Helsinki/Berlin, 30 March 2017 - Ferratum Oyj (ISIN: FI4000106299, WKN A1W9NS) ("Ferratum") publishes this announcement pursuant to Chapter 8, Section 5 of the Finnish Securities Markets Act.
To the shareholders of Ferratum Oyj areholders of Ferratum Oyj
NOTICE TO CONVENE FERRATUM OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS
Shareholders of Ferratum Oyj are invited to attend the Annual General Meeting of the
Company on 4 May 2017, commencing at 10.00 a.m. (EEST, Finnish time) at Scandic
Grand Marina, Katajanokanlaituri 7, Helsinki, Finland. The reception of persons who
have registered for the meeting will commence at 9.00 a.m. (EEST, Finnish time).
The meeting will be held in the English language.
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 Scrutinize 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 2016
Review by the CEO
(7)
Adoption of the Annual Accounts
(8)
Resolution on the Use of the Profit Shown on the Balance Sheet and the Payment of
Dividend
The profit for the financial year 2016 of Ferratum Oyj amounted to EUR 17,877,502.
Distributable equity of the parent company at the end of the financial year stood at EUR
37,258,895.
The Board of Directors proposes to the Annual General Meeting that, for the financial
year ended 31 December 2016, the Company will distribute a per-share dividend of
EUR 0.12 to a total of EUR 2,589,331 after which distributable equity would stand at
EUR 34,669,564. No dividend is paid to the own shares held by the parent company.
Compared with year-end 2016 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 Ltd on the dividend record date, 8 May 2017. The
dividend will be paid on 15 May 2017.
(9)
Resolution on Discharging the Members of the Board of Directors and the CEO from
Liability
(10)
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 be paid EUR 2,000 per month and the other
members of the Board of Directors EUR 1,500 per month. Furthermore it is proposed
that no remuneration will be paid to the members who are employees or Managing
Director of the Company or a subsidiary of the Company.
(11)
Resolution on Remuneration of Auditors
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.
(12)
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 confirmed as six (6) ordinary members.
(13)
Election of the Members, Chairman and Deputy Chairman of the Board of Directors
The Board of Directors proposes that, in accordance with their consents, the current
members of the Board of Directors be re-elected all to serve for a term ending at the end
of the next Annual General Meeting: Pieter van Groos as Chairman, Jorma Jokela as
Deputy Chairman and Erik Ferm, Lea Liigus, Juhani Vanhala and Jouni Hakanen as
ordinary members.
The curricula vitae of the proposed members of the Board of Directors are available on
the Company's website at www.ferratumgroup.com.
(14)
Election of the Auditor
The Board of Directors proposes on recommendation of the Audit Committee that audit
firm PricewaterhouseCoopers Oy, which has stated that APA Mikko Nieminen will act as
the responsible auditor, be appointed as Auditor to serve for a term ending at the end of
the next Annual General Meeting. The Auditor proposed herein has given its consent for
the election.
(15)
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 at maximum 500,000 new shares and to convey the
Company's 146,200 own 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 Companies Act, which entitle to the Company's new shares
or the Company's own shares held by the Company against consideration.
The amount of shares to be issued shall not exceed 646,200 shares, which corresponds
to approximately 3.0 per cent of the Company's total amount of shares.
not exceed 646,200 shares, which corresponds
to approximately 3.0 per cent of the Company's total amount of shares.
Shares potentially issued 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
conditions mentioned in the 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 2018.
(16)
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 Oyj's website at
www.ferratumgroup.com.
The Annual Report of Ferratum Oyj, 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 Oyj's website.
The proposals for the decisions on the matters on the agenda of the General Meeting of
Shareholders and the Annual Accounts 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 Oyj's website no later
than on 18 May 2017.
3
INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING OF
SHAREHOLDERS
3.1
Shareholders Registered in Shareholders' Register
Each shareholder who is registered on 21 April 2017 in the shareholders' register of the
Company held by Euroclear Finland Ltd, 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 Ltd 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 28 April 2017 at 3.00 p.m. (CEST, Frankfurt time) by giving a
notice of participation. 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.
(CEST, Frankfurt time));
(c)
by e-mail to ir@ferratum.com;
(d)
by regular mail to Ferratum Oyj, 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 Oyj will be
used only in connection with the General Meeting of Shareholders and with the
processing of related registrations.
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 21 April 2017 and would be entitled to have registered in the
shareholders' register of the Company held by Euroclear Finland Ltd. 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 Ltd at the latest by 28 April 2017 at 9.00 a.m. (CEST, Frankfurt time).
In case of nominee-registered shares, temporary registration in the shareholders'
register held by Euroclear Finland Ltd 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 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 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 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 Oyj'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.
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 Oyj, "Annual
General Meeting", Ratamestarinkatu 11 A 00520, Helsinki, Finland before the last date
for registration.
3.4 Other Instructions and Information
Pursuant to Chapter 5, section 25 of the Finnish 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 General Meeting of Shareholders, dated 29 March
2017, the total number of shares in Ferratum Oyj is 21,723,960 and each of these
shares carries one vote. Ferratum Oyj 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 29 March 2017
FERRATUM OYJ
The Board of Directors
Contacts:
Ferratum Group
Dr. Clemens Krause, CFO
T: +49 30 88715308
F: +49 30 88715309
E: clemens.krause@ferratum.com
Ferratum Group
Paul Wasastjerna
Head of Investor Relations
T: +358 40 7248247
F: +358 20 741 1614
E: paul.wasastjerna@ferratum.com
European media enquiries:
Edelman.ergo, A Daniel J Edelman Company
Alexander Schmidt | Andreas Martin
T: +49 69 27 13 89 26
E: Alexander.Schmidt@edelmanergo.com
E: Andreas.Martin@edelmanergo.com
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: FERRATUM OYJ via Globenewswire