Notice of Afarak Group Plc's Annual General Meeting
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.
-
MATTERS ON THE AGENDA 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 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 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 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. 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 PLCBOARD OF DIRECTORS
For additional information, please contact:
Guy Konsbruck, CEO, +356 2122
1566, guy.konsbruck@afarak.com
Financial reports and other investor information
are available on the Company's website: 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 HelsinkiLondon Stock
ExchangeMain media
www.afarak.com
- Afarak_Remuneration Report 2021
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