Multitude SE: The Extraordinary General Meeting Of Multitude SE Approved The Transfer Of The Company’s Registered Office From Finland To Malta
Multitude SE: The Extraordinary General Meeting of Multitude SE Approved The Transfer Of The Company’s Registered Office From Finland To Malta
Helsinki, 21 March 2024 – Multitude SE, a listed European FinTech company, offering digital lending and online banking services to consumers, small and medium-sized businesses, and other FinTechs (ISIN: FI4000106299, WKN: A1W9NS) (“Multitude”, “Group” or “Company”) announces that its Extraordinary General Meeting, that was held today, approved the transfer of the Company’s registered office from Finland to Malta as proposed by the Company’s Board of Directors. Additionally, the Extraordinary General Meeting approved certain other related proposals.
Transfer of Registered Office from Finland to Malta
Multitude announced on 17 January 2024 that the Board of Directors of Multitude proposed a transfer of the registered office of Multitude from Finland to Malta in accordance with Article 8 of the Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (“SE Regulation”) (“Transfer”). For the purposes of the Transfer, the Board of Directors had approved a Transfer Proposal (“Transfer Proposal”) in accordance with Article 8 (2) of the SE Regulation. The Transfer Proposal also contained the Company’s new Memorandum and Articles of Association, to which a minor clarification concerning the subscriber of the issued shares of the Company had been made due to Maltese requirements after its original approval by the Board of Directors (“New M&A”).
The Transfer Proposal had been registered in the Finnish Trade Register on 19 January 2024.
Multitude’s Extraordinary General Meeting approved the Transfer Proposal (including, without limitation the New M&A), and resolved on the Transfer in accordance with the Transfer Proposal.
Shareholders, whose shares were registered on their personal Finnish book-entry accounts on the record date of the Extraordinary General Meeting had the right to demand the redemption of shares provided that they voted against the Transfer. No demands for redemption were made.
The completion of the Transfer remains subject to certain other preconditions as set out in the Transfer Proposal, including without limitation obtaining the necessary approvals, consents, non-objections, confirmations, rulings and other declarations by relevant authorities, contracting parties and any other parties.
The Transfer and the New M&A will become effective upon the registration of the Company in the Malta Business Registry. The registration is expected to take place on or around 30 June 2024.
The Transfer constitutes the first phase of the Company’s plan to relocate to Switzerland. As announced by the Company on 5 January 2024, the Company’s intention is that the Transfer would be followed by a conversion of the Company into a public limited liability company governed by the laws of Malta and then an application to have the Company registered in Switzerland pursuant to applicable Maltese and Swiss laws by the end of the year 2024.
In addition to approving the Transfer Proposal and resolving on the Transfer in accordance with the Transfer Proposal, the Extraordinary General Meeting made the following decisions:
Change of Issuer CSD
The Extraordinary General Meeting resolved to change the Company’s issuer central securities depository (CSD) from Euroclear Finland Oy (EFi) to the CSD operated by the Malta Stock Exchange (MSE CSD) and, consequently, remove the Company shares from the book-entry securities depository system maintained by EFi. As a result of this change, the MSE CSD will hold the Company’s share register.
The change of the issuer CSD (and removal from EFi’s book-entry system) will enter into force either on or around the date when the Company will be registered in the Malta Business Registry, or on another date as resolved by the Board of Directors.
The Company will provide its shareholders with further information and instructions regarding the change of the issuer CSD in due course after the Extraordinary General Meeting.
Introduction of Nominal Value and Increase of Share Capital
The Extraordinary General Meeting resolved to amend the Company’s current Articles of Association to introduce for the Company shares a nominal value of EUR 1.85 per share and to increase the Company’s share capital by EUR 55,766 to EUR 40,189,326 by transferring the relevant amount from the invested unrestricted equity fund to share capital.
The purpose of the introduction of the nominal value and the related increase of the share capital is to facilitate the implementation of the Transfer.
Appointment of a Maltese Company Secretary
The Extraordinary General Meeting resolved to appoint Ganado Services Limited (Registration Number: C10785) as the company secretary of the Company with effect from the date of registration of the Company with the Malta Business Registry.
Appointment of a Maltese Auditor
The Extraordinary General Meeting resolved to appoint PricewaterhouseCoopers Malta as the auditor of the Company upon the registration of the Company with the Malta Business Registry.
Contact:
Lasse Mäkelä
Chief Strategy and IR Officer
Phone: +41 79 371 34 17
E-mail: [email protected]
About Multitude SE:
Multitude is a listed European FinTech company, offering digital lending and online banking services to consumers, small and medium-sized businesses, and other FinTechs overlooked by traditional banks. The services are provided through three independent business units, which are served by our internal Banking-as-a-Service Growth Platform. Multitude’s business units are consumer banking (Ferratum), SME banking (CapitalBox) and wholesale banking (Multitude Bank). Multitude Group employs over 700 people in 25 countries and offers services in 16 countries, achieving a combined turnover of 230 million euros in 2023. Multitude was founded in Finland in 2005 and is listed on the Prime Standard segment of the Frankfurt Stock Exchange under the symbol ‘FRU’. www.multitude.com
