Ferratum Oyj: Decisions of the Annual General Meeting of Shareholders of Ferratum Oyj

Decisions of the Annual General Meeting of Shareholders of Ferratum Oyj

Helsinki, 30 June 2020 – Ferratum Oyj (ISIN: FI4000106299, WKN: A1W9NS) (“Ferratum” or “Company”).

DECISIONS OF FERRATUM’S ANNUAL GENERAL MEETING 2020

Ferratum held its Annual General Meeting today under special arrangements 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 2019 and discharged the members of the Board of Directors and the CEO from liability for the financial year 2019.

AUTHORISATION FOR THE BOARD OF DIRECTORS TO DECIDE TO DISTRIBUTE DIVIDENDS

The Annual General Meeting decided in accordance with the proposal of the Board of Directors that for the financial year ended 31 December 2019, no dividends be distributed based on the balance sheet to be adopted for 2019 by a resolution of the General Meeting but that the Board of Directors be authorised to decide on the distribution of dividends at their discretion as follows:

Based on the authorisation, the Board of Directors can decide to distribute dividends from the Company’s unrestricted equity in one or more tranches so that the amount of dividends to be distributed does not exceed a total of EUR 0.21 per share. Based on the authorisation, the Board of Directors is entitled to decide on the amount of dividends within the limits of the above maximum amount, on the dividend record date, on the dividend payment date as well as for other measures required by the matter. The Company will publish each possible dividend distribution decision separately and in the same connection confirm the final record and payment dates.

The dividends to be possibly distributed based on the Board of Director’s decision are paid to shareholders who are registered in the Company’s shareholders’ register held by Euroclear Finland Oy on the dividend record date.

The authorisation is in force until the start of the next Annual General Meeting.

REMUNERATION POLICY FOR THE GOVERNING BODIES

The Annual General Meeting supported the presented Remuneration Policy for Governing Bodies.

COMPOSITION OF THE BOARD OF DIRECTORS

The Annual General Meeting confirmed the number of members of the Board of Directors as eight.

The Annual General Meeting decided to re-elect Goutam Challagalla, Michael A. Cusumano, Jorma Jokela, Lea Liigus, Frederik Strange, Juhani Vanhala and Christopher Wang, and to elect Clemens Krause 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 of the Board of Directors will be appointed by the Board of Directors from amongst its members.

REMUNERATION OF THE BOARD OF DIRECTORS

The Annual General Meeting resolved that each member of the Board of Directors be paid EUR 4,000 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 Jukka Karinen 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 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 2021.

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 2021.

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 20 countries across Europe, Africa, South and North America, Australia and Asia.

As a pioneer in digital and mobile financial services technology, Ferratum is at the forefront of the digital banking revolution. Ferratum has approximately 680,000 active customers that have an open Mobile Bank account or an active loan balance in the last 12 months (as at 31 March 2020).

Ferratum Group is listed on the Prime Standard of Frankfurt Stock Exchange under symbol 'FRU.' For more information, visit

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