DGAP-HV: Ferratum Oyj: Decisions of the Annual General Meeting of Shareholders of Ferratum Oyj

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DGAP-News: Ferratum Oyj / Bekanntmachung der Ergebnisse zur Hauptversammlung 
Ferratum Oyj: Decisions of the Annual General Meeting of Shareholders of 
Ferratum Oyj 
 
2019-04-17 / 14:30 
Bekanntmachung der Ergebnisse zur Hauptversammlung, übermittelt durch DGAP 
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*Ferratum Oyj: Decisions of the Annual General Meeting of Shareholders of 
Ferratum Oyj* 
 
Helsinki, 17 April 2019 - Ferratum Oyj (ISIN: FI4000106299, WKN: A1W9NS) 
("Ferratum"). 
 
*DECISIONS OF FERRATUM'S ANNUAL GENERAL MEETING 2019* 
 
Ferratum held its Annual General Meeting today and the meeting made the 
following resolutions. 
 
*ADOPTION OF THE ANNUAL ACCOUNTS AND DISCHARGE FROM LIABILITY* 
 
The Annual General Meeting adopted the Annual Accounts including the 
Consolidated Annual Accounts for the financial year 2018 and discharged the 
members of the board of directors and the CEO from liability for the 
financial year 2018. 
 
*DIVIDEND* 
 
The Annual General Meeting decided in accordance with the proposal of the 
board of directors that a per-share dividend of EUR 0.18 will be paid for 
the financial year 2018 to a total of EUR 3,883,997 to the shareholders who 
on the dividend record date 23 April 2019 are registered in the company's 
shareholders' register. The payment date for the dividend will be 30 April 
2019. 
 
*AMENDMENT OF THE ARTICLES OF ASSOCIATION* 
 
The Annual General Meeting approved the Board of Directors' proposal to 
amend Ferratum'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. 
 
Article 3 (Board of Directors and CEO) was 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) was 
amended accordingly. 
 
Further, Article 6 (Auditor) was amended so as to be in line with the 
terminology used in the Finnish Auditing Act. 
 
*COMPOSITION OF THE BOARD OF DIRECTORS* 
 
In accordance with the amended Articles of Association, the Annual General 
Meeting confirmed the number of members of the board of directors as nine. 
 
The Annual General Meeting decided to re-elect Pieter van Groos, Jorma 
Jokela, Lea Liigus, Juhani Vanhala and Christopher Wang as members, and to 
elect Kati Hagros, Michael A. Cusumano, Goutam Challagalla and Frederik 
Strange as new members, each one for a term ending at the end of the next 
Annual General Meeting. 
 
The Chairman and the Vice Chairman of the Board of Directors will be 
appointed by the Board of Directors from amongst its members as allowed 
under the amended Articles of Association. 
 
*REMUNERATION OF THE BOARD OF DIRECTORS* 
 
The Annual General Meeting resolved 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 was resolved that no 
remuneration will be paid to the members who are employees or Managing 
Directors of the Company or a subsidiary of the Company. 
 
*AUDITOR AND REMUNERATION OF THE AUDITOR* 
 
Audit firm PricewaterhouseCoopers Oy, which had stated that APA Mikko 
Nieminen will act as the responsible auditor, was appointed as auditor of 
the Company for a term ending at the end of the next Annual General Meeting. 
 
It was decided that the auditor be paid reasonable remuneration in 
accordance with the auditor's invoice, which shall be approved by the 
company. 
 
*AUTHORISATION TO THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE 
COMPANY'S OWN SHARES* 
 
The Annual General Meeting approved the Board of Directors' proposal on 
authorisation to 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 in force until the next Annual General Meeting, 
however, no longer than until 30 June 2020. 
 
*AUTHORISATION TO THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES 
AND SPECIAL RIGHTS ENTITLING TO SHARES* 
 
The Annual General Meeting approved the Board of Directors' proposal on 
authorisation to 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 in force until the next Annual General Meeting, 
however, no longer than until 30 June 2020. 
 
*About Ferratum Group:* 
 
Ferratum Group is an international provider of mobile banking and digital 
consumer and small business loans, distributed and managed by mobile 
devices. Founded in 2005 and headquartered in Helsinki, Finland, Ferratum 
has expanded rapidly to operate in 25 countries across Europe, Africa, South 
and North America and the Asia-Pacific region. 
 
As a pioneer in digital and mobile financial services technology, Ferratum 
is at the forefront of the digital banking revolution. Ferratum's mobile 
bank, launched in 2016, is an innovative mobile banking platform offering a 
range of banking services, including real time digital payments and 
transfers, within a single app. It is currently available in five European 
markets. Ferratum has approximately 2.0 million active and former customers 
who have an account or have been granted one or more loans in the past (as 
at 31 December 2018), of which over 792,000 customers have an open Mobile 
Bank account or an active loan balance in the last 12 months. 
 
*Contacts:*                      Ferratum Group 
Ferratum Group                   Emmi Kyykkä 
Dr. Clemens Krause               Head of Group Communications & 
Chief Financial Officer & Chief  Investor Relations 
Risk Officer                     T: [phone] 
T: + 49 30 921005844             E: [e-mail] 
E: [e-mail] 
Ferratum Group                   UK / European media enquiries: 
Paul Wasastjerna                 Smithfield, A Daniel J Edelman 
Head of Fixed Income Investor    Company 
Relations                        Alex Simmons | Brett Jacobs 
T: [phone]               T: [phone] | +44 20 
E: [e-mail] 3047 2537 
                                 E: [e-mail] 
                                 E: [e-mail] 
 
2019-04-17 Die DGAP Distributionsservices umfassen gesetzliche 
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Sprache:     Deutsch 
Unternehmen: Ferratum Oyj 
             Ratamestarinkatu 11 A 
             00520 Helsinki 
             Finnland 
Telefon:     [phone] 
Fax:         [phone] 
E-Mail:      [e-mail] 
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 
 
Ende der Mitteilung DGAP News-Service 
 
801217 2019-04-17 
 
 

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April 17, 2019 08:30 ET (12:30 GMT)