16:00 London, 18:00 Helsinki, 4 December 2017 -
Afarak Group Plc ("Afarak" or "the Company") (LSE: AFRK, NASDAQ:
AFAGR)
INVITATION TO THE
EXTRAORDINARY GENERAL MEETING
Afarak Group Plc invites shareholders
to the Extraordinary General Meeting to be held on 5 February 2018,
starting at 2:00 p.m. (Finnish time) at Union Square Auditorium
(Floor K1) Unioninkatu 22, 00130 Helsinki, Finland.
Registration begins at 1:30 p.m.
A. MATTERS ON THE AGENDA OF THE
EXTRAORDINARY GENERAL MEETING:
- Opening
- Election of the Chairman and of the
Secretary
- Approval of the Agenda
- Election of the scrutinizer of the
minutes and vote counting supervisor
- Recording the legality and quorum of
the meeting
- Adoption of voting lists
-
Review by the CEO
- Delisting from the Helsinki Stock
Exchange (Nasdaq Helsinki)
The General Meeting will address the
proposal of the shareholder Kermas Limited that the Board of
Directors would be requested by the earliest practicable date to
present a plan and a time line for an organised process for
Company's delisting from the Helsinki Stock Exchange (Nasdaq
Helsinki).
- Demand for conducting a special
audit in the Company
The General Meeting will address the
demand for conducting a special audit in the Company on the grounds
of the request of a group of shareholders, representing 10.86% of
shares and voting rights *) pursuant to Chapter 5, Section 4 of the
Companies Act to convene a General Meeting.
- Dismissal of the Board of
Directors
The General Meeting will address the
Dismissal of the Board of Directors on the grounds of the request
of a group of shareholders, representing 10.86% of shares and
voting rights pursuant to Chapter 5, Section 4 of the Companies Act
to convene a General Meeting.
The opinion of the Board of Directors
is that there is no need to address this matter in the General
Meeting, due to the fact that all members of the Board of Directors
shall resign on 5 February 2018.
- Election of a new Board of
Directors
Thomas Hoyer, a current Board member,
has informed the Company that he will not stand for
re-election.
- Closing of the Meeting
*) a group of
shareholders, representing 10.86% of shares and voting
rights:
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
Fund, Aarne Simula and Timo Kankaala.
The proposals of the above mentioned group of shareholders,
representing 10.86% of shares and voting rights, relating to the
agenda of the General Meeting are attached as Appendix A in this
invitation in their entirety.
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 19 February 2018.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL
MEETING
1 Right to attend
A shareholder who no later than on 23
January 2018 is registered as the Company's shareholder in a
shareholder register 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 shareholder register.
2 Notice to attend
A shareholder wishing to attend the
Extraordinary General Meeting shall give notice to attend the
meeting to the Company no later than by 4:00 p.m.Helsinki time on
31 January 2018, either:
- by letter to Afarak Group Plc,
Unioninkatu 20-22, 00130 Helsinki, Finland;
- by e-mail to ilmo@afarak.com;
or
- by fax to +358 10 440 7001.
The notice shall be at the Company
before the deadline of the notice to attend.
In addition to his/her name, a shareholder is also requested to
inform the Company of his/her identity number or business ID,
address, phone number and the name of a possible 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
Extraordinary 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 31 January 2018.
4 Holders of nominee
registered shares
A holder of nominee registered shares
is advised to request in good time in advance necessary
instructions regarding the registration in the Company's
shareholder register, 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 31
January 2018.
5 Other instructions and
information
Afarak Group Plc has at the date of
invitation, 5 December 2017, in total 263,040,695 shares in issue
and of which 263,040,695 have voting rights. The company holds in
total 3,409,717 shares in treasury.
IN HELSINKI, ON 5 December 2017.
AFARAK GROUP PLC
BOARD OF DIRECTORS
WWW.AFARAK.COM
For additional information, please contact:
Guy Konsbruck, CEO, +356 2122
1566, guy.konsbruck@afarak.com
Jean Paul Fabri, PR Manager, +356 2122
1566, jp.fabri@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 Helsinki
London Stock Exchange
Main media
www.afarak.com
Afarak_EGM_Appendix A
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
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