Multitude SE: Decisions of the Annual General Meeting of Shareholders of Multitude SE
Helsinki, 27 April 2023 – Multitude SE (ISIN: FI4000106299, WKN: A1W9NS) (“Multitude” or “Company”).
DECISIONS OF MULTITUDE’S ANNUAL GENERAL MEETING 2023
Multitude 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 2022 and discharged the members of the Board of Directors and the CEO from liability for the financial year 2022.
DIVIDENDS
The Annual General Meeting decided in accordance with the proposal of the Board of Directors that a per-share dividend of EUR 0.12 be distributed for the financial year 2022 to a total of EUR 2,589,331.20. The dividend will be paid on 9 May 2023 to shareholders who are registered in the Company’s shareholder register on the dividend record date of 2 May 2023.
REMUNERATION REPORT FOR THE GOVERNING BODIES
The Annual General Meeting approved the presented Remuneration Report for Governing Bodies. The decision was advisory.
COMPOSITION OF THE BOARD OF DIRECTORS
The Annual General Meeting confirmed the number of members of the Board of Directors as six.
The Annual General Meeting decided to re-elect Goutam Challagalla, Michael A. Cusumano, Jorma Jokela, Kristiina Leppänen and Lea Liigus as members and elect Ari Tiukkanen 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 elected by the Board of Directors from amongst its members.
REMUNERATION OF THE BOARD OF DIRECTORS
The Annual General Meeting resolved that the Chairman of the Board of Directors be paid EUR 8,000 per month, and the other members 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 CEOs 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 Paunonen 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 AND ACCEPTANCE OF PLEDGE 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 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 is in force until the earliest of: (i) the end of the next Annual General Meeting, or (ii) until 30 June 2024.
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 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 is in force until the earliest of: (i) the end of the next Annual General Meeting, or (ii) until 30 June 2024.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Annual General Meeting approved the Board of Directors’ proposal on amending the Company’s Articles of Association in order to enable that the Company’s Shareholders’ General Meetings can be held completely without a meeting venue as so-called remote meetings. The amendment enters into force upon its registration with the Finnish Trade Register.
