NOTICE TO THE ANNUAL GENERAL MEETING
NOTICE TO THE
ANNUAL GENERAL MEETING
Notice is given to the shareholders of Afarak Group
SE of the Annual General Meeting to be held on 21 June 2023,
starting at 10:30 a.m. (Finnish time) at Union Square Auditorium
(Floor K1) Unioninkatu 22, 00130 Helsinki, Finland.
Registration begins at 9:30 a.m.
The shareholders may also exercise their right to
vote at the General Meeting by voting in advance. Instructions for
advance voting are provided in this General Meeting notice in
section C. “Instructions for the participants in the General
Meeting”.
A. MATTERS ON THE AGENDA
OF THE ANNUAL GENERAL
MEETING:
1. Opening
of the meeting
2. Calling the meeting to
order
3. Approval of the
Agenda
4. Election of
persons to scrutinize the minutes
and to supervise the counting of
votes
5. Recording the legality
of the meeting
6. Recording the
attendance at the meeting and
adoption of the list of votes
7. Presentation of the
annual accounts, the Report of the Board of Directors and the
Auditor’s report for the year 2022
8. Adoption of the Group
annual accounts, income statement and balance sheet
9. 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 2022 is paid. As
Afarak Group SE has no distributable funds, no minority dividend
can be demanded.
10. Resolution on the
discharge of the members of the Board of Directors and the
CEO from liability
11.
Consideration of the remuneration report
for governing bodies
The Board of Directors proposes that the
remuneration report for the Company’s governing bodies for 2022 be
approved. The resolution is advisory in accordance with the Finnish
Companies Act.
The remuneration report is published on 31 May 2023
as an attachment to this notice and it is also available on the
Company’s website at
https://afarak.com/investors/shareholder-meetings/.
12. 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 5,000 per
month. The Chairman of the board shall be paid an additional EUR
1,500 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.
13. Resolution
on one-off retroactive additional compensation
to Non-Executive Board members
It is proposed to the Annual General Meeting
that the Non-Executive Board Members Thorstein Abrahamsen and Dr
Jelena Manojlovic shall be paid EUR 50,000 each as a one-off
retroactive additional compensation for during the last couple of
years having taken on substantial more work on a 24/7 availability
basis, to facilitate operating through difficult times with reduced
income during the pandemic and with a lot of changes in the Company
(divestment of assets, downsizing, further development), and
through recovery and significant improved performance of the
Company to its’ best ever financial result in 2022.
14. 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).
15. 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 mandate
that begins from the end of the Annual General Meeting and ends at
the end of the Annual General Meeting in 2024.
The consent of all the candidates for the Board of
Directors has been obtained.
16. 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.
17. Proposal by the Board
of Directors to amend the Articles of
Association
The Board of Directors proposes to the Annual
General Meeting that the Articles of Association are amended by
changing the Article 8 (Call to the General Meeting) so that the
general meeting can be held completely without a meeting venue as a
so-called remote meeting.
Following the changes, the above-mentioned Article
8 of the Articles of Association reads as follows:
“8 Call to the General Meeting
The call to the General Meeting shall be published
on the company's website and as a stock exchange release no earlier
than two (2) months and no later than twenty-one (21) days before
the meeting, however, in any event nine (9) days before the record
date of the General Meeting. The Board of Directors may, at its
discretion, also publish the call to the General Meeting in one or
two national newspapers or by sending the call to the meeting to
the shareholders to their addresses recorded in the share register
by registered mail or other verifiable means. Aside from the
location of the registered office, the General Meeting may also be
held in Espoo, Oulu, Oulunsalo or Vantaa. The Board of Directors
may also decide that the General Meeting will be held without a
meeting venue so that the shareholders will exercise their
decision-making power full-on and on an up-to-date basis by means
of a telecommunications connection and a technical device during
the meeting.”
18. Acquisition of
LL-resources GmbH
-
Presentation of LL-resources GmbH
In accordance with the stock exchange release
published on 12 May 2023, the Company is planning to acquire the
entire share capital of LL-resources GmbH based on the signed
Combination Agreement using the Company's new shares as
consideration (the "Transaction").
The resolution proposals made by the Board of
Directors to the Annual General meeting in this matter are related
to the implementation of the Transaction and form thus a single
entity that the acceptance of each proposal made in this matter
requires that the Annual General Meeting approves all the proposals
of the Board of Directors made in this matter.
a) Approval of
the Transaction and authorization
to the Board of Directors
The Board of Directors proposes that the Annual
General Meeting that the Transaction as detailed in the Circular
dated 31 May 2023, be approved and that the Board of Directors be
authorized to take all such steps as may be necessary or acceptable
in relation thereto and to carry the same into effect with such
modifications, variations, revisions or amendments (providing such
modifications, variations, revisions or amendments are not of a
material nature) as they shall deem necessary or desirable.
The Circular will be published as a stock exchange
release on 31 May 2023 and will also be available as a Board
proposal to the Annual General Meeting on the Company's website at
https://afarak.com/investors/shareholder-meetings/
b)
Authorizing the Board of Directors to
decide upon directed share
issue
The Board of Directors proposes to the Annual
General Meeting that the Board of Directors be authorized to issue
ordinary shares.
By virtue of the authorization shares could be
issued up to a maximum of 140,000,000 new shares. This
equates approximately 52.43
% of the Company’s current registered shares. The
Board of Directors would, by virtue of the authorization, be
entitled to decide on the directed share issue related to the
implementation of the Transaction in such a way that the payment of
the whole subscription price will be made with contribution in kind
(the entire share capital of LL-resources GmbH).
The Board of Directors proposes that the
authorization does not replace the previous authorizations and that
it is valid two (2) years as from the decision of the General
Meeting.
19. 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
93.62 % 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 the previous authorization granted in the
Annual General Meeting in 2022 and that it is valid two (2) years
as from the decision of the General Meeting.
20.
Closing of the
Meeting
B. DOCUMENTS OF
THE ANNUAL GENERAL
MEETINGAfarak Group SE has published the Report by the
Board of Directors, the Financial Statements 2022, 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 Annual General Meeting will be
available on the above-mentioned website at the latest from 5 July
2023.C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE
ANNUAL GENERAL MEETING
1 Right to
attend
A shareholder who no later than on 9 June 2023 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 11 June 2023:
- through Euroclear Finland Oy’s
website at the address: https://egm.apk.fi/eGM/gm/48368430108_en;
or
- by
e-mail to ilmo@afarak.com
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 Annual 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 may participate in the Annual General
Meeting through a proxy representative.
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 SE, 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.
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. 9 June 2023 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 16 June 2023 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.
5 Advance
voting
Shareholders that have a Finnish book-entry account
(including equity savings account) may vote in advance on certain
items on the agenda of the Annual General Meeting during the period
31 May 2023 at 12:00 a.m. (EET) – 11 June 2023 at 4:00 p.m. (EET).
In addition, account managers of custodians may vote in advance on
behalf of holders of nominee-registered shareholders they represent
in accordance with their voting instructions provided by them
within the registration period set for nominee-registered
shares.
A proposal subject to advance voting is considered
to have been presented without amendments at the Annual General
Meeting.
Shareholders that have voted in advance and that
wish to exercise their other rights under the Finnish Companies
Act, such as the right to ask questions, the right to propose
resolutions, the right to demand a vote at the General Meeting or
to vote on any other proposals to be made at the meeting, must
attend the General Meeting at the meeting venue in person or by way
of proxy representation.
Advance voting is possible by the following
means:
a) through the Company’s website at the
address:
https://afarak.com/investors/shareholder-meetings/
For natural persons, the electronic voting in
advance requires strong electronic authentication and the
shareholder may register and vote in advance by logging in with
personal Finnish online banking credentials 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.
b) by email:
A shareholder may send the advance voting form
available on the Company’s website or corresponding information to
Euroclear Finland Oy by email to the address
yhtiokokous@euroclear.eu.
The advance voting form is available on the
Company’s website at the latest from 31 May 2023 at 12:00 a.m.
(EET) onwards. Representatives of a shareholder must in connection
with delivering the voting form produce a dated proxy authorization
document or otherwise in a reliable manner demonstrate their right
to represent the shareholder at the General Meeting.
If a shareholder participates in the General
Meeting by sending votes in advance to Euroclear Finland Oy, the
delivery of the votes before the end of the registration and
advance voting period shall constitute due registration for the
General Meeting, provided that the above-mentioned information
required for registration and advance voting is also delivered.
Instructions relating to the electronic advance
voting may also be found on the Company’s website at the address
https://afarak.com/investors/shareholder-meetings/ at the latest
from 31 May 2023 onwards.
6 Other instructions and
information
Afarak Group SE has at the date of notice, 31 May
2023, in total 267,041,814 shares in issue and of which 267,041,814
have voting rights. The company holds in total 6,541,514 shares in
treasury.
IN HELSINKI, ON 31 MAY 2023.
AFARAK GROUP SEBOARD OF DIRECTORS
For additional information, please contact:
Guy Konsbruck, CEO, +356 2122
1566, guy.konsbruck@afarak.com
APPENDICES
The Remuneration Report for Governing Bodies
2022
- Afarak_Remuneration Report 2022
Afarak (LSE:AFRK)
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