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EQS-News: NOTICE TO CONVENE MULTITUDE SE'S ANNUAL GENERAL MEETING OF SHAREHOLDERS (deutsch)

NOTICE TO CONVENE MULTITUDE SE'S ANNUAL GENERAL MEETING OF SHAREHOLDERS

EQS-News: Multitude SE / Schlagwort(e): Hauptversammlung

NOTICE TO CONVENE MULTITUDE SE'S ANNUAL GENERAL MEETING OF SHAREHOLDERS

(News mit Zusatzmaterial)

28.03.2024 / 18:30 CET/CEST

Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

NOTICE TO CONVENE MULTITUDE SE'S ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is given to the shareholders of Multitude SE (Company) that the

Annual General Meeting of the Company is to be held on 25 April 2024 at

10:00 a.m. (EEST / Finnish time) at the offices of Castrén & Snellman

Attorneys Ltd, Eteläesplanadi 14, Helsinki, Finland.

The reception of persons who have registered for the meeting and the

distribution of voting tickets will start at 9:30 a.m. (EEST / Finnish

time).

Shareholders may also exercise their voting rights by voting in advance.

Instructions concerning advance voting are provided in Section 3.4 of this

notice.

It will not be possible to participate in the meeting or follow the meeting

via an online stream or otherwise in real time by the use of

telecommunication connections or technical means.

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 2023

Review by the CEO.

The Annual Report, which includes the Company's Annual Accounts and report

of the Board of Directors as well as the Auditor's Report, is available on

the Company's website at https://www.multitude.com/.

7. Adoption of the Annual Accounts

8. Resolution on the Use of the Result Shown on the Balance Sheet and the

Distribution of Dividend

The result for the financial year 2023 of Multitude SE amounted to EUR

6,331,943. The unrestricted equity of the Company at the end of the

financial year stood at EUR 54,580,782. The result for the financial year

2023 of Multitude Group amounted to EUR 16,438,318.

The Board of Directors proposes to the Annual General Meeting that, for the

financial year 2023, a dividend of EUR 0.19 per share be distributed.

The dividend is proposed to be paid on 7 May 2024 to shareholders who are

registered in the Company's shareholder register on the dividend record date

of 29 April 2024.

9. Resolution on Discharging the Members of the Board of Directors and the

CEO from Liability

10. Consideration of the Remuneration Report for Governing Bodies

The Remuneration Report for Governing Bodies is available on the Company's

website at https://www.multitude.com/.

11. Consideration of the Remuneration Policy for Governing Bodies

The Remuneration Policy for Governing Bodies is attached to this notice as

an appendix and available on the Company's website at

https://www.multitude.com.

12. Resolution on the Remuneration of the Members of the Board of

Directors

The Board of Directors proposes on recommendation of the People and Culture

Committee that the fees payable to the members of the Board of Directors

remain the same, and that the Chairman of the Board of Directors be paid EUR

8,000 per month, and each of the other members of the Board of Directors be

paid EUR 4,000 per month.

Furthermore, it is proposed that no remuneration will be paid to the members

who are employees or CEOs of the Company or a subsidiary of the Company.

13. 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.

14. Resolution on the Number of Members of the Board of Directors

The Board of Directors proposes that the number of members of the Board of

Directors be six.

15. Election of the Members of the Board of Directors

The Board of Directors proposes that Goutam Challagalla, Jorma Jokela,

Kristiina Leppänen, Lea Liigus and Ari Tiukkanen be re-elected as members

and that Marion Khüny be elected as a new member, each one for a term ending

at the end of the next Annual General Meeting.

The Chairman and the Vice Chairman will be elected by the Board of Directors

from amongst its members.

The presentations of the proposed members of the Board of Directors are

available on the Company's website at https://www.multitude.com/.

16. Election of the Auditor

The Board of Directors proposes on recommendation of the Audit Committee

that Authorised Public Accountants PricewaterhouseCoopers Oy be re-elected

as the Auditor for a term ending at the end of the next Annual General

Meeting.

PricewaterhouseCoopers Oy has notified that, should they be re-elected,

authorised public accountant (KHT) Jukka Paunonen will act as the

auditor-in-charge.

17. Election of the Auditor in Malta

The Extraordinary General Meeting on 21 March 2024 resolved on the transfer

of the Company's registered office from Finland to Malta in accordance with

the transfer proposal approved by the Company's Board of Directors on 17

January 2024.

The Board of Directors proposes on recommendation of the Audit Committee

that, upon the registration of the Company with the Malta Business Registry,

PricewaterhouseCoopers (Registration Number: AB/26/84/38), with their

registered office situated at 78, Mill Street, Qormi, Malta be appointed as

the Auditors of the Company until the earlier of: (i) the end of the next

Annual General Meeting to be held in the year 2025, or (ii) the Company's

continuation out of Malta into Switzerland.

The Board of Directors further proposes that the Audit Committee be

authorised to fix the Auditor's remuneration and sign any engagement letter

as may be required for the purposes of finalising the engagement.

18. Authorisation to the Board of Directors to Decide on the Repurchase

and Acceptance as Pledge of the Company's Own Shares

The Board of Directors proposes that the Annual General Meeting authorises

the Board of Directors to decide to repurchase a maximum of 2,172,396 shares

in the Company, which corresponds approximately to 10 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.

The authorisation also includes the right to accept shares in the Company as

pledge.

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 or accept shares as pledge also otherwise than in proportion to the

shareholders' holding in the Company by way of a directed repurchase or

directed acceptance as pledge 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 earliest of: (i) the

transfer of the registered office of Multitude SE from Finland to Malta

pursuant to the transfer proposal approved by the Company's Board of

Directors on 17 January 2024, (ii) the end of the next Annual General

Meeting to be held in the year 2025, or (iii) 30 June 2025.

19. Authorisation to the Board of Directors to Decide on the Issuance of

Shares and Special Rights Entitling to Shares

The Board of Directors proposes that the Annual General Meeting authorises

the Board of Directors to decide to issue a maximum of 3,258,594 shares,

which corresponds approximately to 15 per cent of the Company's total amount

of shares. The Board of Directors may issue either new shares or transfer

existing shares held by the Company.

The authorisation also includes the right to issue special rights, in the

meaning of Chapter 10, Section 1 of the Finnish Limited Liability Companies

Act, which entitle to the Company's new shares or the Company's own shares

held by the Company against consideration. Shares that may be subscribed for

by virtue of the special rights entitling to shares are included in the

aforesaid maximum number of shares.

The authorisation entitles the Board of Directors to decide on a directed

share issue and issue of special rights in deviation from the pre-emptive

rights of shareholders subject to the requirements set out in the Finnish

Limited Liability Companies Act. The Board of Directors can use the

authorisation in one or several tranches, and it may be used to all purposes

decided by the Board of Directors, such as developing the Company's capital

structure, financing or carrying out acquisitions or other arrangements, or

as a part of the Company's incentive schemes.

The authorisation is proposed to be in force until the earliest of: (i) the

transfer of the registered office of Multitude SE from Finland to Malta

pursuant to the transfer proposal approved by the Company's Board of

Directors on 17 January 2024, (ii) the end of the next Annual General

Meeting to be held in the year 2025, or (iii) 30 June 2025.

20. 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, the Remuneration

Report for Governing Bodies and the Remuneration Policy for Governing Bodies

are available on Multitude SE's website at https://www.multitude.com/.

The Annual Report of Multitude SE, the Annual Accounts, the report of the

Board of Directors and the Auditor's report, are available on the

above-mentioned Multitude SE's website.

The proposals of the Board of Directors and the other above-mentioned

documents will also be available at the meeting.

The minutes of the meeting will be made available on the above-mentioned

Multitude SE's website no later than on 9 May 2024.

3 Instructions for the participants in the General Meeting of Shareholders

3.1 Shareholders Registered in Shareholders' Register

Each shareholder who is registered in the shareholders' register of the

Company held by Euroclear Finland Oy on the record date of the General

Meeting of Shareholders, i.e., 15 April 2024, has the right to participate

in the General Meeting. Shareholders whose shares are registered on their

Finnish book-entry account are registered in the shareholders' register of

the Company. Changes in shareholding after the record date do not affect the

right to participate in the meeting or the number of votes.

The registration to the General Meeting of Shareholders starts on 4 April

2024 at 10:00 a.m. (EEST / Finnish time). Shareholders, who are registered

in the shareholders' register of the Company, and who wish to participate in

the General Meeting, must register for the meeting by giving prior notice of

participation as instructed below. The notice of participation must be

received by the Company no later than on 22 April 2024 at 4:00 p.m. (EEST /

Finnish time). Such notice can be given:

a. by email to agm@multitude.com; or

b. by mail to Multitude SE, "AGM 2024", Ratamestarinkatu 11 A, 00520

Helsinki, Finland.

In connection with the registration, shareholders must provide the

information requested such as their name, personal identification

number/business ID, address and telephone number, and the shareholder's

possible representative's and/or proxy representative's name and personal

identification number. Personal data disclosed by shareholders to Multitude

SE will only be used in connection with the General Meeting and the

processing of the related registrations.

A registration and advance voting form is available on the Company's

website.

The shareholders as well as their authorised representatives or proxy

representatives must, as necessary, be able to prove their identity and/or

right of representation at the General Meeting.

3.2 Holders of Nominee Registered Shares

Holders of nominee registered shares have the right to participate in the

General Meeting by virtue of shares, based on which they would be entitled

to be registered in the shareholders' register of the Company held by

Euroclear Finland Oy on the record date of the General Meeting, i.e., 15

April 2024. In addition, the right to participate in the General Meeting

requires that the holders of nominee registered shares be temporarily

entered into the shareholders' register held by Euroclear Finland Oy based

on these shares by 22 April 2024 at 10.00 a.m. (EEST / Finnish time), at the

latest. This registration constitutes due registration for holders of

nominee registered shares wishing to participate in the Annual General

Meeting. Changes in shareholding after the record date do not affect the

right to participate in the meeting or the number of votes.

Holders of nominee registered shares are advised to ask their custodian bank

without delay for the necessary instructions regarding the temporary

registration in the Company's shareholders' register, the issuing of proxy

documents and voting instructions as well as registration for the General

Meeting of Shareholders and advance voting. The account manager of the

custodian bank must temporarily register holders of nominee-registered

shares in the Company's shareholders' register at the latest by the time

stated above. Where necessary, the account manager of the custodian bank

shall also arrange advance voting on behalf of the holder of nominee

registered shares during the registration period applicable to holders of

nominee registered shares.

Further information on these matters is also available on the Company's

website at https://www.multitude.com/.

3.3 Proxy Representatives and Power of Attorney

Shareholders may participate in the General Meeting of Shareholders and

exercise their rights at the meeting by way of proxy representation.

Proxy representatives must produce a dated proxy document or otherwise

reliably demonstrate their right to represent the shareholder. If a

shareholder participates in the General Meeting of Shareholders by means of

several proxy representatives representing the shareholder with shares in

different securities accounts, the shares by which each proxy representative

represents the shareholder must be identified in connection with the

registration for the General Meeting of Shareholders.

A form of proxy is provided on Multitude SE's website at

https://www.multitude.com/. The form of proxy is provided for the

shareholders' convenience, and it is not necessary to use the form provided

on the website.

Copies of proxy documents are requested to be delivered to the Company

either by email to agm@multitude.com or by mail to Multitude SE, "AGM 2024",

Ratamestarinkatu 11 A, 00520 Helsinki, Finland before the end of

registration on 22 April 2024 at 4:00 p.m. (EEST / Finnish time) by which

time the proxy documents must be received. Possible proxy documents in

originals must be presented at the meeting venue if requested.

In addition to the delivery of the proxy documents, shareholders or their

proxy representatives must register for the General Meeting as described

above in this notice.

3.4 Advance Voting

Shareholders may use their voting rights also by voting in advance.

Shareholders who are registered in the shareholder register of the Company

can vote in advance as instructed below. The advance voting starts on 4

April 2024 at 10:00 a.m. (EEST / Finnish Time) and the advance votes must be

received by the Company no later than on 22 April 2024 at 4:00 p.m. (EEST /

Finnish time). The advance votes can be given:

a. by email to agm@multitude.com; or

b. by mail to Multitude SE, "AGM 2024", Ratamestarinkatu 11 A, 00520

Helsinki, Finland.

Submitting votes as described above shall be deemed to constitute

registration for the General Meeting, provided that the information required

for the registration is provided.

A registration and advance voting form is available on the Company's

website.

For the advance votes to be considered in the General Meeting, the

shareholder must be registered in the Company's shareholder register

maintained by Euroclear Finland Oy on the record date of the General

Meeting.

A shareholder who has voted in advance cannot exercise their right to

request information, make proposals for resolutions, or demand a vote, or

vote for an amended or a new proposal for resolution unless they attend the

General Meeting in person or by proxy at the meeting venue.

Holders of nominee registered shares can vote in advance through their

account operators. Account operators can vote in advance on behalf of the

holders of nominee registered shares they represent in accordance with the

relevant shareholders' voting instructions during the registration period

applicable to holders of nominee registered shares.

Proposals for resolutions that are subject to advance voting are considered

to have been presented unchanged in the General Meeting, and the advance

votes are taken into account in a possible vote held during the meeting also

in circumstances where an alternative proposal for resolution has been made

in the relevant matter.

3.5 Other Instructions and Information

The meeting will be held in the English language.

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies

Act, shareholders who are present at the General Meeting have 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 28 March 2024, the total number of shares in Multitude SE is

21,723,960 and each of these shares carries one vote. On the date of this

notice, Multitude SE holds 80,786 of its own shares as treasury shares.

Pursuant to Chapter 5, Section 9 of the Finnish Limited Liability Companies

Act, shares held by the Company or a subsidiary do not entitle to

participation in the General Meeting. Accordingly, the number of voting

rights carried by the outstanding shares is 21,643,174.

In Helsinki on 28 March 2024

MULTITUDE SE

The Board of Directors

APPENDIX

Remuneration Policy for Governing Bodies

Contact:

Lasse Mäkelä

Chief Strategy and IR Officer

Phone: +41 79 371 34 17

E-Mail: lasse.makela@multitude.com

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 'FRU'.

Zusatzmaterial zur Meldung:

Datei:

https://eqs-cockpit.com/c/fncls.ssp?u=902791041a73967da326c86c483076 6a

Dateibeschreibung: Multitude Group Remuneration Policy

28.03.2024 CET/CEST Veröffentlichung einer Corporate News/Finanznachricht,

übermittelt durch EQS News - ein Service der EQS Group AG.

Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

Die EQS Distributionsservices umfassen gesetzliche Meldepflichten, Corporate

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Medienarchiv unter https://eqs-news.com

Sprache: Deutsch

Unternehmen: Multitude SE

Ratamestarinkatu 11 A

00520 Helsinki

Finnland

E-Mail: ir@multitude.com

Internet: https://www.multitude.com/

ISIN: FI4000106299

WKN: A1W9NS

Börsen: Regulierter Markt in Frankfurt (Prime Standard);

Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,

München, Stuttgart, Tradegate Exchange; Stockholm

EQS News ID: 1869275

Ende der Mitteilung EQS News-Service

1869275 28.03.2024 CET/CEST

 ISIN  FI4000106299

AXC0334 2024-03-28/18:30

Relevante Links: Multitude SE

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