Resolutions of Fellow Finance's Annual General Meeting 2021
FELLOW FINANCE PLC COMPANY ANNOUNCEMENT 31.3.2021 AT 4.00 PM
Fellow Finance's Annual General Meeting on 31 March 2021 approved the financial statements and discharged the members of the Board of Directors and the company's CEO from liability for the financial year 2020. It was resolved that, based on the adopted balance sheet for the financial year 2020, 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. Kai Myllyneva and Harri Tilev were re-elected to the Board of Directors. Tero Weckroth, Karri Haaparinne ja Michael Schönach were elected as new members of the Board of Directors. Kai Myllyneva was re-elected as the Chairman of the Board of Directors. The term of office will end at the closing of the next Annual General Meeting.
The members of the board of Directors will be paid an annual remuneration of EUR 15 000 and to the Chairman of the Board of Directors EUR 20 000. 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 re-elected as the company's Auditor for the following term of office. The auditor's fees will be paid against an invoice approved by the company.
Authorisation of the Board of Directors to decide on the conveyance of treasury shares
The Annual General Meeting resolved, in accordance with the proposal by the Board of Directors, that the Board of Directors is authorized 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 is valid until the closing of the next Annual General Meeting, however no longer than 30 June 2022. The previous authorisation of the Board of Directors ended at the Annual General Meeting on 31 March 2021.
Authorisation of the Board of Directors to decide on the issuance of shares and special rights entitling to shares
As proposed by the Board of Directors, the Annual General Meeting resolved to authorize the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act. The authorization covers a maximum of 400 000 shares, which corresponds to approximately 5.6% of all 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 2022. The previous authorisation of the Board of Directors ended at the Annual General Meeting on 31 March 2021.
The minutes of the Annual General Meeting is available on the website www.fellowfinance.com/annual-general-meeting
Further enquiries
Teemu Nyholm: CEO, Fellow Finance Plc, teemu.nyholm@fellowfinance.fi, tel. +358 50 577 1028
Certified advisor: Evli Bank Plc, tel. +358 40 579 6210
Fellow Finance Plc is a loan-based crowdfunding and peer-to-peer lending platform. The company’s mission is to transform the traditional financing and payments to direct transactions between people and businesses. Fellow Finance has intermediated consumer and business financing of more than 700 million euros in Finland, Sweden, Denmark, Germany, Poland and Czech Republic and served more than 900 000 customers. The company is regulated by the Financial Supervisory Authority of Finland as an Authorized Payment Institution and listed on the Nasdaq First North Growth Market Finland. www.fellowfinance.com
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