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2020-06-18

Fellow Finance Oyj: Resolutions of Fellow Finance Plc's Annual General Meeting on June 17, 2020

Fellow Finance Plc's Annual General Meeting on 17 June 2020 approved the financial statements and discharged the members of the Board of Directors and the company's CEO from liability for the financial year 2019. It was resolved that, based on the adopted balance sheet for the financial year 2019, no dividend shall be paid.

Board of Directors and Auditor

The Annual General Meeting decided that the Board of Directors will consist of five (5) members. The following members were re-elected to the Board of Directors: Kai Myllyneva, Harri Tilev, Teemu Nyholm, Esa Laurila and Jorma Alanne. The term of office will be ending at the closing of the next Annual General Meeting.

The members of the board of Directors will be paid an annual remuneration of EUR 10,000 and to the Chairman of the Board of Directors EUR 15,000. The remuneration is not paid to the members of the Board of Directors who are employed by the company.

Timo Helle, Authorized Public Accountant, from Advico Finland Oy was elected as the Company's Auditor and as a substitute auditor of the auditing firm Revico Grant Thornton Oy for the following term of office. The Auditor's remuneration is according to the Auditor's reasonable invoice as approved by the Company.

Authorisation to the board of directors to decide on the repurchase of own shares

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, that the Board of Directors is authorised to resolve on the repurchase of the Company's own shares in one or several tranches using the Company's unrestricted shareholders' equity as follows:

The maximum number of own shares to be repurchased is 100,000 shares.

The shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders in public trading arranged by Nasdaq Finland Oy for the market price formed at the moment of purchase.

The authorisation valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2021. The previous authorisation of the Board of Directors shall end to the Annual General Meeting on 17 June 2020.

Amendment to the shareholders' nomination board's rules of procedure

The Annual General Meeting resolved, in accordance with the Shareholders' Nomination Board's proposal, to approve the amended Shareholder's Nomination Board's Rules of Procedure so that the following paragraph was deleted:

"A person employed by or in the service of the Company or a member of the Board of Directors cannot be appointed as a member of the Nomination Board, with the exception of the Chairman of the Board of Directors who participates in the Board as a non-voting expert member."

Authorisation of the board of directors to resolve on a share issue and an issue of special rights entitling to shares

The general meeting resolved, in accordance with the proposal of the Board of Directors, that the Board of Directors is authorised to resolve on a share issue and an issue of special rights entitling to shares as referred to in Chapter 10 Section 1 of the Companies Act in one or several tranches, either against payment or without payment as follows.

The aggregate amount of shares to be issued, including the shares to be received based on special rights, must not exceed 400,000 shares. The Board of the Directors may resolve to issue new shares or to transfer own shares possibly held by the company. The proposed maximum number of shares under the authorisation is approximately 5.6% of all the shares in the Company on the date of the Invitation to the Annual General Meeting.

The authorization entitles the Board of Directors to decide on all the terms and conditions related to the issuance of shares and special rights entitling to shares, including the right to deviate from the pre-emptive right of shareholders to subscribe to shares to be issued. It is proposed that the authorisation be used, for example, to pay for company acquisitions, or incentive payments based on the key employees' incentive system, or for other purposes defined by the Board of Directors. In addition, it is proposed that the authorisation would include the right to decide whether the subscription price of the share is subscribed in full or in part in the reserve for invested unrestricted equity or as an increase of the share capital.

The authorisation is valid until the closing of the next Annual General Meeting, however, no longer than 30 June 2021. The previous authorisation of the Board of Directors ended to the Annual General Meeting on 17 June 2020.

Further enquiries:

Jouni Hintikka, CEO, Fellow Finance Plc, jouni.hintikka@fellowfinance.fi,+358 40 585 5009

Certified advisor, Evli Bank Plc, tel. +358 40 579 6210

Fellow Finance Plc launched its operations in 2014 and it is an internationally active and growth-oriented FinTech group that provides crowdfunding services for people and businesses. Fellow Finance is the leading1 Nordic loan-based crowdfunding and peer-to-peer lending platform which has over 850 000 users from around 70 countries. Fellow Finance Plc is regulated by the Financial Supervisory Authority of Finland as an Authorized Payment Institution. Fellow Finance Plc is listed on Nasdaq First North Growth Market Finland and The Company has around 2 500 shareholders.

¹Measured by the amount of financing facilitated. Source: Brismo Market Data (data accessed on 18 June 2020).

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