Draft Terms of Conversion
2. Directors' Report
3. Revised M&A (Maltese law)
4. Comparative Table
5. Swiss Articles of Association (Swiss law)
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 'E4I'. www.multitude.com
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03.07.2024 CET/CEST Dissemination of a Corporate News, transmitted by EQS
News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The EQS Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com
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End of News EQS News Service
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1938313 03.07.2024 CET/CEST
EQS-News: Multitude SE / Key word(s): AGM/EGM
Notice of Extraordinary General Meeting of Multitude SE
03.07.2024 / 07:30 CET/CEST
The issuer is solely responsible for the content of this announcement.
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NOTICE OF EXTRAORDINARY GENERAL MEETING OF MULTITUDE SE
Notice is given to the shareholders of Multitude SE ("Company" and/or
"Multitude")
that an Extraordinary General Meeting of the Company is to be held on 21
August 2024 at 08:00 a.m. UTC (10:00 a.m. CEST) (the "Meeting").
The Meeting will be held at ST Business Centre, 120, The Strand, Gzira, GZR
1027, Malta. Instructions for participation are provided in section 3 of
this notice.
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.
Special business (extraordinary resolutions):
3. Approval of the Conversion of the Company into a Public Limited
Liability Company and Corresponding Change in the Name of the Company
and Amendments to the Company's Memorandum and Articles of Association
The Company's board of directors ("Board") proposes that the shareholders
approve by means of an extraordinary resolution the conversion of the
Company from a societas europaea to a public limited liability company
("p.l.c.")
as defined under article 2 of the Companies Act, Chapter 386 of the laws of
Malta (the "Companies Act") in accordance with the provisions of article 66
of Council Regulation (EC) No. 2571/2011, as amended (the "SE Regulation")
(the "Conversion").
In this regard, the Board has, pursuant to article 66 of the SE Regulation
produced draft terms of conversion (the "Draft Terms of Conversion") and a
report ("Directors' Report") to (a) explain and justify the economic and
legal aspects of the Conversion, and (b) define the implications of the
Conversion for the Company's shareholders and employees.
Prior to the Meeting the Board will also be procuring a report by
PricewaterhouseCoopers Malta (as independent experts) confirming that the
Company has assets at least equivalent to its capital (the "Expert Report").
Shareholders are informed that the Draft Terms of Conversion are in the
process of being reviewed for publication by the Malta Business Registry
("MBR")
in terms of article 66 of the SE Regulation.
Furthermore, and in connection with the Conversion, the Board proposes to
(1) change the name of the Company from 'Multitude SE' to 'Multitude p.l.c.'
and (2) substitute the Company's current memorandum and articles of
association ("M&A") in their entirety in order to, amongst other things,
reflect the change in the Company's name and bring the M&A in line with the
requirements of the Companies Act relating to public limited liability
companies (the "Revised M&A").
The Board therefore proposes that the Meeting adopts the following
extraordinary resolution:
"(1) That the conversion of the Company from a societas europaea to a public
limited liability company ("Conversion") in accordance with Council
Regulation (EC) No. 2571/2011, as amended (the "SE Regulation") be hereby
approved;
(2) That the draft terms of conversion explaining and justifying the legal
and economic aspects of the Conversion and indicating the implications of
the Conversion for the Company's shareholders and employees be hereby
approved;
(3) That all amendments proposed to be made to the Company's current
memorandum and articles of association ("Current M&A") be approved and that
the Current M&A be substituted in their entirety by the updated memorandum
and articles of association in the form, or in substantially the same form,
as circulated to shareholders together with the notice of the Extraordinary
General Meeting ("Revised M&A"); and
(4) To authorise the company secretary and/or any one director of the
Company, acting singly, to:
(i) carry out all such acts and execute any and all such documents that may
be required in order to give effect to these resolutions;
(ii) make any amendments to the Revised M&A as directed by the Malta
Business Registry;
(iii) sign the Revised M&A on behalf of the Company;
(iv) to issue a certified extract of these resolutions; and
(v) file the Revised M&A and the aforementioned extract with the MBR, and/or
any other competent authority, as may be required in terms of law."
4. Approval of the Redomiciliation of the Company to Switzerland after
completion of the Conversion
As part of the Company's wider relocation project, the Board proposes that,
subject to the successful implementation of the Conversion (i.e. the
conversion of Multitude from a societas europaea to a Maltese public limited
liability company), the Company proceeds to commence the process of
redomiciling out of Malta and into Switzerland in accordance with the
provisions of the Continuation of Companies Regulations (Subsidiary
Legislation 386.05 of the laws of Malta) and Swiss law (more specifically
the relevant provisions of the Swiss International Private Law Act). The
Board also notes that the redomiciliation to Switzerland is subject to (a)
the receipt by the Company of a favourable ruling from FINMA, and (b) the
rulings issued by the Finnish Tax Administration becoming legally
enforceable (meaning that no appeals against the decisions have been
submitted to the Helsinki Administrative Court within the time limit
specified in the notice of appeal for each decision, and in case of an
appeal process, the legal enforceability of the decisions is obtained in
case (i) the decisions of the Helsinki Administrative Court have not been
appealed or (ii) if the Supreme Administrative Court does not grant the
right to appeal to the decisions and, finally, (iii) in case of positive
rulings from the Supreme Administrative Court).
The Company has received advice that, under the laws of Switzerland, the
Company's registration in the Commercial Register of the Canton Zug,
Switzerland as a company continuing in Switzerland shall not operate to
prejudice or affect the continuity of the Company nor shall it affect the
property of the Company and the Company shall retain all its assets, rights,
liabilities and obligations.
In this regard, the Board has prepared, for the benefit of the shareholders,
a table comparing the rights enjoyed by minority shareholders under Maltese
law to those enjoyed by minority shareholders under Swiss law (the
"Comparative
Table").
The Board therefore proposes that the Meeting adopts the following
extraordinary resolution, which includes an approval of the revised articles
of association in accordance with Swiss corporate law which will begin to
apply when the redomiciliation from Malta to Switzerland takes effect (the
"Swiss
Articles of Association"):
"(1) Change of domicile from Malta to Zug (Canton Zug), Switzerland
To approve the redomiciliation of the Company from Malta to Zug, Switzerland
in accordance with the provisions of the Continuation of Companies
Regulations (Subsidiary Legislation 386.05 of the laws of Malta) and Swiss
law, upon and subject to (a) the Conversion (i.e. the conversion of
Multitude from a societas europaea to a Maltese public limited liability
company) becoming effective (i.e. once the Company's Revised M&A is
registered by the Malta Business Registry) (the "Redomiciliation"), (b) the
rulings issued by the Finnish Tax Administration becoming legally
enforceable (meaning that no appeals against the decisions have been
submitted to the Helsinki Administrative Court within the time limit
specified in the notice of appeal for each decision, and in case of an
appeal process, the legal enforceability of the decisions is obtained in
case (i) the decisions of the Helsinki Administrative Court have not been
appealed or (ii) if the Supreme Administrative Court does not grant the
right to appeal to the decisions and, finally, (iii) in case of positive
rulings from the Supreme Administrative Court) and (c) receipt of a
favourable ruling from FINMA ;
(2) Change of registered seat
That following the Redomiciliation, the Company's new registered office will
be located in the City of Zug (Canton Zug, Switzerland);
(3) Change of the name of the Company
To approve the change to the Company name from Multitude p.l.c. to Multitude
AG (with translations: "Multitude Ltd" and "Multitude SA"), upon and subject
to the Redomiciliation becoming effective.
As a result, and taking into account the transfer of the registered office
under resolution (2) above, article 1 of the Swiss Articles of Association
(as defined in resolution (5) below) will therefore read as follows:
Firma und Sitz Unter der Firma Name and Registered Seat Under the
Multitude AG (Multitude Ltd) corporate name of Multitude AG
(Multitude SA) besteht mit (Multitude Ltd) (Multitude SA) exists
Sitz in Zug auf unbestimmte for an unlimited period of time a
Dauer eine Aktiengesellschaft corporation limited by shares
gemäss Art. 620 ff. des according to art. 620 et seq. of the
Schweizerischen Swiss Code of Obligations (CO) with
Obligationenrechts (OR) (die registered seat in Zug (the
"Gesellschaft"). "Company").
(4) Change of the purpose of the Company
To approve to change the wording relating to the Company's purpose in
article 2 of the Swiss Articles of Association (as defined in resolution (5)
below), upon and subject to the Redomiciliation becoming effective, to read
as follows:
2 Zweck 1 Zweck der Gesellschaft 2 Purpose 1 The purpose of the ist der Erwerb, das Halten, die Company is to acquire, hold, Verwaltung, die Verwertung und die manage, exploit and sell, Veräusserung von inund whether directly or indirectly, ausländischen Beteiligungen, ob interests in participations in direkt oder indirekt, unter anderem Switzerland and abroad, inter an Unternehmen, die insbesondere in alia in companies active among den Bereichen other things in financial Finanzdienstleistungen wie services, such as consumer Verbraucherkrediten, Mikrokrediten credits, microcredits and other und anderen Krediten und credits and financing, as well Finanzierungen tätig sind, sowie as to provide services die Erbringung von internally or to other Dienstleistungen, intern oder für subsidiaries of the group to andere Tochtergesellschaften des which the Company belongs. 2 The Konzerns, zu dem die Gesellschaft Company may acquire, hold, gehört. 2 Die Gesellschaft kann manage and sell participations Beteiligungen an Gesellschaften in companies of all kinds in aller Art in der Schweiz und im Switzerland and abroad. 3 The Ausland erwerben, halten, verwalten Company may also carry out any und veräussern. 3 Die Gesellschaft and all transactions and enter kann ausserdem alle Geschäfte into any and all agreements abschliessen und Vereinbarungen which serve directly or eingehen, die direkt oder indirekt indirectly its corporate purpose dem Gesellschaftszweck dienen oder or are directly related thereto. mit diesem in direktem Zusammenhang 4 The Company may (directly or stehen. 4 Die Gesellschaft kann indirectly) grant loans or ihren direkten oder indirekten provide other types of financing Tochtergesellschaften (direkt oder to its direct or indirect indirekt) Darlehen oder andere subsidiaries. The Company may Finanzierungen gewähren. Die grant guarantees, security Gesellschaft kann für interests and other undertakings Verbindlichkeiten von solchen of any kind in respect of Gesellschaften Garantien, obligations of such companies, Sicherheiten und andere including by means of fiduciary Verpflichtungen jeglicher Art transfers or fiduciary gewähren, einschliesslich durch assignments of, and pledges fiduziarische Übereignungen oder over, assets of the Company. The Abtretungen von und Pfandrechten an Company may further operate or Vermögenswerten der Gesellschaft. participate in cash pooling Die Gesellschaft kann ferner ein arrangements of any kind. Any Cash-Pooling (jeglicher Art) transaction referred to in this betreiben oder daran teilnehmen. paragraph may be entered into Jede in diesem Absatz genannte irrespective of any Transaktion kann unabhängig von concentration of risk and with allfälligen Klumpenrisiken und mit or without any compensation. 5 oder ohne Gegenleistung erfolgen. 5 The Company may set up branch Die Gesellschaft kann offices and subsidiaries in Zweigniederlassungen und Switzerland and abroad and Tochtergesellschaften in der acquire, manage, hold and sell Schweiz und im Ausland errichten real estate. und Grundstücke erwerben, halten, verwalten und veräussern.
(5) General revision of the Articles of Association and the adaptation of
the Articles of Association to Swiss law
To dispense with article-by-article discussion and approve the revised
articles of association entirely in accordance with Swiss corporate law (the
"Swiss Articles of Association"), upon and subject to the Redomiciliation
becoming effective. The draft of the Articles of Association is on hand;
(6) Ascertainment of Swiss law as the authoritative legislation
To accept and resolve Swiss law (in particular, Swiss stock corporation law)
as the authorative law for the Company, upon and subject to the
Redomiciliation becoming effective;
(7) Ascertainment of the principal place of business
To resolve and ascertain that the principal place of business of the Company
will be Zug, Switzerland, upon and subject to the Redomiciliation becoming
effective;
(8) Confirmation of the election members of the Board and the chairman of
the Board
(8.1) Confirmation of Ari Tiukkanen as a member of the Board
To confirm the election of Ari Tiukkanen as member of the Board for a term
ending at the end of the next Annual General Meeting;
(8.2) Confirmation of Goutam Challagalla as a member of the Board
To confirm the election of Goutam Challagalla as member of the Board for a
term ending at the end of the next Annual General Meeting;
(8.3) Confirmation of Jorma Jokela as a member of the Board
To confirm the election of Jorma Jokela as member of the Board for a term
ending at the end of the next Annual General Meeting;
(8.4) Confirmation of Kristiina Leppänen as a member of the Board
To confirm the election of Kristiina Leppänen as member of the Board for a
term ending at the end of the next Annual General Meeting;
(8.5) Confirmation of Lea Liigus as a member of the Board
To confirm the election of Lea Liigus as member of the Board for a term
ending at the end of the next Annual General Meeting;
(8.6) Confirmation of Marion Khüny as a member of the Board
To confirm the election of Marion Khüny as member of the Board for a term
ending at the end of the next Annual General Meeting;
(8.7) Confirmation and election of the chairman of the Board
To confirm the election of Ari Tiukkanen as chairman of the Board for a term
ending at the end of the next Annual General Meeting;
(9) Appointment of the People and Culture Committee
That upon the Redomiciliation becoming effective , the People and Culture
Committee shall assume the duties of the compensation committee in
accordance with article 733 of the Swiss Code of Obligations.
(9.1) Appointment of Ari Tiukkanen as a member of the People and Culture
Committee
To appoint Tiukkanen as member of the People and Culture Committee for a
term ending at the end of the next Annual General Meeting;
(9.2) Appointment of Goutam Challagalla as a member of the People and
Culture Committee
To appoint Goutam Challagalla as member of the People and Culture Committee
for a term ending at the end of the next Annual General Meeting;
(9.3) Appointment of Jorma Jokela as a member of the People and Culture
Committee
To appoint Jorma Jokela as member of the People and Culture Committee for a
term ending at the end of the next Annual General Meeting;
(10) Election of the auditors
To elect PricewaterhouseCoopers AG, Birchstrasse 160, 8050 Zürich,
CHE-106.839.438 as Auditors for the business years 2024 and 2025, upon and
subject to the Redomiciliation becoming effective;
(11) That subject to, and conditional on, the successful implementation of
the Conversion (i.e. the conversion of Multitude from a societas europaea to
a Maltese public limited liability company), the Company be, and hereby is,
authorised to:
(i) apply to the Malta Business Registry ("MBR") for the purpose of seeking
authorisation for continuance in Switzerland;
(ii) apply to the Commercial Register of the Canton Zug, for the purpose of
being registered as a company continuing in Switzerland;
(iii) notify the MBR of the Company's decision to be registered as a company
continuing in Switzerland; and
(iv) take all such steps and issues such documents as may be necessary for
it to obtain its registration as a company continuing in Switzerland and it
will be known as Multitude AG (with translations: "Multitude Ltd" and
"Multitude SA") with registered address located in in the City of Zug
(Canton Zug, Switzerland);
(12) That any one director of the Company be hereby authorised to make all
declarations, applications and statements as may be required to register the
Company as continued in Switzerland and to do all related and ancillary acts
and sign and register any documents in connection with the registration of
the Company in Switzerland, and generally to do all such things in the
interest of the Company as is considered necessary and for it to cease to be
registered in Malta and to do all ancillary acts thereto."
5. 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 Draft Terms of Conversion, the
Directors' Report, the Revised M&A, the Comparative Table and the Swiss
Articles of Association are available on the Company's website (
www.multitude.com). The Expert Report will be available on the Company's
website by no later than 31 July 2024. The Draft Terms of Conversion, the
Directors' Report, the Revised M&A, the Comparative Table and the Swiss
Articles of Association are also appended to this notice. 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 ADVISEDTO 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
be entered in the register of members maintained by Clearstream Banking AG
("Clearstream") on 22 July 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. CEST on 19 August 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 put items on the agenda
In accordance with article 48 of the Articles a shareholder holding not less
than five (5) per cent of the voting issued share capital of the Company
may: (a) request the Company to include items on the agenda of the Meeting,
provided that each item is accompanied by a justification or a draft
resolution to be adopted at the Meeting; and/or (b) table draft resolutions
for items included in the agenda of the Meeting.
In accordance with article 49 of the Articles, the request to put items on
the agenda of the Meeting and the tabling of the draft resolutions are to be
submitted to and received by the Company in hard copy form or in electronic
form (at agm@multitude.com) by not later than 6 July 2024 by 21:59 (UTC)
(23:59 (CEST)) and are to be authenticated by the person/s making it. The
Company shall not be obliged to entertain any requests by shareholders made
after such date.
The Company will have the sole discretion of determining whether any
proposals submitted by shareholders have been properly submitted and, should
any proposal require a modification to the agenda of the Meeting (as set out
above), the Company shall make available a revised agenda on its website,
together with updated proxy forms and voting instructions (if any), as soon
as possible. Shareholders are therefore encouraged to check the Company's
website after the above-mentioned deadline to check whether there have been
any changes to the agenda and to ensure that they will be submitting the
latest proxy forms and voting instructions.
3.6 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 14 August 2024 by
21:59 (UTC) (23:59 (CEST)).
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).
3.7 Other information
As at the date of this notice the total number of shares in Multitude SE is
21,723,960 and each of these shares carries one vote. Multitude SE holds
74,993of 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 21,648,967.
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 2 July 2024
MULTITUDE SE
The Board of Directors
APPENDICES
1. Draft Terms of Conversion
2. Directors' Report
3. Revised M&A (Maltese law)
4. Comparative Table
5. Swiss Articles of Association (Swiss law)
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 'E4I'. www.multitude.com
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03.07.2024 CET/CEST Dissemination of a Corporate News, transmitted by EQS
News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The EQS Distribution Services include Regulatory Announcements,
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Language: English
Company: Multitude SE
Ratamestarinkatu 11 A
00520 Helsinki
Finland
E-mail: ir@multitude.com
Internet: https://www.multitude.com/
ISIN: FI4000106299
WKN: A1W9NS
Listed: Regulated Market in Frankfurt (Prime Standard);
Regulated Unofficial Market in Berlin, Dusseldorf,
Hamburg, Hanover, Munich, Stuttgart, Tradegate
Exchange; Stockholm
EQS News ID: 1938313
End of News EQS News Service
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1938313 03.07.2024 CET/CEST
| Name | WKN | Börse | Kurs | Datum/Zeit | Diff. | Diff. % | Geld | Brief | Erster | Schluss | |
|---|---|---|---|---|---|---|---|---|---|---|---|
 |
Ferratum Oyj | A1W9NS | Frankfurt | 5,980 | 28.06.24 21:55:16 | +0,180 | +3,10% | 0,000 | 0,000 | 5,840 | 5,980 |
