DJ EQS-News: Notice of Extraordinary General Meeting of Multitude SE

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EQS-News: Multitude SE / Key word(s): AGM/EGM
Notice of Extraordinary General Meeting of Multitude SE
2024-07-03 / 07:30 CET/CEST
The issuer is solely responsible for the content of this announcement.
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 Name and Registered Seat
Unter der Firma Under the corporate name of

Multitude AG                                            Multitude AG 
(Multitude Ltd)                                         (Multitude Ltd) 
(Multitude SA)                                          (Multitude SA) 

besteht mit Sitz in Zug auf unbestimmte Dauer eine      exists for an unlimited period of time a corporation limited by 
Aktiengesellschaft gemäss Art. 620 ff. des              shares according to art. 620 et seq. of the Swiss Code of 
Schweizerischen Obligationenrechts (OR) (die "          Obligations (CO) with registered seat in Zug (the "Company"). 

Gesellschaft").

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(4) Change of the purpose of the Company

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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:

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2 Zweck 2 Purpose

^1 Zweck der Gesellschaft ist der Erwerb, das Halten, die    ^1 The purpose of the Company is to acquire, hold, manage, 
Verwaltung, die Verwertung und die Veräusserung von in- und  exploit and sell, whether directly or indirectly, 
ausländischen Beteiligungen, ob direkt oder indirekt, unter  interests in participations in Switzerland and abroad, 
anderem an Unternehmen, die insbesondere in den Bereichen    inter alia in companies active among other things in 
Finanzdienstleistungen wie Verbraucherkrediten,              financial services, such as consumer credits, microcredits 
Mikrokrediten und anderen Krediten und Finanzierungen tätig  and other credits and financing, as well as to provide 

sind, sowie die Erbringung von Dienstleistungen, intern oder services internally or to other subsidiaries of the group
für andere Tochtergesellschaften des Konzerns, zu dem die to which the Company belongs.
Gesellschaft gehört.
^2 The Company may acquire, hold, manage and sell

^2 Die Gesellschaft kann Beteiligungen an Gesellschaften     participations in companies of all kinds in Switzerland 
aller Art in der Schweiz und im Ausland erwerben, halten,    and abroad. 

verwalten und veräussern.
^3 The Company may also carry out any and all

^3 Die Gesellschaft kann ausserdem alle Geschäfte            transactions and enter into any and all agreements which 
abschliessen und Vereinbarungen eingehen, die direkt oder    serve directly or indirectly its corporate purpose or are 
indirekt dem Gesellschaftszweck dienen oder mit diesem in    directly related thereto. 

direktem Zusammenhang stehen.
^4 The Company may (directly or indirectly) grant loans

^4 Die Gesellschaft kann ihren direkten oder indirekten      or provide other types of financing to its direct or 
Tochtergesellschaften (direkt oder indirekt) Darlehen oder   indirect subsidiaries. The Company may grant guarantees, 
andere Finanzierungen gewähren. Die Gesellschaft kann für    security interests and other undertakings of any kind in 
Verbindlichkeiten von solchen Gesellschaften Garantien,      respect of obligations of such companies, including by 
Sicherheiten und andere Verpflichtungen jeglicher Art        means of fiduciary transfers or fiduciary assignments of, 
gewähren, einschliesslich durch fiduziarische Übereignungen  and pledges over, assets of the Company. The Company may 

oder Abtretungen von und Pfandrechten an Vermögenswerten der further operate or participate in cash pooling

Gesellschaft. Die Gesellschaft kann ferner ein Cash-Pooling  arrangements of any kind. Any transaction referred to in 
(jeglicher Art) betreiben oder daran teilnehmen. Jede in     this paragraph may be entered into irrespective of any 
diesem Absatz genannte Transaktion kann unabhängig von       concentration of risk and with or without any 
allfälligen Klumpenrisiken und mit oder ohne Gegenleistung   compensation. 
erfolgen.                                                    ^5 The Company may set up branch offices and subsidiaries 

in Switzerland and abroad and acquire, manage, hold and
^5 Die Gesellschaft kann Zweigniederlassungen und sell real estate.
Tochtergesellschaften in der Schweiz und im Ausland
errichten und Grundstücke erwerben, halten, verwalten und
veräussern.
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(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

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