Ferratum Oyj: NOTICE TO CONVENE FERRATUM OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS

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DGAP-News: Ferratum Oyj / Schlagwort(e): Hauptversammlung
Ferratum Oyj: NOTICE TO CONVENE FERRATUM OYJ'S ANNUAL GENERAL MEETING OF
SHAREHOLDERS

27.03.2018 / 10:30
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.

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NOTICE TO CONVENE FERRATUM OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS

Shareholders of Ferratum Oyj are invited to attend the Annual General
Meeting of the Company on 19 April 2018, commencing at 9.00 a.m. (EEST,
Finnish time) at Restaurant Savoy, Eteläesplanadi 14, Helsinki, Finland. The
reception of persons who have registered for the meeting will commence at
8.15 a.m. (EEST, Finnish time).

The meeting will be held in the English language.

1 MATTERS ON THE AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS

At the General Meeting of Shareholders, the following matters will be
considered:

(1) Opening of the Meeting

(2) Calling the Meeting to Order

(3) Election of Persons to Scrutinize the Minutes and to Supervise the
Counting of Votes

(4) Recording the Legality of the Meeting

(5) Recording the Attendance at the Meeting and Adoption of the List of
Votes

(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 2017

Review by the CEO

(7) Adoption of the Annual Accounts

(8) Resolution on the Use of the Profit Shown on the Balance Sheet and the
Payment of Dividend

The profit for the financial year 2017 of Ferratum Oyj amounted to EUR
18,469,816. Distributable equity of the Company at the end of the financial
year stood at EUR 53,139,380.

The Board of Directors proposes to the Annual General Meeting that, for the
financial year ended 31 December 2017, the Company will distribute a
per-share dividend of EUR 0.18 to a total of EUR 3,883,997 after which
distributable equity would stand at EUR 49,255,383. No dividend is paid to
the own shares held by the Company.

Compared with year-end 2017, no significant changes in the Company's
financial position have taken place. The liquidity of the Company is sound
and, according to the assessment of the Board of Directors, the proposed
payment of dividend does not endanger the solvency of the Company.

The dividend will be paid to shareholders registered in the shareholders'
register of the Company held by Euroclear Finland Ltd on the dividend record
date, 23 April 2018. The dividend will be paid on 30 April 2018.

(9) Resolution on Discharging the Members of the Board of Directors and the
CEO from Liability

(10) Resolution on the Remuneration of the Members of the Board of Directors

The Board of Directors proposes on recommendation of the Remuneration
Committee that the Chairman of the Board of Directors be paid EUR 2,000 per
month and the other members of the Board of Directors EUR 1,500 per month.
Furthermore it is proposed that no remuneration will be paid to the members
who are employees or Managing Directors of the Company or a subsidiary of
the Company.

(11) Resolution on Remuneration of Auditors

The Board of Directors proposes 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.

(12) Resolution on the Number of Members of the Board of Directors

The Board of Directors proposes that the number of members of the Board of
Directors be confirmed as six (6) ordinary members.

(13) Election of the Members, Chairman and Deputy Chairman of the Board of
Directors

The Board of Directors proposes that the following current members of the
Board of Directors be re-elected as members of the Board of Directors for a
term ending at the end of the next Annual General Meeting: Pieter van Groos
as Chairman, Jorma Jokela as Deputy Chairman and Erik Ferm, Lea Liigus,
Juhani Vanhala and Christopher Wang as ordinary members.

The curricula vitae of the proposed members of the Board of Directors are
available on the Company's website at www.ferratumgroup.com.

(14) Election of the Auditor

The Board of Directors proposes on recommendation of the Audit Committee
that audit firm PricewaterhouseCoopers Oy, which has stated that APA Mikko
Nieminen will act as the responsible auditor, be appointed as Auditor to
serve for a term ending at the end of the next Annual General Meeting. The
Auditor proposed herein has given its consent for the election.

(15) Authorisation to the Board of Directors to Decide on the Issuance of
Shares and Special Rights Entitling to Shares

The Board of Directors proposes that the Annual General Meeting authorises
the Board of Directors to decide to issue at maximum 2,026,196 new shares
and to convey the Company's 146,200 own 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 Companies Act, which entitle
to the Company's new shares or the Company's own shares held by the Company
against consideration.

The amount of shares to be issued shall not exceed 2,172,396 shares, which
corresponds to approximately 10.0 per cent of the Company's total amount of
shares.

Shares potentially issued by virtue of the special rights entitling to
shares are included in the aforesaid maximum number of shares.

The authorisation entitles the Board to decide on a directed share issue and
issue of special rights in deviation from the pre-emptive rights of
shareholders subject to the conditions mentioned in the Finnish 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 proposed to be in force until the next Annual General
Meeting, however, no longer than until 30 June 2019.

(16) Closing of the Meeting

2 MEETING MATERIALS

The proposals of the Board of Directors relating to the agenda of the
General Meeting of Shareholders as well as this notice are available on
Ferratum Oyj's website at www.ferratumgroup.com.

The Annual Report of Ferratum Oyj, including the Company's Annual Accounts,
the report of the Board of Directors and the Auditor's report, is available
on the above-mentioned Ferratum Oyj's website.

The proposals for the decisions on the matters on the agenda of the General
Meeting of Shareholders and the Annual Accounts are also available at the
meeting.

Copies of these documents and of this notice will be sent to shareholders
upon request. The minutes of the meeting will be made available on Ferratum
Oyj's website no later than on 3 May 2018.

3 INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING OF SHAREHOLDERS

3.1 Shareholders Registered in Shareholders' Register

Each shareholder who is registered on 9 April 2018 in the shareholders'
register of the Company held by Euroclear Finland Ltd, has the right to
participate in the General Meeting of Shareholders. A shareholder whose
shares are registered on his/her personal book-entry account in the
book-entry system of Euroclear Finland Ltd is registered in the
shareholders' register of the Company.

A shareholder, who is registered in the shareholders' register of the
Company, and who wants to participate in the General Meeting of
Shareholders, shall register for the meeting no later than 16 April 2018 at
3.00 p.m. (CEST, Frankfurt time) by giving a notice of participation. Such
notice can be given:

(a) on the Company's website: www.ferratumgroup.com;

(b) by telephone to +358 40 7248247 (Monday to Friday 9.00 a.m. - 3.00 p.m.
(CEST, Frankfurt time));

(c) by e-mail to ir@ferratum.com;

(d) by regular mail to Ferratum Oyj, Attn: "Annual General Meeting",
Ratamestarinkatu 11 A 00520, Helsinki, Finland.

In connection with the registration, a shareholder shall notify his/her
name, personal identification number or business identity code, address,
telephone number and the name of a possible assistant or proxy
representative and the personal identification number of the proxy
representative. The personal data given to Ferratum Oyj will be used only in
connection with the General Meeting of Shareholders and with the processing
of related registrations.

3.2 Holders of Nominee-registered Shares

A holder of nominee-registered shares has the right to participate in the
General Meeting by virtue of shares, which he/she holds on the record date
of the General Meeting, i.e. on 9 April 2018 and based on which he/she would
be entitled to be registered in the shareholders' register of the Company
held by Euroclear Finland Ltd. The right to participate in the General
Meeting requires, in addition, that the shareholder on the basis of such
shares has been registered into the temporary shareholders' register held by
Euroclear Finland Ltd at the latest by 16 April 2018 at 9.00 a.m. (CEST,
Frankfurt time). In case of nominee-registered shares, temporary
registration in the shareholders' register held by Euroclear Finland Ltd
constitutes due registration for the General Meeting.

A holder of nominee-registered shares is advised to request without delay
the necessary instructions regarding the registration in the shareholders'
register of the Company, the issuing of proxy documents and registration for
the General Meeting of Shareholders from his/her custodian bank. In order
for a holder of nominee-registered shares to have the right to participate
in the General Meeting, the account operator of the custodian bank has to
register a holder of nominee-registered shares into the temporary
shareholders' register of the Company at the latest by the time stated
above.

3.3 Proxy Representatives and Power of Attorney

A shareholder may participate in the General Meeting of Shareholders and
exercise his/her rights at the meeting by way of proxy representation. A
proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at
the General Meeting of Shareholders.

When a shareholder participates in the General Meeting of Shareholders
through several proxy representatives representing the shareholder with
shares on different securities accounts, the shares by which each proxy
representative represents the shareholder shall be identified in connection
with the registration for the General Meeting of Shareholders.

A form of proxy is provided on Ferratum Oyj's website at
www.ferratumgroup.com. The form of proxy is provided for the shareholders'
convenience and it is not necessary to use the form provided on the website.

Possible proxy documents shall be delivered in originals to Ferratum Oyj,
"Annual General Meeting", Ratamestarinkatu 11 A 00520, Helsinki, Finland
before the last date for registration.

3.4 Other Instructions and Information

Pursuant to Chapter 5, section 25 of the Finnish Companies Act, a
shareholder who is present at the general meeting has the right to request
information with respect to the matters to be considered at the Meeting.

On the date of this notice to the General Meeting of Shareholders, dated 27
March 2018, the total number of shares in Ferratum Oyj is 21,723,960 and
each of these shares carries one vote. Ferratum Oyj holds 146,200 of its own
shares as treasury shares. Accordingly, the number of voting rights carried
by the outstanding shares is 21,577,760.

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In Helsinki on 27 March 2018

FERRATUM OYJ
The Board of Directors


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27.03.2018 Veröffentlichung einer Corporate News/Finanznachricht,
übermittelt durch DGAP - ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten,
Corporate News/Finanznachrichten und Pressemitteilungen.
Medienarchiv unter http://www.dgap.de

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   Sprache:        Deutsch
   Unternehmen:    Ferratum Oyj
                   Ratamestarinkatu 11 A
                   00520 Helsinki
                   Finnland
   Internet:       https://www.ferratumgroup.com
   ISIN:           FI4000106299
   WKN:            A1W9NS
   Börsen:         Regulierter Markt in Frankfurt (Prime Standard);
                   Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
                   München, Stuttgart, Tradegate Exchange



   Ende der Mitteilung    DGAP News-Service
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