Afarak Group Plc Invitation To The Annual General Meeting

 
TIDMAFAGR 
 
 
   15.30 London, 17.30 Helsinki, May 8, 2018 - Afarak Group Plc ("Afarak" 
or "the Company") 
 
   INVITATION TO THE ANNUAL GENERAL MEETING 
 
   Afarak Group plc invites shareholders to the Annual General Meeting to 
be held on 29 May 2018, starting at 10:00 a.m. (Finnish time) at Union 
Square Auditorium (Floor K1) Unioninkatu 22, 00130 Helsinki, Finland. 
 
   Registration begins at 9:30 a.m. 
 
   A. MATTERS ON THE AGA OF THE ANNUAL GENERAL MEETING: 
 
 
   1. Opening of the meeting 
 
   2. Election of the Chairman and of the Secretary 
 
   3. Approval of the Agenda 
 
   4. Election of  persons to scrutinize the minutes and to supervise the 
      counting of votes 
 
   5. Recording the legality and quorum of the meeting 
 
   6. Adoption of voting lists 
 
   7. Review by the Management of the Company 
 
   8. Presentation of the  annual accounts, the Report of the Board of 
      Directors and the Auditor's report for the year 2017 
 
   9. Adoption of the Group annual accounts , income statement and balance 
      sheet 
 
  10. 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 
2017 is paid. 
 
 
   1. Resolution on the discharge of the members of the Board of Directors and 
      the CEO from liability 
 
 
   1. 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 current 
remuneration package would be kept. The Chairman of the Board shall be 
paid EUR 4,500 per month, the Chairman of the Audit and Risk Management 
Committee shall be paid EUR 5,550 per month and all Non-Executive Board 
Members are paid EUR 3,500 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. 
 
 
   1. 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 
five (5). 
 
 
   1. Election of the members of the Board of Directors 
 
 
   The Nomination and Remuneration Committee proposes to the Annual General 
Meeting that Dr Jelena Manojlovic, Ivan Jakovcic, Barry Rourke, 
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 2019.  Shareholders Atkey Ltd and 
Kermas Ltd, have expressed their support to this proposal and will vote 
at the upcoming AGM in favor of it. These shareholders represent 53.60% 
of the share capital of the company. 
 
   Shareholders Joensuun Kauppa ja Kone Oy, Markku Kankaala, Esa Hukkanen, 
Petri Suokas, Tomi Hyttinen, Taloustieto Incrementum Ky, Juhani Lemmetti, 
Kari Kakkonen, Antti Kivimaa, AJ Elite Value Hedge Sr, Aarne Simula and 
Timo Kankaala, owning shares representing more than one tenth of all the 
shares and votes of the company have informed the Board of Directors 
that they will propose to the Annual General Meeting the election of a 
Board of Directors independent of the company's main shareholder and his 
controlled corporation. The proposal for the composition of the Board of 
Directors will be presented later when it is available and the 
candidates have given their consent to the appointment. 
 
 
   1. 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 Ernst & Young Oy would be re-elected as the 
auditor of the company. Ernst & Young Oy has proposed that the auditor 
with the main responsibility would be APA Erkka Talvinko. 
 
 
   1. Authorization of the Board of Directors to decide on distribution of 
      assets from the invested unrestricted equity fund 
 
 
   The Board of Directors further proposes to the Annual General Meeting 
that the Annual General Meeting would authorize the Board of Directors 
to decide on its discretion on the distribution of assets from the 
invested unrestricted equity fund in quarter four 2018 as follows: 
 
 
 
 
   -- The total amount of the capital redemption would be a maximum of EUR 0.02 
      per share; 
 
   -- The authorization is valid until the opening of the next Annual General 
      Meeting. 
 
 
 
 
   The Board of Directors can also decide not to use this authorization. 
The Board of Directors is proposed to have a right to decide on other 
terms and conditions related to asset distribution. 
 
 
   1. 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 25,000,000 new shares or shares owned  by 
the  company. This equates approximately 9.6 % 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. 
 
 
   1. Authorizing the Board of Directors to decide on the acquiring of own 
      shares 
 
 
   The Board of Directors proposes to the Annual General Meeting that the 
Board of Directors would be authorized to decide on the acquiring of 
company's own shares. 
 
   By virtue of the authorization for the acquisition of own shares, a 
maximum of 15,000,000 own shares could be acquired with the funds from 
the Company's unrestricted shareholders' equity, however, in such a way 
that the total number of own shares, which the Company and its 
subsidiaries have in their possession or as a pledge, does not exceed 
one tenth of all shares in accordance with Section 11 of Chapter 15 of 
the Finnish Companies Act. The authorization covers acquisition of 
shares in public trade in NASDAQ Helsinki Oy and also outside of the 
public trade. The compensation paid for acquired shares shall be based 
on the market value. 
 
   Derivative contracts, share loan agreements or other agreements may be 
made within laws and regulations if they are customary to capital 
market. The authorization entitles the Board of Directors to make a 
resolution on acquisition otherwise than in the relation of the shares 
owned by the shareholders (directed acquisition) according the 
preconditions set forth in the Companies Act. 
 
   The Board of Directors proposes that the authorization concerning the 
acquisition of own shares would among other things be used in developing 
the company's capital structure, in financing and executing corporate 
acquisitions and other arrangements, in executing the company's 
share-based incentive systems or otherwise in being transferred or 
cancelled. The acquisition of shares reduces the company's distributable 
non-restricted shareholders' equity. 
 
   The Board of Directors proposes that the authorization replaces all 
previous authorizations and that it is valid 18 months as from the 
decision of the General Meeting. 
 
 
   1. Special audit 
 
 
   Shareholders Joensuun Kauppa ja Kone Oy, Markku Kankaala, Esa Hukkanen, 
Petri Suokas, Tomi Hyttinen, Taloustieto Incrementum Ky, Juhani Lemmetti, 
Kari Kakkonen, Antti Kivimaa, AJ Elite Value Hedge Sr, Aarne Simula and 
Timo Kankaala, owning shares representing more than one tenth of all the 
shares and votes of the company have informed the Board of Directors 
that they will propose to the Annual General Meeting that a special 
audit of the administration and accounts of the Company for the 
accounting periods of 1.1.-31.12.2015, 1.1.-31.12.2016, 1.1.-31.12.2017 
and the accounting period from 1.1.2018 to 31.4.2018 should be ordered, 
in accordance with Chapter 7, Section 7 of the Limited Liability 
Companies Act. According to the proposal, special audit should focus on 
operations of Afarak and its administration, and the legality of the 
operations should be clarified in the special audit, especially 
regarding and considering transactions made with the main shareholder, 
his controlled corporations and other parties and persons closely 
associated with him. 
 
 
   1. Closing of the Meeting 
 
   B. DOCUMENTS OF THE GENERAL MEETING 
 
 
 
   Documents to be kept on view in accordance with the Finnish Companies 

Act are available for the shareholders' inspection no later than a week 
before the Annual General Meeting at the Company's headquarters at the 
address Unioninkatu 20-22, 00130 Helsinki, Finland.  In addition, the 
documents will be available no later than 21 days before the Annual 
General Meeting on the Company's website at the address www.afarak.com. 
Copies of these documents will be sent to the shareholders on request. 
 
   The minutes of the Meeting will be available on the above mentioned 
website at the latest from 12 June 2018. 
 
 
 
   C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING 
 
   1        Right to attend 
 
   A shareholder who no later than on 17 May 2018 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. 
 
   2        Notice to attend 
 
   A shareholder wishing to attend the Annual General Meeting shall give 
notice to attend the meeting to the Company no later than by 4:00 
p.m.Helsinki time on 23 May 2018, either: 
 
 
   -- by letter to Afarak Group Plc, Unioninkatu 20-22, 00130 Helsinki, 
      Finland; 
 
   -- by e-mail to [e-mail]; or 
 
   -- by fax to [phone]. 
 
 
   The notice shall be at the Company before the deadline of the notice to 
attend. 
 
   In addition to his/her name, a shareholder shall inform the Company of 
his/her personal identification number or business ID, address, phone 
number and the name of a possible assistant or proxy representative and 
the personal identification number of a proxy representative. The 
personal data of shareholders shall be used only for purposes related to 
the general meeting and necessary registration related thereto. 
 
   Shareholders attending the general meeting have a right to request 
information concerning matters which are dealt with by the meeting as 
stated in the Finnish Companies Act, chapter 5, section 25. 
 
   3        Using representative and proxies 
 
   A shareholder has a right to attend the meeting and use his rights via a 
representative. A proxy representative must present a dated proxy or 
must otherwise, in a reliable way, prove that he/she has a right to 
represent a shareholder. The Company does not have a proxy template 
available for shareholders. If a shareholder participates in the Annual 
General Meeting by means of several proxy representatives representing 
the shareholder with shares on different securities accounts, the shares 
by which each proxy representative represents the shareholder shall be 
identified in connection with the registration. 
 
   Proxy documents should be delivered (as originals) together with the 
notice to attend to: Afarak Group Plc, Unioninkatu 20-22, 00130 Helsinki, 
Finland no later than 4:00 p.m. on 24 May 2018. 
 
   4        Holders of nominee registered shares 
 
   A holder of nominee registered shares has the right to participate in 
the general meeting by virtue of such shares, based on which he/she have 
on the record date of the general meeting on 17 May 2018,  and is 
advised to request in good time in advance necessary instructions 
regarding the registration in the temporary Company's shareholders' 
register held by Euroclear Finland Ltd., issuing of proxy documents and 
registration for the Annual General Meeting from his/her custodian bank. 
The account management organisation of the custodian bank will register 
a holder of nominee registered shares, who wants to participate in the 
Annual General Meeting, to be entered into the Company's temporary 
shareholder register no later than 10:00 a.m. on 24 May 2018. 
 
   5        Other instructions and information 
 
   Afarak Group Plc has at the date of invitation, 8 May 2018, in total 
263,040,695 shares in issue and of which 263,040,695 have voting rights. 
The company holds in total 2,854,161 shares in treasury. 
 
   Afarak Group Plc has published the Report by the Board of Directors, the 
Financial Statements 2017, the Auditor's Report, the Corporate 
Governance Statement and the Remuneration Report in English and in 
Finnish. Shareholders may order the documents by phone from number +358 
50 372 1130 on weekdays between 10:00 a.m. and 4:00 p.m.Helsinki time. 
The documents can also be found from the company website from address 
www.afarak.com. 
 
   IN HELSINKI, ON 8 MAY 2018. 
 
 
 
   AFARAK GROUP PLC 
 
   BOARD OF DIRECTORS 
 
 
 
   For additional information, please contact: 
 
   Guy Konsbruck, CEO, [phone], [e-mail] 
 
   Jean Paul Fabri, PR Manager, [phone], [e-mail] 
 
 
 
   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 
 
 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Afarak Group via Globenewswire 
 
 
  http://www.afarakgroup.com 
 

(END) Dow Jones Newswires

May 08, 2018 10:30 ET (14:30 GMT)

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