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FERRATUM OYJ: Notice to convene FERRATUM OYJ's Annual General Meeting of Shareholders

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





This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
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

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