NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF AFARAK GROUP PLC
10:30 London, 12:30 Helsinki, 9 August 2021 - Afarak Group Plc (LSE: AFRK, NASDAQ: AFAGR)
NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF AFARAK GROUP PLC
Notice is given to the shareholders of Afarak Group Plc (“Afarak”) to the Extraordinary General Meeting to be held on 30 August 2021 at 10.00 a.m. at 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 on 8 May 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 Extraordinary General Meeting in a foreseeable meaning, considering the health and safety of the company’s shareholders, personnel and other stakeholders.
The Members of the Board of the Directors or CEO will not participate in the Extraordinary General Meeting and there will be no addresses by the Board or Management at the meeting.
- MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING:
The following matters will be considered at the Extraordinary General Meeting:
- Opening of the meeting
- 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.
- 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.
- Recording the legality of the meeting
- 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.
- Election of the Auditor
The Board of Directors proposes to the Extraordinary General Meeting according to the recommendation by the company's Audit Committee that Tietotili Audit Oy be elected auditor of the company. Tietotili Audit Oy has informed the company that APA Mr. Urpo Salo will be the auditor with principal responsibility.
- Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
This notice, which contains the proposal made to the Extraordinary General Meeting, as well as the other documents that shall be kept available for the shareholders according to Chapter 5, Section 22 of the Finnish Companies Act are available on the Company’s website at http://www.afarak.com/en/investors/shareholder-meetings/2021/extraordinary-general-meeting/. 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 September 2021.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE 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 18 August 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 Extraordinary 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 August 2021 at 10:00 a.m. 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 Extraordinary General Meeting by voting in advance, shall register for the Extraordinary General Meeting and vote in advance by 23 August 2021 at 10:00 a.m. 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 Extraordinary 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 Extraordinary General Meeting during the time period beginning on 13 August 2021 at 10:00 a.m. and ending on 23 August 2021 on 10:00 a.m. by the following means:
a) Through the company’s website at http://www.afarak.com/en/investors/shareholder-meetings/2021/extraordinary-general-meeting/
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/extraordinary-general-meeting/ to Euroclear Finland Ltd by email to [email protected] or by mail to Euroclear Finland Ltd, Extraordinary General Meeting / Afarak Group Plc, P.O. Box 1110, FI-00101 Helsinki, Finland.
If a shareholder participates in the Extraordinary 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/extraordinary-general-meeting/ at the latest when the advance voting period begins.
3 Using representative and proxies
A shareholder may participate in the Extraordinary 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 Ltd by mail Euroclear Finland Oy, Extraordinary General Meeting / Afarak Group Plc, P.O. Box 1110, FI-00101 Helsinki or by email to [email protected] 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 Extraordinary General Meeting by virtue of such shares based on which he/she on the record date of the general meeting, i.e. 18 August 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 Extraordinary 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 25 August 2021 at 10:00 am. As regards nominee-registered shares, this constitutes a due registration for the Extraordinary 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 Extraordinary 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 Extraordinary 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/extraordinary-general-meeting/.
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 Extraordinary General Meeting. Such counterproposals shall be delivered to the company by email to [email protected] no later than 12 August 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 Extraordinary General Meeting if the shareholder is entitled to attend the Extraordinary General Meeting and if the shareholder holds at least one per cent of all the company’s shares on the record date of the Extraordinary General Meeting. If a counterproposal is not taken to be handled at the Extraordinary 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/extraordinary-general-meeting/ at the latest on 13 August 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 16 August 2021 at 2:00 p.m. by email to [email protected]. 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/extraordinary-general-meeting/ at the latest on 19 August 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, 9 August 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 9 AUGUST 2021.
AFARAK GROUP PLC
BOARD OF DIRECTORS
For additional information, please contact:
Guy Konsbruck, CEO, +356 2122 1566, [email protected]
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 Helsinki
London Stock Exchange
Main media
www.afarak.com
