MULTITUDE P.L.C. (C 109441) 
ST Business Centre, 120, The Strand 
Gzira, GZR 1027 
Malta 

 

NOTICE OF EXTRAORDINARY GENERAL MEETING OF MULTITUDE P.L.C. 

Notice is given to the shareholders of Multitude P.L.C. (“Company” and/or “Multitude”) that an Extraordinary General Meeting of the Company is to be held on 16 December 2024 at 03:00 p.m. UTC (04:00 p.m. CET) (the “Meeting”). 

The Meeting will be held at the offices of Lenz & Staehelin, Brandschenkestrasse 24, 8027 Zurich, Switzerland. Instructions for participation are provided in section 3 of this notice. 

The Meeting will be conducted in the English language and will be held in person. 

1. MATTERS ON THE AGENDA OF THE MEETING 

At the Meeting, the following matters will be considered: 

General: 

(1) Opening of the Meeting and appointment of chairman 

The appointment of the chairman shall be carried out in terms of article 59 of the Company’s articles of association (the “Articles”). 

(2) Quorum 

In terms of article 56 of the Articles at least one (1) shareholder, present in person or by proxy, entitled to attend and vote at the Meeting shall constitute a quorum. 

Special business (extraordinary resolutions): 

(3) Confirmation of the Swiss Articles of Association  

At an extraordinary general meeting held on 5 September2024, the shareholders approved, inter alia, the redomiciliation of the Company from Malta to Zug, Switzerland (the “Redomiciliation”) as well as the revised articles of association drafted entirely in accordance with Swiss corporate law (the “Swiss Articles of Association”). 

For technical purposes and in the context of the registration of the Company in the commercial register in Zug, Switzerland, the shareholders in general meeting are now required to confirm by means of an extraordinary resolution the approval of the Swiss Articles of Association, which articles will enter into force upon and subject to the Redomiciliation becoming effective. 

The Board therefore proposes that the Meeting adopts the following extraordinary resolution:   

“(1) That, taking note of the resolutions passed at the extraordinary general meeting of the Company held on 5 September 2024 wherein the shareholders approved, inter alia, the redomiciliation of the Company from Malta to Zug, Switzerland (the “Redomiciliation”) as well as the revised articles of association entirely in accordance with Swiss corporate law (the “Swiss Articles of Association”), for technical purposes and in the context of the registration of the Company in the commercial register in Zug, Switzerland, the general meeting hereby resolves, by means of an extraordinary resolution to confirm the approval of the Swiss Articles of Association, which articles will enter into force upon and subject to the Redomiciliation becoming effective. 

(2) That any one director of the Company be hereby authorised to make all declarations, applications and statements as may be required to register the Company as continued in Switzerland and to do all related and ancillary acts and sign and register any documents in connection with the registration of the Company in Switzerland, and generally to do all such things in the interest of the Company as is considered necessary and for it to cease to be registered in Malta and to do all ancillary acts thereto.” 

(4) Closing of the Meeting 

 

2. MEETING MATERIALS 

This notice (which includes the proposals of the Board of Directors relating to the agenda of the Meeting) as well as the Swiss Articles of Association are available on the Company’s website (www.multitude.com). Such documents will also be (a) sent to shareholders who so request and who inform the Company of their mailing address and (b) made available at the Meeting. 

The minutes of the Meeting will be made available on the Company’s website no later than one week after the date of the Meeting. 

3. PARTICIPATION INSTRUCTIONS 

IMPORTANT NOTE: THESE INSTRUCTIONS ARE DIFFERENT TO THE INSTRUCTIONS GIVEN IN PREVIOUS GENERAL MEETINGS OF THE COMPANY WHICH WERE HELD WHILE THE COMPANY WAS STILL REGISTERED IN FINLAND. YOU ARE THEREFORE ADVISED TO READ THE INSTRUCTIONS CAREFULLY AND SEEK ADVICE WHERE NEEDED. YOU ARE ALSO ENCOURAGED TO CONTACT YOUR RESPECTIVE CUSTODIAN / NOMINEE AS SOON AS POSSIBLE. PLEASE SEND AN EMAIL TO agm@multitude.com FOR ANY QUESTIONS YOU MAY HAVE. 

3.1 Record date 

To be entitled to attend and vote at the Meeting (and for the Company to be able to determine the number of votes that may be cast), shareholders must have been entered in the register of members maintained by Clearstream Banking AG (“Clearstream”) on 16 November 2024. 

3.2 Preliminary 

Shareholders are advised to ask their custodian bank / nominee without delay for the necessary information regarding registration for the Meeting, the issuing of proxy documents and voting instructions. In any case, shareholders should ensure that all relevant instructions are submitted by their custodian / nominee to Clearstream as soon as possible, within any applicable deadline. Clearstream will process all instructions received and will transmit them to the Malta Stock Exchange (as ‘issuer CSD’). In turn the Malta Stock Exchange will transmit the aggregated instructions to the Company. 

In terms of the Company’s articles of association, the Company must receive all relevant shareholder instructions from the Malta Stock Exchange (as ‘issuer CSD’) no later than 10:00 a.m. CET on 14 December 2024, and any instructions submitted to the Company after this deadline shall not be treated as valid. Accordingly, shareholders are encouraged to reach out to the respective custodians / nominees as soon as possible in order to ensure that their respective instructions are submitted to Clearstream within any applicable deadline. 

The Meeting will be held in person at the address indicated above. Shareholders and proxy representatives who wish to attend the Meeting will therefore be required to follow the Meeting registration requirements and will be required to make their own arrangements to attend the Meeting.  

3.3 Participation in person 

Shareholders who wish to attend and vote at the Meeting in person must notify their intention to their respective custodians / nominees as soon as possible. Custodians / nominees will in turn be required to notify shareholders’ intention to participate at the Meeting by electronic instruction to Clearstream as soon as possible and in line with any deadlines that may be imposed by Clearstream, which instructions must be delivered in terms of Clearstream’s existing procedures.  

Custodians/nominees may request shareholders’ full names, passport numbers/company registration numbers (or similar), full addresses, date of birth and daytime telephone number, number of shares in the Company, as well as, if applicable, details of proxies. Information submitted in connection with the notification will be computerised and used exclusively for the Meeting.  

3.4 Proxy representatives  

A shareholder, who is entitled to attend and vote at the Meeting, is also entitled to appoint one or more proxies to attend and vote on such shareholder’s behalf. A proxy does not need to be a shareholder. The appointment of a proxy must be in writing and (a) where the shareholder is an individual, be signed by him/her or (b) where the shareholder is a corporation, be signed by a duly authorised officer of the corporation. The proxy form to be used by shareholders is available on the Company’s website: www.multitude.com.  

Proxy forms must clearly indicate whether the proxy is to vote as she/he wishes or in accordance with the voting instructions sheet attached to the proxy form. Shareholders are advised that by submitting voting instructions they will effectively be voting in advance.  

The signed proxy form and, where the shareholder is a corporation, a certified copy of a certificate of registration, constitutive documents or similar document evidencing the signatory right of the officer signing the proxy form, must be submitted to each shareholder’s respective custodian / nominee as soon as possible. Custodians / nominees will in turn be required to deliver shareholders’ proxy data to Clearstream as soon as possible, within any applicable deadline, which data must be delivered in terms of Clearstream’s existing procedures.  

Shareholders are, therefore, encouraged to send or deliver their proxy forms (and, if applicable certified copies of certificates of registration or similar) as soon as possible.  

Notice for the Malta Stock Exchange (as issuer CSD): Aggregated attendance notifications and proxy data processed by and received from Clearstream must be sent by the Malta Stock Exchange to the Company by email at agm@multitude.com not less than 48 hours before the time appointed for the Meeting and in default shall not be treated as valid. 

3.5 Right to ask questions  

Each shareholder (or proxy holder) shall have the right to ask questions which are pertinent and related to items on the agenda of the Meeting to the Company by e-mail to agm@multitude.com by not later than 9 December 2024 by 22:59 (UTC) (23:59 (CET)).  

An answer to a question will not be given in those cases specified in article 70 of the Articles (a copy of which is available on the Company’s website). 

3.6 Other information 

As at the date of this notice the total number of shares in Multitude P.L.C. is 21,723,960 and each of these shares carries one vote. The Company holds 119,300 of its own shares as treasury shares. Pursuant to article 109 of the Maltese Companies Act, those shares which the Company holds in itself do not carry voting rights. Accordingly, the number of voting rights carried by the outstanding shares is 21,604,660. 

Please refer to the document titled ‘Privacy Notice – Extraordinary General Meeting 2024’ available at www.multitude.com for additional information on the processing of personal data. Kindly also refer to Clearstream’s Notice of European Union Data Protection Terms which sets out how sets out how personal data is used, stored, transferred or otherwise processed by Clearstream (https://www.clearstream.com/clearstream-en/about-clearstream/due-diligence/gdpr/dataprotection).   

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In Malta on 22 November 2024 

MULTITUDE P.L.C. 
The Board of Directors