AFRK Afarak Group Se

 
TIDMAFAGR 
 
 
   09:00 London, 11:00 Helsinki, 7 June 2021 - Afarak Group Plc (LSE: AFRK, 
NASDAQ: AFAGR) 
 
   Notice of Afarak Group Plc's Annual General Meeting 
 
   Notice is given to the shareholders of Afarak Group Plc ("Afarak") of 
the Annual General Meeting to be held on 29 June 2021 at 2 p.m. the 
company's headquarter, address Kaisaniemenkatu 4, 00100 Helsinki, 
Finland. The shareholders of the company may participate in the meeting 
and exercise their shareholder rights only by voting in advance or by 
way of proxy representation and by presenting counterproposals and 
asking questions in advance. It is not possible to attend the meeting in 
person. Instructions for shareholders can be found in part C of this 
Notice. 
 
   The Board of Directors has resolved on exceptional meeting procedures 
based on the temporary legislation (677/2020) which entered into force 
October 3, 2020. In order to prevent the spread of the COVID-19 pandemic 
the company has taken precautionary measures enabled by the temporary 
legislation in order to be able to convene the Annual General Meeting in 
a foreseeable meaning, considering the health and safety of the 
company's shareholders, personnel and other stakeholders. 
 
   The aim is to keep the Annual General Meeting as short as possible, 
while ensuring that all legal obligations are fulfilled. The Members of 
the Board of the Directors or CEO will not participate in the Annual 
General Meeting and there will be no addresses by the Board or 
Management at the meeting. 
 
 
   1. MATTERS ON THE AGA OF THE ANNUAL GENERAL MEETING: 
 
 
   The following matters will be considered at the General Meeting: 
 
   1.   Opening of the meeting 
 
   2.   Calling the meeting to order 
 
   Attorney-at-Law Mika Taberman shall act as the Chairman of the meeting. 
 
   If due to weighty reasons Mika Taberman is not able to act as Chairman, 
the Board shall appoint another person it deems best suitable to act as 
Chairman. 
 
   3.   Election of persons to scrutinize the minutes and to supervise the 
counting of votes 
 
   Attorney-at-law Kalle Klemetti shall scrutinize the minutes and 
supervise the counting of the votes. 
 
   If Kalle Klemetti due to weighty reasons is not able to act as the 
person to scrutinize the minutes and to supervise the counting of the 
votes, the Board shall appoint another person it deems best suitable to 
act as the person 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 
 
   Shareholders attending the meeting shall be those shareholders who have 
voted in advance during the voting period and who in accordance with 
Chapter 5, Sections 6 and 6a of the Finnish Companies Act are entitled 
to attend the meeting. The list of votes will be adopted according to 
the information provided by Euroclear Finland Ltd. 
 
   6.   Presentation of the annual accounts, the Report of the Board of 
Directors and the Auditor's report for the year 2020 
 
   Since the Annual General Meeting may only be attended through advance 
voting, the Financial Statements, the Board of Directors' Report and the 
Auditor's Report, published by the company on 31 March 2021, are 
considered to have been presented to the Annual General Meeting. The 
Financial Statements, the Board of Directors' Report and the Auditor's 
Report are available on the Afarak website 
http://www.afarak.com/en/investors/shareholder-meetings/2021/. 
 
   7.   Adoption of the Group annual accounts, income statement and balance 
sheet 
 
   8.   Resolution on the use of the profit shown on the Balance Sheet and 
the payment of dividend 
 
   The Board of Directors proposes that no dividend from the financial year 
ending on 31 December 2020 is paid. As Afarak Group Plc made a loss for 
the financial year 2020, no minority dividend can be demanded. 
 
   9.   Resolution on the discharge of the members of the Board of 
Directors and the CEO from liability 
 
   10.   Handling of the remuneration report for governing bodies 
 
   Since the Annual General Meeting may only be attended through advance 
voting, the Remuneration Report for Governing Bodies published on 7 June 
2021 is considered to have been presented to the Annual General Meeting. 
The Remuneration report is available on the Afarak website 
http://www.afarak.com/en/investors/shareholder-meetings/2021/. The 
resolution on the Remuneration Report is advisory. 
 
   11.   Resolution on the remuneration of the members of the Board of 
Directors and of the Auditor 
 
   It is proposed to the Annual General Meeting that the Non-executive 
Board Members shall be paid EUR 3,000 per month and the Chairman of the 
board shall be paid an additional EUR 1,500 per month. Non-Executive 
Board Members who serve on the Board's Committees shall be paid 
additional EUR 1,500 per month for committee work. Those members of the 
Board of Directors that are executives of the Company are not entitled 
to receive any remuneration for Board membership. Board Members shall be 
compensated for travel and accommodation expenses as well as other costs 
directly related to Board and Committee work in accordance with the 
company's travel rules. 
 
   The Board of Directors proposes to the Annual General Meeting that the 
company will pay the auditor's fee against an invoice that is inspected 
by the Company. 
 
   12.   Resolution on the number of the members of the Board of Directors 
 
   The Nomination and Remuneration Committee proposes to the Annual General 
Meeting that the number of members of the Board of Directors shall be 
three (3). 
 
   13.   Election of the members of the Board of Directors 
 
   The Nomination and Remuneration Committee proposes to the Annual General 
Meeting that Dr Jelena Manojlovic, Thorstein Abrahamsen and Guy 
Konsbruck will be re-elected for the next mandate that begins from the 
end of the General Meeting and ends at the end of the Annual General 
Meeting in 2022.  Shareholders Atkey Ltd and LNS Resources Ltd, have 
expressed their support to this proposal and will vote at the upcoming 
AGM in favor of it. These shareholders represent 52.66 % of the share 
capital of the company. 
 
   14.   Election of the Auditor 
 
   The company has requested offers regarding it's audit services. For the 
time being, the company have not received an offer suitable for it's 
needs. Thus, the Board of Directors proposes to the Annual General 
Meeting that election of the Auditor shall be decided on separate 
Extraordinal General Meeting held during 2021. 
 
   15.   Authorizing the Board of Directors to decide upon share issue and 
upon issuing other special rights that entitle to shares 
 
   The Board of Directors proposes to the Annual General Meeting that the 
Board of Directors be authorized to issue ordinary shares and issue 
stock options and other special rights that entitle to shares. 
 
   By virtue of the authorization shares could be issued in one or more 
tranches up to a maximum of 50,000,000 new shares or shares owned by the 
company. This equates approximately 19,8 % of the company's current 
registered shares. The Board of Directors would, by virtue of the 
authorization, be entitled to decide on the share issues and on the 
issuing of stock options and other special rights that entitle to 
shares. 
 
   The Board of Directors may use the authorization among other things to 
raise additional finance and enabling corporate and business 
acquisitions or other arrangements and investments of business activity 
or for employee incentive and commitment schemes. The Board of Directors 
proposes that, by virtue of the authorization, the Board of Directors 
can decide both on share issue against payment and on share issue 
without payment. The payment of the subscription price could also be 
made with other consideration than money. The authorization would 
contain right to decide on derogating from shareholders' pre-emptive 
right to share subscription provided that the conditions set in the 
Companies' Act are fulfilled. 
 
   The Board of Directors proposes that the authorization replaces all 
previous authorizations and that it is valid two (2) years as from the 
decision of the General Meeting. 
 
   16.   Closing of the Meeting 
 
   B. DOCUMENTS OF THE GENERAL MEETING 
 
   Afarak Group Plc has published the Report by the Board of Directors, the 
Financial Statements 2020, the Auditor's Report, the Corporate 
Governance Statement and the Remuneration Report in English and in 
Finnish. The documents as well as this Notice can be found from the 
company website from address 
http://www.afarak.com/en/investors/shareholder-meetings/2021/. Copies of 
the above-mentioned documents and of this Notice will be sent to 
shareholders upon request. 
 
   The minutes of the Meeting will be available on the above-mentioned 
website at the latest from 13 July 2021. 
 
   C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING 
 
   Shareholders of the company may only participate in the meeting and 
exercise their shareholder rights by voting in advance or by way of 
proxy representation as well as by submitting counterproposals and 
asking questions in advance in accordance with the below instructions. 
 
   1        Right to attend 
 
   A shareholder who no later than on 16 June 2021 is registered as the 
Company's shareholder in the shareholders' register of the Company held 
by Euroclear Finland Ltd has the right to participate in the Annual 
General Meeting. A shareholder whose shares are registered on his/her 
personal Finnish book-entry account is registered in the Company's 
shareholders' register. 
 
   A shareholder may only participate in the meeting by voting in advance 
or by way of proxy representation and by submitting counterproposals and 
asking questions in advance in accordance with the below instructions. 
 
   2        Registration and advance voting services 
 
   The registration for the meeting and advance voting will begin on 11 

June 2021 at 10:00 am when the deadline for submitting counterproposals 
has passed. A shareholder who is registered in the Shareholders' 
Register of the company and wishes to participate in the Annual General 
Meeting by voting in advance, shall register for the Annual General 
Meeting and vote in advance by 21 June 2021 at 10:00 am by which time 
the registration shall be completed and the votes given. 
 
   Requested information shall be given in connection with the registration 
such as the name, social security number, address and phone number of 
the shareholder. The personal data given to Afarak or Euroclear Finland 
Ltd is used only in connection with the Annual General Meeting and with 
the processing of related registrations. 
 
   Shareholders who have a Finnish book-entry account may register and vote 
in advance on certain items on the agenda of the Annual General Meeting 
during the time period beginning on 11 June 2021 at 10:00 am and ending 
on 21 June 2021 on 10:00 am by the following means: 
 
   a) Through the company's website at 
http://www.afarak.com/en/investors/shareholder-meetings/2021/ 
 
   Please note that the number of the shareholder's book-entry account is 
required for voting in advance. 
 
   b) Through email or mail 
 
   Shareholders may submit the advance voting form available on the 
company's website 
http://www.afarak.com/en/investors/shareholder-meetings/2021/ to 
Euroclear Finland Ltd by email to yhtiokokous@euroclear.eu or by mail to 
Euroclear Finland Ltd, Annual General Meeting / Afarak Group Plc, P.O. 
Box 1110, FI-00101 Helsinki, Finland. 
 
   If a shareholder participates in the Annual General Meeting by way of 
advance voting, voting in advance is considered as registration for the 
meeting if all required information is given. 
 
   Instructions for voting will be available on the company's website at 
http://www.afarak.com/en/investors/shareholder-meetings/2021/ at the 
latest when the advance voting period begins. 
 
   3        Using representative and proxies 
 
   A shareholder may participate in the Annual General Meeting through a 
proxy representative. Also the proxy representative of a shareholder may 
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 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 to Euroclear Finland Oy by mail 
Euroclear Finland Oy, Annual General Meeting / Afarak Group Plc, P.O. 
Box 1110, FI-00101 Helsinki or by email to yhtiokokous@euroclear.eu 
before the last date for registration, by which time the proxy documents 
must be received. 
 
   4        Holders of nominee registered shares 
 
   A holder of nominee-registered shares has the right to participate in 
the Annual General Meeting by virtue of such shares based on which 
he/she on the record date of the general meeting, i.e. 16 June 2021 
would be entitled, to be registered in the Shareholders' Register of the 
company held by Euroclear Finland Ltd. In addition, the right to 
participate in the Annual General Meeting requires that the shareholder 
has been registered on the basis of such shares into the temporary 
Shareholders' Register held by Euroclear Finland Ltd at the latest on 24 
June 2021 at 10:00 am. As regards nominee-registered shares, this 
constitutes a due registration for the Annual General Meeting. Changes 
in shareholding after the record date do not affect the right to 
participate in the meeting or the number of voting rights held in the 
meeting. 
 
   A holder of nominee-registered shares is advised to request without 
delay necessary instructions regarding the registration in the temporary 
shareholders' register of the company, the issuing of proxy documents 
and registration for the Annual General Meeting from his/her custodian 
bank. The account management organization of the custodian bank shall 
register a holder of nominee-registered shares who wants to participate 
in the Annual General Meeting into the temporary shareholders' register 
of the company at the latest by the date stated above. In addition, the 
account management organisation of the custodian bank shall arrange 
advance voting on behalf of the holder of nominee registered shares 
within the registration period for nominee-registered shares. 
 
   Further information is available on the company's website at 
http://www.afarak.com/en/investors/shareholder-meetings/2021/. 
 
   5        Other instructions and information 
 
   Shareholders who hold at least one per cent of all the company's shares 
are entitled to make counter-proposals subject for voting to the agenda 
points of the Annual General Meeting. Such counterproposals shall be 
delivered to the company by email to ilmo@afarak.com no later than 10 
June 2021 at 2:00 p.m. The shareholder submitting the counterproposal 
shall present sufficient evidence on his/her shareholding at the date of 
this notice when delivering the counterproposal. The counterproposal 
shall be handled at the Annual General Meeting if the shareholder is 
entitled to attend the Annual General Meeting and if the shareholder 
holds at least one per cent of all the company's shares on the record 
date of the Annual General Meeting. If a counterproposal is not taken to 
be handled at the Annual General Meeting, votes given for the 
counterproposals will be disregarded. The company shall disclose 
possible counter-proposals subject for voting on the company's website 
at http://www.afarak.com/en/investors/shareholder-meetings/2021/ at the 
latest on 11 June 2021. 
 
   A shareholder may ask questions pursuant to Chapter 5, Section 25 of the 
Finnish Companies Act on topics included in the meeting agenda until 14 
June 2021 at 2:00 pm by email to ilmo@afarak.com. Such shareholders' 
questions and the management's answers thereto as well as possible 
counterproposals not subject for voting will be available on the 
company's website at 
http://www.afarak.com/en/investors/shareholder-meetings/2021/ at the 
latest on 17 June 2021. Shareholders are required to present sufficient 
evidence of their shareholding in order to ask questions and make 
counterproposals. 
 
   Afarak Group Plc has at the date of invitation, 7 June 2021, in total 
252,041,814 shares in issue and of which 252,041,814 have voting rights. 
The company holds in total 6,073,991 shares in treasury. 
 
   IN HELSINKI, ON 7 JUNE 2021. 
 
   AFARAK GROUP PLC 
 
   BOARD OF DIRECTORS 
 
   For additional information, please contact: 
 
   Guy Konsbruck, CEO, +356 2122 1566, 
https://www.globenewswire.com/Tracker?data=izv7mIRN5LyK_mySz9E9y4grFzaEzzvd2zUUchSbJN39UCVaOgKH3ROP0lilgA73Kd8WZZA52-KK1E5NmttHSpbPBnwOsMjzFfXlIogoVUF5TaOuywLRuhsZxGxh1G3J 
guy.konsbruck@afarak.com 
 
   Financial reports and other investor information are available on the 
Company's website: 
https://www.globenewswire.com/Tracker?data=pScUShWEGHwJ8VTeEnRVwCPs_wQMP3v6Z8TtWLau8KkQDdFd1pNDngrH0aimPHSCVfD3T7uIHV5xzjw3YJTdJw== 
www.afarak.com. 
 
   Afarak Group is a specialist alloy producer focused on delivering 
sustainable growth with a Speciality Alloys business in southern Europe 
and a FerroAlloys business in South Africa. The Company is listed on 
NASDAQ Helsinki (AFAGR) and the Main Market of the London Stock Exchange 
(AFRK). 
 
   Distribution: 
 
   NASDAQ Helsinki 
 
   London Stock Exchange 
 
   Main media 
 
   https://www.globenewswire.com/Tracker?data=pScUShWEGHwJ8VTeEnRVwNgY4BtpwDlnvo6xrrai1lBbFgdzsgn7-RqfnJ7RJ06JwmKW1eqT5JGjN_V8nZaXYw== 
www.afarak.com 
 
   Attachment 
 
 
   -- Afarak_Remuneration Report 2020_EN 
      https://ml-eu.globenewswire.com/Resource/Download/ed6b5775-a6cd-4036-827b-78c66c40ab31 
 
 
 
 
 
 
 

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