Annual General Meeting 2021 of Fellow Finance

Based on the Act on temporary deviation from the Limited Liability Companies Act to restrict the spread of the Covid-19 epidemic; 677/2020 (the “Temporary Act”), Section 2 paragraph 2, the AGM 2021 of Fellow Finance is organized so that shareholders or their proxy holders may not participate in the AGM in person at the meeting venue. The company’s shareholders and their proxy holders may participate in the AGM and exercise their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance. The AGM is not videotaped or recorded, and shareholders cannot take part to the event via an information technology connection.

Fellow Finance Plc’s Annual General Meeting of Shareholders will be held at Pursimiehenkatu 4 A, 00150 Helsinki, Finland on 31 March 2021 at 14.00. Registration for the Annual General Meeting and advance voting will begin on March 11, 2021 at 4:00 pm and ends on March 24, 2021 at 4:00 pm.

Materials for the Annual General Meeting

Minutes of the Annual General Meeting
Invitation to the Annual General Meeting and the Proposals to the Meeting
Financial Statements and the Auditor's report 2020
Remuneration Policy 2020
Tero Weckroth's, proposed new member to the Board of Directors, resume
Michael Schönach's, proposed new member to the Board of Directors, resume
Karri Haaparinne's, proposed new member to the Board of Directors, resume

According to the shareholder register maintained by Euroclear Finland Oy on March 1, 2021, Tero Weckroth owned 50 000 shares in the company, which is approximately 0.70% of the company's share capital. According to the shareholder register maintained by Euroclear Finland Oy on March 1, 2021, Karri Haaparinne owned 45 708 shares in the company, which is approximately 0.64% of the company's share capital. According to the shareholder register maintained by Euroclear Finland Oy on March 1, 2021, Michael Schönach did not own any shares in the company.

Right to participate in the meeting

In order to prevent the spread of the COVID-19 pandemic, the General Meeting is held so that it will not be possible for shareholders to participate in the General Meeting in person at the meeting venue. No video link will be provided for the shareholders to participate in the meeting. The company’s shareholders may participate in the General Meeting and exercise their shareholder rights only by voting in advance in accordance with the instructions set out below.

Shareholders recorded in the shareholders’ register

Shareholders whose holdings have been registered on the shareholders’ register held by Euroclear Finland Oy on 19 March 2021 may participate in the Annual General meeting. A shareholder whose shares are registered on his/her Finnish book-entry account, is registered in the company’s shareholders’ register. Shareholders may participate in the meeting and use their shareholder rights only by voting as set our below.

Shareholders with nominee registered holdings

Shareholders with nominee registered holdings are entitled to attend the Annual General Meeting by voting in advance on the basis of their shares held on the record date, 19 March 2021, that would entitle them to be included in the shareholders’ register maintained by Euroclear Finland Ltd. Attendance also requires that these shareholders are temporarily registered into the shareholders’ register held by Euroclear Finland Ltd by 10:00 on 26 March 2021. This is deemed to be the registration of a shareholder with nominee registered holdings to attend the Annual General Meeting. Any changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the meeting by voting in advance nor the number of votes of the shareholder.

Shareholders with nominee registered holdings are advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of a letter of proxy and how to register to attend the Annual General Meeting from their custodian bank. The account management organisation of the custodian bank has to register a shareholder with nominee registered holdings, who wants to attend the Annual General Meeting by voting in advance, temporarily into the shareholders’ register of the company no later than the deadline given above and to carry out the advance voting on behalf of the shareholder with nominee registered holding.

Proxy representatives and powers of attorney

Representative of a shareholder may also only participate by voting in advance in the manner instructed above. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Should a shareholder participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.

Proxy documents should be delivered by mail addressed "AGM" Fellow Finance, Pursimiehenkatu 4 A, 00150 Helsinki, by email to sijoittajapalvelu@fellowfinance.fi before the last date for registration and the end of advance voting, by which time the proxy documents must be received. Delivering a proxy document to the company prior to the end of the registration period constitutes due registration for the general meeting, provided that the above information required for registration is provided.

Proxy representatives of shareholders are also required to vote in advance in the manner instructed in this notice.

Registration and advance voting

Notification of participation may be submitted, and advance voting will begin at 16:00 on 11 March 2021 following the deadline for submitting counterproposals. A shareholder registered in the shareholders’ register of the company, who wishes to participate in the General Meeting, must register for the General Meeting and vote in advance no later than by 24 March 2021 at 16:00 by which time the notice of participation and advance votes need to be received.

When registering to attend the Annual General Meeting, individuals are required to provide the following information: the shareholder’s name, personal identity/business identity number, address and phone number. Any personal information given to the company or Innovatics Oy will only be used in connection with the Annual General Meeting and the related processing of necessary registrations.

In connection with the advance voting, the shareholder may vote on certain matters in the agenda and change or cancel the votes given during the voting period.

Shareholders, whose shares are registered on his/her Finnish book-entry account, can submit the notice of participation and vote in advance on certain matters on the agenda between 11 March 2021 at 4.00 pm and 24 March 2021 at 4.00 pm in the following ways:

1. Electronic registration

Electronic registration and voting in advance require strong identification of the shareholder or his or her legal representative or agent with Finnish or Swedish bank IDs or a mobile certificate.

2. By mail or email

A shareholder voting in advance by regular mail or e-mail must deliver an advance voting form or similar information to Innovatics Oy by regular mail to Innovatics Oy, Annual General Meeting / Fellow Finance, Ratamestarinkatu 13 A, 00520 Helsinki or by e-mail to agm@innovatics.fi.

If a shareholder participates in the Meeting by delivering votes in advance by regular mail or e-mail to Innovatics Oy, the delivery of the votes before the deadline for delivering the notice of participation and the votes has expired shall constitute a registration for the Meeting provided that information required for registration set out in the advance voting form is provided.

Further information regarding registration and advance voting is available by telephone during the registration period of the AGM on 010 2818 909 on weekdays from 9.00 to 12.00 and from 13.00 to 16.00.

Counterproposals

Shareholders who hold at least one hundredth of all the shares in the company have a right to make counterproposals on the agenda items, to be placed for a vote. Such counterproposals are required to be sent to the company by email sijoittajapalvelu@fellowfinance.fi no later than by 10 March 2021. In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the General Meeting and that the shareholder holds at least one hundredth of all shares in the company on the record date of the General Meeting. Should the counterproposal not be placed for a vote at the meeting, advance votes in favor of the proposal will not be taken into account. The company will publish the possible counterproposals on this website no later than 11 March 2021 that may be voted on.

Questions

A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act with respect to the matters to be considered at the General Meeting. Such questions may be delivered by email to sijoittajapalvelu@fellowfinance.fi or by mail to the address “AGM”, Fellow Finance, Pursimiehenkatu 4 A, 00150 Helsinki. Such questions from shareholders and the company’s management’s answers to them, and any counterproposals that have not been placed for a vote will be available on this website on 22 March 2021 at the latest. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of their shareholding. Submitting questions does not require registration to the meeting or voting in advance.