TIDMAFAGR
08:00 London, 10:00 Helsinki, 9 May 2022 - 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 1 June 2022
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 (375/2021) which
entered into force May 8, 2021. 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 2021
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 2022, 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
https://afarak.com/investors/shareholder-meetings/.
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 2021 is paid. As Afarak Group
Plc has no distributable funds, 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 9 May 2022 is considered to have been presented to the
Annual General Meeting. The Remuneration report is available on the
Afarak website https://afarak.com/investors/shareholder-meetings/.
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 3,500 per month. The
Chairman of the board shall be paid an additional EUR 1,500 per
month and Vice Chairperson shall be paid an additional EUR 1,000
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 2023. 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 Board of Directors proposes to the Annual General Meeting
according to the recommendation by the company's Audit Committee
that Authorized Public Accountant Firm Tietotili Audit Oy would be
re-elected as the auditor of the company. Tietotili Audit Oy has
proposed that the auditor with the main responsibility would be APA
Urpo Salo.
15. Directed share issuance without payment to the company
The Board of Directors proposes to the General Meeting that the
General Meeting would decide according to chapter 9, section 20 of
the Companies' Act to direct a share issuance without payment to
the company itself. The share issuance consists of 15,000,000 new
shares. The shares are of the same share series than the existing
shares of the company and they have the same share rights as of
their registration than the company's existing shares.
The shares which will be held by the company may be used 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 new shares will be registered into the Trade Register
without undue delay after which the company will apply for the
shares to be publicly traded on Nasdaq Helsinki Oy.
16. 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 250,000,000 new shares or shares
owned by the company. This equates approximately 99,19 % 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.
17. 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 2021, 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
https://afarak.com/investors/shareholder-meetings/. 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 15 June 2022.
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 19 May 2022 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 13 May 2022 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 24 May 2022 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 13 May 2022 at
10:00 am and ending on 24 May 2022 on 10:00 am by the following
means:
a) Through the company's website at
https://afarak.com/investors/shareholder-meetings/.
For shareholders that are natural persons, registration requires
strong electronic authentication. When shareholders who are natural
persons log into the service through the Company's website, they
are directed to the electronic authentication. After this, a
shareholder can in one session register to the Annual General
Meeting, authorize another person and vote in advance. Strong
electronic authentication can be conducted with online banking
codes or a mobile certificate.
For shareholders that are legal persons, no strong electronic
authentication is required. However, shareholders that are legal
persons must notify their book-entry account number and other
required information. If a shareholder that is a legal person uses
the electronic suomi.fi authorization, registration requires strong
electronic authentication from the authorized representative, which
can be conducted with online banking codes or a mobile
certificate.
b) Through email or mail
Shareholders may submit the advance voting form available on the
company's website
https://afarak.com/investors/shareholder-meetings/ to Euroclear
Finland Ltd by email to yhtiokokous@euroclear.eu
https://www.globenewswire.com/Tracker?data=g_2-gfMS5Jm2owUOes_qlbY_CL3uGNjyRoYnkUyCWj0SV8OMSfFwfOmqj_XhOWGCw3HaDHdHvTbBy6WrSIw3OSyV25iGjvlgS6qefuYCgkc=
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 https://afarak.com/investors/shareholder-meetings/ 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
https://www.globenewswire.com/Tracker?data=g_2-gfMS5Jm2owUOes_qlbY_CL3uGNjyRoYnkUyCWj0AnwZdFYTwzQBAcQ_ZPM_woH_yxr0tPUn4ryKCUdrtp20w-6iZ0-KTwAZQVgDGBbc=
before the last date for registration, by which time the proxy
documents must be received.
Shareholders that are legal persons can also use the electronic
suomi.fi authorization service instead of a traditional proxy
document. In this case, the legal person shall authorize the
authorized representative nominated by the legal person in the
suomi.fi service at suomi.fi/e-authorizations by using the mandate
theme "Representation at the General Meeting". In the General
Meeting service of Euroclear Finland Oy, the authorized
representative shall in connection with registration use strong
electronic authentication and thereafter the electronic
authorization is verified automatically. Strong electronic
authentication can be conducted with online banking codes or a
mobile certificate. Further information is available at
suomi.fi/e-authorizations and on the Company's website at
https://afarak.com/investors/shareholder-meetings/.
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. 19 May 2022 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 27 May 2022 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
https://afarak.com/investors/shareholder-meetings/.
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
https://www.globenewswire.com/Tracker?data=k4H_WAhwnkXkbusMm_qTZefc_IZykEfj_yeOKT10zbYuuRgajNqsCmMsY8OGr2ss5aPo1oECUBYMvi_VpPwxJw==
no later than 12 May 2022 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
https://afarak.com/investors/shareholder-meetings/ at the latest on
13 May 2022.
A shareholder may ask questions pursuant to Chapter 5, Section
25 of the Finnish Companies Act on topics included in the meeting
agenda until 17 May 2022 at 2:00 pm by email to ilmo@afarak.com
https://www.globenewswire.com/Tracker?data=k4H_WAhwnkXkbusMm_qTZWNuw-HUCFOD16aTcn0n32aG-jHx8LSkbsmLxzY1KMvwVf9-M_IfkmNIM2If6H2pNQ==
. 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
https://afarak.com/investors/shareholder-meetings/ at the latest on
20 May 2022. 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, 9 May 2022, in
total 252,041,814 shares in issue and of which 252,041,814 have
voting rights. The company holds in total 5,173,991 shares in
treasury.
IN HELSINKI, ON 9 MAY 2022.
AFARAK GROUP PLC
BOARD OF DIRECTORS
For additional information, please contact:
Guy Konsbruck, CEO, +356 2122 1566,
https://www.globenewswire.com/Tracker?data=nRmmAYazMhyO64LXytTivVmNhLhx3Bb9_ogEwfgB8K5VqMukYPK98Z4_A9prRUGGKh9BWXqkvvll4ICDa40OWAXM9TjqRjBiCSp3VAIv5gHmpQtKVs-1Txji6SOYy4sd
guy.konsbruck@afarak.com
Financial reports and other investor information are available
on the Company's website:
https://www.globenewswire.com/Tracker?data=Ev6SKgEu4znr5KQzeGn_K7PY1oaK8-dk3EedgMHtFssn_VMurlQdpfuXC3VnEXIlN39cxDFoigvtIpfjnunUYg==
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=Ev6SKgEu4znr5KQzeGn_KyKlzrMqQ29oQMhU9J3L_IKWbX4kYW5O1lCbZDoUzLtai1420NWrgSujBbMZYkQdmg==
www.afarak.com
Attachment
-- Afarak_Remuneration Report 2021
https://ml-eu.globenewswire.com/Resource/Download/43c7cef2-de3e-4111-a172-3072314f44c8
(END) Dow Jones Newswires
May 09, 2022 02:48 ET (06:48 GMT)
Copyright (c) 2022 Dow Jones & Company, Inc.
Afarak (LSE:AFRK)
Historical Stock Chart
From Mar 2024 to Apr 2024
Afarak (LSE:AFRK)
Historical Stock Chart
From Apr 2023 to Apr 2024
