2016-03-31 17:51:29 CEST
2016-03-31 17:51:29 CEST
REGULATED INFORMATION
Ferratum Oyj - Notice to general meeting
FERRATUM OYJ : Notice to convene Ferratum Oyj's annual general meeting of shareholders
Helsinki/Berlin, 31 March 2016 - Ferratum Oyj (ISIN: FI4000106299, WKN A1W9NS)
("Ferratum") publishes this announcement pursuant to Chapter 8, Section 5 of the
Finnish Securities Markets Act.
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 26 April 2016, commencing at 10.30 a.m. (CEST, Frankfurt time) at
MesseTurm, at the address of Friedrich-Ebert-Anlage 49, 60308, Frankfurt am
Main, Germany. The reception of persons who have registered for the meeting will
commence at 9.30 a.m. (CEST, Frankfurt 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 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 2015
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 2015 of Ferratum Oyj amounted to EUR
3,270,709. Distributable equity of the parent company at the end of the
financial year stood at EUR 51,539,170.
The Board of Directors proposes to the Annual General Meeting that, for the
financial year ended 31 December 2015, the Company will distribute a per-share
dividend of EUR 0.10 to a total of EUR 2,157,776 after which distributable
equity would stand at EUR 49,381,394. No dividend is paid to the own shares held
by the parent company.
Compared with year-end 2015 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, 28 April 2016. The dividend will be paid on 6 May 2016.
(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 Remuneration Committee of the Board of Directors proposes 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 the Remuneration of Auditors
The Audit Committee of the Board of Directors proposes 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 and Juhani
Vanhala as ordinary members and that Jouni Hakanen be elected as new ordinary
member of the Board of Directors.
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 Audit Committee of the Board of Directors proposes 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) Increase of Share Capital
The Board of Directors proposes that Ferratum Oyj's share capital will be
increased by EUR 30,000,000 from EUR 10,133,560 to EUR 40,133,560 by
transferring assets from the Reserves of Invested Unrestricted Equity into the
share capital (increase from reserves).
The increase of share capital will optimize the equity structure of Ferratum Oyj
and strengthen the Company's restricted capital base.
(16) Authorisation to the Board of Directors to Decide on the Transfer of Own
Shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on a share issue by transferring own shares. A
maximum of 146,200 own shares may be issued on the basis of the authorisation.
The proposed maximum authorised quantity represents approximately 0.7 per cent
of the Company's total amount of shares. The authorisation entitles the Board to
decide on a directed share issue in deviation from the pre-emptive rights of
shareholders. 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 2017.
(17) Closing of the Meeting
2 MEETING MATERIALS
The proposals of the Board of Directors and its committees 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 10 May 2016.
3 INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING OF SHAREHOLDERS
3.1 Shareholders Registered in Shareholders' Register
Each shareholder who is registered on 14 April 2016 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 21 April 2016 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 telefax to +358 20 7411614; or
(e) 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 14 April 2016 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 21 April 2016 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.
Possible proxy documents should 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 31
March 2016, 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 31 March 2016
FERRATUM OYJ
The Board of Directors
About Ferratum Group:
The Finnish Ferratum Group, a pioneer for mobile consumer loans in Europe,
offers short-term consumer loans for private persons. Ferratum's customers can
utilize digital media to apply for consumer credit in amounts varying between
EUR 25 and EUR 3,000. Moreover, Ferratum offers successful small businesses
installment loans with a term of six to twelve months. Managed by its founder
Jorma Jokela, Ferratum has expanded rapidly since it was founded in 2005:
Ferratum has more than 1.2 million active and former customers who have been
granted one or more loans in the past and 3.7 million total user accounts in its
database (as of 31 December 2015). Ferratum is represented in 23 markets.
Contacts:
Ferratum Group
Dr. Clemens Krause, CFO
T: +49 30 88715308
F: +49 30 88715309
M: clemens.krause@ferratum.com
Ferratum Group
Paul Wasastjerna
Head of Investor Relations
T: +358 40 7248247
F: +358 20 741 1614
M: paul.wasastjerna@ferratum.com
cometis AG
Henryk Deter | Mariana Kuhn
T: +49 611 20 58 55-61
F: +49 611 20 58 55-66
M: kuhn@cometis.de
[HUG#1999383]
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