MULTITUDE SE MINUTES | MULTITUDE SE |
NO 2/2024 | ANNUAL GENERAL MEETING |
25 APRIL 2024 |
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF MULTITUDE SE 2024 Time
Place
Present
1 | Opening of the Meeting |
Ari Tiukkanen, the Chairman of the Board of Directors, opened the meeting and welcomed those present.
2 | Calling the Meeting to Order |
Attorney Janne Lauha served as the Chairman of the meeting. The Chairman invited Attorney Teresa Kauppila to act as the Secretary of the meeting.
The Chairman described the meeting arrangements. It was noted that the matters would be dealt with in the order they were presented in the agenda. It was noted that the meeting is held in English.
It was noted that shareholders registered in the shareholders' register of the Company on the record date of the General Meeting of Shareholders, and holders of nominee registered shares who would have been entitled to be so registered, have had the opportunity to vote in advance on matters 7-19 on the agenda. Proposals for resolutions that have been subject to advance voting are considered to have been presented unchanged in the General Meeting pursuant to the Finnish Companies Act. It was noted that opposing and abstaining votes cast by the shareholders in the advance voting are recorded in the minutes in the relevant items of the agenda. However, to the extent that the nature of the matter does not allow a proposal for a resolution on the agenda to be opposed without a counterproposal, and a decision on the matter must be taken at the General Meeting in accordance with the law or the Articles of Association, any opposing advance votes cast without a counterproposal are interpreted as opinions and are not recorded in the minutes.
The summary of votes cast in the advance voting was enclosed to the minutes (Appendix 3).
3 Election of Persons to Scrutinise the Minutes and to Supervise the Counting of Votes
Sylvi Kuikka was elected to scrutinise the minutes and to supervise the counting of votes.
4 | Recording the Legality of the Meeting |
It was noted that, pursuant to Article 7 of the Company's Articles of Association, the notice convening a General Meeting must be delivered as follows:
The notice of a Shareholders' General Meeting shall be served on the shareholders by publishing it on the Company's website or in some other documented manner no earlier than three (3) months and no later than three (3) weeks before the general meeting of shareholders, and in any case no later than nine (9) days prior to the record date defined in the Finnish Limited Liability Companies Act.
It was noted that pursuant to the Finnish Limited Liability Companies Act and Article 7 of the Articles of Association, the notice convening the meeting had to be published no earlier than 25 January 2024 and no later than 4 April 2024.
It was noted that, pursuant to the decision of the Company's Board of Directors, the notice convening the Annual General Meeting, including all proposals of the Board of Directors, had been served on the shareholders by publishing it on the Company's website on 28 March 2024 from which date the notice, including all proposals of the Board of Directors, had been available on the Company's website. The Remuneration Policy for Governing Bodies had been attached to the notice as an appendix and available on the Company's website. The notice convening the meeting had also been published as a stock exchange release on the same date (Appendix 4).
It was noted that the Annual Report, which includes the Company's Annual Accounts and report of the Board of Directors as well as the Auditor's Report, the Corporate Governance Statement and the Remuneration Report had been available for viewing as of 28 March 2024 on the Company's website, and therefore, had been available for at least three weeks prior to the General Meeting as required by the Finnish Limited Liability Companies Act.
It was noted that the Annual General Meeting had been convened in accordance with the Finnish Limited Liability Companies Act and the Company's Articles of Association.
It was noted that the meeting was legal.
5 | Recording the Attendance at the Meeting and Adoption of the List of Votes |
It was noted that shareholders who have duly registered for the General Meeting within the registration period, who are entitled to participate in the General Meeting pursuant to Chapter 5(6) and (6a) of the Limited Liability Companies Act and who have either voted in advance within the advance voting period or who attend the General Meeting at the meeting venue are deemed to be shareholders participating in the meeting.
The list of votes was presented, according to which eight shareholders were present, either by advance voting or in person or represented by a legal representative or an authorised proxy at the meeting venue. It was noted that at the beginning of the meeting, 7,059,216 shares and votes were represented in the meeting.
It was noted that all shareholders present in the meeting had participated in the advance voting.
The total number of shares and votes in the Company is 21,723,960. Multitude
SE held 60,036 of its own shares as treasury shares on the record date of the
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meeting. It was noted that the shares held by the Company do not entitle to participate in the General Meeting.
The list of participants and the list of votes at the beginning of the meeting were confirmed and enclosed to the minutes (Appendix 1). It was noted that the list of votes will be confirmed to correspond with the attendance at the beginning of any voting that may take place during the meeting.
A list of other persons presents at the meeting as introduced in connection with item 2 was enclosed to the minutes (Appendix 2).
It was noted that the Company's shareholder register was available for viewing at the General Meeting.
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 2023
It was noted that the Annual Report, which includes the Company's Annual Accounts, the Consolidated Annual Accounts and report of the Board of Directors as well as the Auditor's Report for the year 2023, were available for viewing at the meeting. In addition, the Annual Report, which includes the aforesaid documents as well as the Auditor's Report for the year 2023, had been available for viewing and printing on the Company's website as of 28 March 2024. The Annual Accounts documentation was attached to the minutes (Appendix 5).
An update by the Company's CEO, Jorma Jokela, was presented to the meeting on a pre-recorded video.
The Company's auditor-in-charge APA Jukka Paunonen presented the auditor's report.
It was noted that the Company's Annual Accounts, the Consolidated Annual Accounts and report of the Board of Directors as well as the Auditor's Report for the year 2023 had been presented.
7 | Adoption of the Annual Accounts |
The General Meeting adopted the Annual Accounts for the financial year 2023.
8 Resolution on the Use of the Result Shown on the Balance Sheet and the Distribution of Dividend
It was noted that the result for the financial year 2023 of Multitude SE amounted to 6,331,943. The unrestricted equity of the Company at the end of the financial year stood at 54,580,782. The result for the financial year 2023 of Multitude Group amounted to 16,438,318.
The Board of Directors had proposed to the Annual General Meeting that, for the financial year 2023, a dividend of EUR 0.19 per share be distributed.
The dividend was proposed to be paid on 7 May 2024 to shareholders who are registered in the Company's shareholder register on the dividend record date of 29 April 2024.
The General Meeting resolved to approve the Board of Directors' proposal.
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9 Resolution on Discharging the Members of the Board of Directors and the CEO from Liability
It was noted that the discharge from liability for the financial year 2023 concerned the following persons:
- Ari Tiukkanen, Chairman of the Board, as of 27 April 2023,
- Michael A. Cusumano, Board Member,
- Goutam Challagalla, Board Member,
- Kristiina Leppänen, Board Member,
- Lea Liigus, Board Member,
- Frederik Strange, Chairman of the Board, until 27 April 2023,
- Jussi Mekkonen, Board Member, until 27 April 2023,
- Juhani Vanhala, Board Member, until 27 April 2023
- Jorma Jokela, CEO and Board Member.
The General Meeting resolved to discharge the above members of the Board of
Directors and the CEO from liability for the financial year 2023.
10 | Consideration of the Remuneration Report for Governing Bodies |
It was noted that the Company's Remuneration Report for Governing Bodies for the year 2023 had been published on 28 March 2024 and had been available on the Company's website as of its publication.
The Remuneration Report was attached to the minutes (Appendix 6).
The General Meeting resolved to approve the presented Remuneration Report.
The resolution was advisory.
It was recorded that under this agenda item, shareholders who had voted in advance cast 1,092,304 opposing votes.
11 | Consideration of the Remuneration Policy for Governing Bodies |
The Remuneration Policy for Governing Bodies had been published on 28 March 2024 as an appendix to the notice convening the meeting and had been available on the Company's website as of its publication.
The Remuneration Policy was attached to the minutes (Appendix 7).
The General Meeting resolved to approve the presented Remuneration Policy for
Governing Bodies. The resolution was advisory.
It was recorded that under this agenda item, shareholders who had voted in advance cast 1,092,304 opposing votes.
12 | Resolution on the Remuneration of the Members of the Board of Directors |
It was noted that the Board of Directors had proposed on recommendation of the People and Culture Committee that the fees payable to the members of the Board of Directors remain the same, and that Chairman of the Board of Directors be
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paid EUR 8,000 per month, and each of the other members of the Board of | |
Directors be paid EUR 4,000 per month. | |
Furthermore, it was proposed that no remuneration would be paid to the | |
members who are employees or CEOs of the Company or a subsidiary of the | |
Company. | |
The General Meeting resolved to approve the Board of Directors' proposal. | |
13 | Resolution on the Remuneration of the Auditor |
It was noted that the Board of Directors had proposed 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. | |
The General Meeting resolved to approve the Board of Directors' proposal. | |
14 | Resolution on the Number of Members of the Board of Directors |
It was noted that the Board of Directors had proposed that the number of | |
members of the Board of Directors be six. | |
The General Meeting resolved to approve the Board of Directors' proposal. | |
15 | Election of the Members of the Board of Directors |
It was noted that the Board of Directors had proposed that Goutam Challagalla, | |
Jorma Jokela, Kristiina Leppänen, Lea Liigus and Ari Tiukkanen be re-elected as | |
members and that Marion Khüny be elected as a new member, each one for a | |
term ending at the end of the next Annual General Meeting. | |
It was noted that the Chairman and the Vice Chairman will be elected by the | |
Board of Directors from amongst its members. | |
The General Meeting resolved to approve the Board of Directors' proposal. | |
It was recorded that under this agenda item, shareholders who had voted in | |
advance cast 1,092,304 abstaining votes. | |
16 | Election of the Auditor |
It was noted that the Board of Directors had proposed on recommendation of the | |
Audit Committee that Authorised Public Accountants PricewaterhouseCoopers | |
Oy be re-elected as the auditor for a term ending at the end of the next Annual | |
General Meeting. | |
PricewaterhouseCoopers Oy had notified that, should they be re-elected, | |
authorised public accountant (KHT) Jukka Paunonen will act as the auditor-in- | |
charge. | |
The General Meeting resolved to approve the Board of Directors' proposal. | |
It was recorded that under this agenda item, shareholders who had voted in | |
advance cast 477,498 abstaining votes. | |
17 | Election of the Auditor in Malta |
It was noted that the Extraordinary General Meeting on 21 March 2024 had re- | |
solved on the transfer of the Company's registered office from Finland to Malta |
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in accordance with the transfer proposal approved by the Company's Board of Directors on 17 January 2024.
The Board of Directors had proposed on recommendation of the Audit Committee that, upon the registration of the Company with the Malta Business Registry, PricewaterhouseCoopers (Registration Number: AB/26/84/38), with their registered office situated at 78, Mill Street, Qormi, Malta be appointed as the Auditors of the Company until the earlier of: (i) the end of the next Annual General Meeting to be held in the year 2025, or (ii) the Company's continuation out of Malta into Switzerland.
The Board of Directors had further proposed that the Audit Committee be au- thorised to fix the Auditor's remuneration and sign any engagement letter as may be required for the purposes of finalising the engagement.
The General Meeting resolved to approve the Board of Directors' proposal.
It was recorded that under this agenda item, shareholders who had voted in advance cast 477,498 abstaining votes.
18 Authorisation to the Board of Directors to Decide on the Repurchase and Acceptance as Pledge of the Company's Own Shares
It was noted that the Board of Directors had proposed that the Annual General Meeting authorises the Board of Directors to decide to repurchase a maximum of 2,172,396 shares in the Company, which corresponds approximately to 10 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.
The authorisation also includes the right to accept shares in the Company as pledge.
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 or accept shares as pledge also otherwise than in proportion to the shareholders' holding in the Company by way of a directed repurchase or directed acceptance as pledge 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 was proposed to be in force until the earliest of: (i) the transfer of the registered office of Multitude SE from Finland to Malta pursuant to the transfer proposal approved by the Company's Board of Directors on 17 January 2024, (ii) the end of the next Annual General Meeting to be held in the year 2025, or (iii) 30 June 2025.
The General Meeting resolved to approve the Board of Directors' proposal.
19 Authorisation to the Board of Directors to Decide on the Issuance of Shares and Special Rights Entitling to Shares
It was noted that the Board of Directors had proposed that the Annual General Meeting authorises the Board of Directors to decide to issue a maximum of 3,258,594 shares, which corresponds approximately to 15 per cent of the
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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 of Directors 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 of Directors 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 was proposed to be in force until the earliest of: (i) the transfer of the registered office of Multitude SE from Finland to Malta pursuant to the transfer proposal approved by the Company's Board of Directors on 17 January 2024, (ii) the end of the next Annual General Meeting to be held in the year 2025, or (iii) until 30 June 2025.
The General Meeting resolved to approve the Board of Directors' proposal.
It was recorded that under this agenda item, shareholders who had voted in advance cast 684,468 opposing votes.
20 | Closing of the Meeting |
The Chairman noted that all matters specified in the notice convening the Annual
General Meeting had been dealt with.
The Chairman noted that the minutes of the meeting will be available on the Company's website at the address www.multitude.com no later than within two weeks from the meeting, i.e., no later than on 9 May 2024.
The Chairman noted that the meeting was closed at 10:36 a.m.
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In fidem | |||
JANNE LAUHA | TERESA KAUPPILA | ||
______________________ | |||
Janne Lauha | Teresa Kauppila | ||
Chairman | Secretary | ||
Minutes scrutinised and approved: | |||
SYLVI KUIKKA | |||
Sylvi Kuikka | |||
APPENDICES | |||
Appendix 1 | List of participants and list of votes (shareholders) | ||
Appendix 2 | List of participants (others) | ||
Appendix 3 | Summary of votes cast in the advance voting | ||
Appendix 4 | Notice of the Annual General Meeting | ||
Appendix 5 | Annual Accounts documentation | ||
Appendix 6 | Remuneration Report for Company's Governing Bodies | ||
Appendix 7 | Remuneration Policy for Company's Governing Bodies |
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Multitude SE published this content on 29 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2024 09:06:05 UTC.
