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MarketScreener Homepage  >  Aktien  >  Xetra  >  Ferratum Oyj    FRU   FI4000106299

FERRATUM OYJ

(FRU)
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Ferratum Oyj: NOTICE TO CONVENE FERRATUM PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS

27.03.2019 | 15:03

    Ferratum Oyj: NOTICE TO CONVENE FERRATUM PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS

^
DGAP-News: Ferratum Oyj / Schlagwort(e): Hauptversammlung
Ferratum Oyj: NOTICE TO CONVENE FERRATUM PLC'S ANNUAL GENERAL MEETING OF
SHAREHOLDERS

27.03.2019 / 15:00
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

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NOTICE TO CONVENE FERRATUM PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS

Shareholders of Ferratum Plc are invited to attend the Annual General
Meeting of the Company on 17 April 2019, commencing at 10.00 a.m. (EEST,
Finnish time) at Restaurant Savoy, Eteläesplanadi 14, Helsinki, Finland. The
reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 9.00 a.m. (EEST, Finnish
time).

The meeting will be held in the English language.

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

(3) Election of Persons 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

(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 2018

Review by the CEO and the CFO.

(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 2018 of Ferratum Plc amounted to EUR
-2,548,522. Distributable equity of the Company at the end of the financial
year stood at EUR 46,701,246. The profit for the financial year 2018 of
Ferratum group amounted to EUR 19,273,670.

The Board of Directors proposes to the Annual General Meeting that, for the
financial year ended 31 December 2018, the Company will distribute a
per-share dividend of EUR 0.18 to a total of EUR 3,883,997 after which
distributable equity would stand at EUR 42,817,249. No dividend is paid to
the own shares held by the Company.

Compared with year-end 2018, no significant changes in the Company's
financial position have taken place. The liquidity of the Company is sound
and, according to the assessment of the Board of Directors, the proposed
payment of dividend does not endanger the solvency of the Company.

The dividend will be paid to shareholders registered in the shareholders'
register of the Company held by Euroclear Finland Oy on the dividend record
date, 23 April 2019. The dividend will be paid on 30 April 2019.

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

(10) Proposal by the Board of Directors to Amend the Articles of Association

The Board of Directors proposes that the Annual General Meeting resolves to
amend the Company's Articles of Association in order to observe the changes
in the Finnish Auditing Act, and to enable a composition of the Board of
Directors, which reflects the Company's operations and the markets in which
it operates in a more appropriate way, and also allows for sufficient
diversity with respect to, for instance, expertise and geographical
background.

The Board of Directors proposes that Article 3 (Board of Directors and CEO)
be amended so as to (i) allow a maximum of nine members in the Board of
Directors instead of seven, and (ii) enable the Board of Directors to
appoint the Chairman and the Vice Chairman itself instead of them being
appointed by the General Meeting of Shareholders. Also Article 8 (Annual
General Meeting of Shareholders) must be amended accordingly.

The Board of Directors proposes that Article 6 (Auditor) be amended so as to
be in line with the terminology used in the Finnish Auditing Act.

A comparison of the current and the proposed Articles has been enclosed
under Schedule 1.

(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 Chairman of the Board of Directors shall be paid EUR
2,500 per month and the other members of the Board of Directors EUR 2,000
per month. Furthermore, it is proposed that no remuneration will be paid to
the members who are employees or Managing Directors 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

Subject to the Annual General Meeting having approved the proposed amendment
to Article 3 of the Articles of Association as set out in item (10) above,
the Board of Directors proposes that the number of members of the Board of
Directors be confirmed as nine.

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

Subject to the Annual General Meeting having approved the proposed amendment
to Article 3 of the Articles of Association as set out in item (10) above,
the Board of Directors proposes that Pieter van Groos, Jorma Jokela, Lea
Liigus, Juhani Vanhala and Christopher Wang be re-elected as members, and
Kati Hagros, Michael A. Cusumano, Goutam Challagalla and Frederik Strange be
elected as new members, each one for a term ending at the end of the next
Annual General Meeting.

Subject to the Annual General Meeting having approved the proposed amendment
to Article 3 of the Articles of Association as set out in item (10) above,
the Chairman and the Vice Chairman will be elected by the board of directors
from amongst its members, as allowed under the amended Articles of
Association.

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) Mikko Nieminen will act as
the auditor-in-charge.

(16) Authorisation to the Board of Directors to Decide on the Repurchase of
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 shareholders' 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 next Annual General
Meeting, however, no longer than until 30 June 2020.

(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 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 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 next Annual General
Meeting, however, no longer than until 30 June 2020.

(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 are available on
Ferratum Plc's website at www.ferratumgroup.com.

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

The proposals for the decisions on the matters on the agenda of the General
Meeting of Shareholders and the other above-mentioned documents are also
available at the meeting.

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 1 May 2019.

3 INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING OF SHAREHOLDERS

3.1 Shareholders Registered in Shareholders' Register

Each shareholder who is registered on 5 April 2019 in the shareholders'
register of the Company held by Euroclear Finland Oy, has the right to
participate in the General Meeting of Shareholders. A shareholder whose
shares are registered on his/her personal book-entry account in the
book-entry system of Euroclear Finland Oy is registered in the shareholders'
register of the Company.

A shareholder, who is registered in the shareholders' register of the
Company, and who wants to participate in the General Meeting of
Shareholders, shall register for the meeting no later than 12 April 2019 at
3.00 p.m. (CEST, Frankfurt time) by giving a prior notice of participation,
which shall be received by the Company no later than by the above-mentioned
time. Such notice can be given:

(a) on the Company's website: www.ferratumgroup.com;

(b) by telephone to +358 40 7248247 (Monday to Friday 9.00 a.m. - 3.00 p.m.
(CET/CEST, Frankfurt time));

(c) by e-mail to ir@ferratum.com;

(d) by regular mail to Ferratum Plc, Attn: "Annual General Meeting",
Ratamestarinkatu 11 A, 00520 Helsinki, Finland.

In connection with the registration, a shareholder shall notify his/her
name, personal identification number or business identity code, address,
telephone number and the name of a possible assistant or proxy
representative and the personal identification number of the proxy
representative. The personal data given to Ferratum Plc will be used only in
connection with the General Meeting of Shareholders and with the processing
of related registrations.

The shareholder, his/her authorised representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation.

3.2 Holders of Nominee-registered Shares

A holder of nominee-registered shares has the right to participate in the
General Meeting by virtue of shares, which he/she holds on the record date
of the General Meeting, i.e. on 5 April 2019 and based on which he/she would
be entitled to be registered in the shareholders' register of the Company
held by Euroclear Finland Oy. The right to participate in the General
Meeting requires, in addition, that the shareholder on the basis of such
shares has been registered into the temporary shareholders' register held by
Euroclear Finland Oy at the latest by 12 April 2019 at 9.00 a.m. (CEST,
Frankfurt time). In case of nominee-registered shares, temporary
registration in the shareholders' register held by Euroclear Finland Oy
constitutes due registration for the General Meeting.

A holder of nominee-registered shares is advised to request without delay
the necessary instructions regarding the registration in the temporary
shareholders' register of the Company, the issuing of proxy documents and
registration for the General Meeting of Shareholders from his/her custodian
bank. In order for a holder of nominee-registered shares to have the right
to participate in the General Meeting, the account operator of the custodian
bank has to register a holder of nominee-registered shares, who wants to
participate in the General Meeting, into the temporary shareholders'
register of the Company at the latest by the time stated above.

3.3 Proxy Representatives and Power of Attorney

A shareholder may participate in the General Meeting of Shareholders and
exercise his/her rights at the meeting by way of proxy representation. A
proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at
the General Meeting of Shareholders.

When a shareholder participates in the General Meeting of Shareholders
through several proxy representatives representing the shareholder with
shares on different securities accounts, the shares by which each proxy
representative represents the shareholder shall 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. The form of proxy is provided for the shareholders'
convenience and it is not necessary to use the form provided on the website.

Possible proxy documents shall be delivered in originals to Ferratum Plc,
"Annual General Meeting", Ratamestarinkatu 11 A, 00520 Helsinki, Finland on
the last date for registration at the latest.

3.4 Other Instructions and Information

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies
Act, a shareholder who is present at the General Meeting has the right to
request information with respect to the matters to be considered at the
meeting.

On the date of this notice to the Annual General Meeting of Shareholders,
dated 27 March 2019, 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.

-------------------------

In Helsinki on 27 March 2019

FERRATUM PLC
The Board of Directors


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27.03.2019 Veröffentlichung einer Corporate News/Finanznachricht,
übermittelt durch DGAP - ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten,
Corporate News/Finanznachrichten und Pressemitteilungen.
Medienarchiv unter http://www.dgap.de

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   Sprache:        Deutsch
   Unternehmen:    Ferratum Oyj
                   Ratamestarinkatu 11 A
                   00520 Helsinki
                   Finnland
   Telefon:        +49 (0) 30 9210058-44
   Fax:            +49 (0)30 9210058-49
   E-Mail:         ir@ferratum.com
   Internet:       https://www.ferratumgroup.com
   ISIN:           FI4000106299
   WKN:            A1W9NS
   Börsen:         Regulierter Markt in Frankfurt (Prime Standard);
                   Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
                   München, Stuttgart, Tradegate Exchange
   EQS News ID:    792419



   Ende der Mitteilung    DGAP News-Service
---------------------------------------------------------------------------

792419 27.03.2019

°






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