INVITATION TO THE EXTRAORDINARY GENERAL MEETING
26 March 2024 - 1:29AM
UK Regulatory
INVITATION TO THE EXTRAORDINARY GENERAL MEETING
INVITATION TO THE EXTRAORDINARY GENERAL
MEETING
Afarak Group SE invites shareholders to the
Extraordinary General Meeting to be held on 22 April 2024, 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 AGENDA OF THE
EXTRAORDINARY GENERAL MEETING:
-
Opening of the meeting
-
Calling the meeting to order
-
Approval of the Agenda
-
Election of persons to scrutinize the minutes and to
supervise the counting of votes
-
Recording the legality and quorum of the
meeting
-
Recording the attendance at the meeting and adoption of the
list of votes
-
Presentation of the report of the special
audit
The special audit report, dated 18 March 2024, has
been prepared by Jussi Savio (Authorised Public Accountant). The
conclusion on the conduced audit states as follows:
-
As a whole, we have not identified any concrete issues on account
of which a special audit was ordered due to suspicions.
-
The revenue generated by ore sales is low, especially relative to
the Group's revenue as a whole.
-
Ore has not been sold to Hino Resources Co. Ltd.
- Ore has not been sold to parties
which are with certainty known or suspected to belong to Danko
Koncar's immediate circle. However, the audit does not allow to
establish with certainty which companies are definitely closely
associated with Danko Koncar.
-
The audit did not reveal any sales where ore would have been sold
at a price lower than the world market price. In our view, it is
not possible to conduct this review and draw conclusions completely
unequivocally, due, inter alia, to the possible freight costs
affecting the pricing of the ore and their impact on the selling
price.
-
The audit did not reveal payments for unfounded complaints by ATL
to the suspected companies closely associated with Danko Koncar or
to any other companies.
-
During the 2017 financial period, ATL paid a total of approximately
EUR 11 million through various offsetting procedures to the closely
associated companies. The Company has provided us with explanations
regarding the basis and background of these payments, as described
in the audit report from page 32 onwards. Despite these
clarifications, we felt that we did not have full clarity as to why
such offsetting procedures had been implemented. However, we did
not find any wrongdoings in these payments.
8. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL
MEETING
Afarak Group SE has published the report of the
special audit in the meaning of Section 9 of Chapter 7 of the
Finnish Limited Liability Companies Act and the English translation
of the said report, and they can be found from the company website
www.afarak.com. Copies of the abovementioned documents and of this
Notice will be sent to shareholders upon request.
The minutes of the Extraordinary General Meeting
will be available on the above-mentioned website at the latest from
6 May 2024.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY
GENERAL MEETING
1 Right
to attend
A shareholder who no later than on 10 April 2024
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 General
Meeting shall give notice to attend the meeting to the Company no
later than by 4:00 p.m. Helsinki time on 12 April 2024:
-
Through Euroclear Finland Oy’s website at the address
https://egm.apk.fi/eGM/gm/48370988643_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 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 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, 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 General Meeting by virtue of such
shares based on which he/she on the record date of the general
meeting, i.e. 10 April 2024 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 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 17 April 2024 at 10:00 am.
As regards nominee-registered shares, this constitutes a due
registration for the 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
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 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 Other
instructions and information
Afarak Group SE has at the date of notice, 25
March 2024, in total 277,041,814 shares in issue and of which
277,041,814 have voting rights. The company holds in total
16,041,514 shares in treasury.
IN HELSINKI, ON 25 March 2024.
AFARAK GROUP SE
BOARD OF DIRECTORS
For additional information, please contact:
Guy Konsbruck, CEO, +356 2122 1566,
guy.konsbruck@afarak.com
- Afarak_Special audit report
Afarak (LSE:AFRK)
Historical Stock Chart
From Mar 2024 to Apr 2024
Afarak (LSE:AFRK)
Historical Stock Chart
From Apr 2023 to Apr 2024