Annual General Meeting 2020
Afarak Group Plc’s Annual General meeting will be held on 22 June 2020. Participation is possible only through voting in advance as well as by making counterproposals and asking questions in advance
The Annual General Meeting of Afarak Group Plc will be held on Monday 22 June in the company’s headquarters in Helsinki, Finland. The company’s shareholders and their proxy representatives may participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and asking questions in advance as instructed in the notice to Annual General Meeting and on this page. The Board of Directors of the company has resolved on the exceptional procedure for the Meeting based on the temporary legislative act to limit the spread of the Covid-19 pandemic approved by the Finnish Parliament on 24 April 2020.
In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the Meeting venue. The company has taken precautionary measures enabled by the temporary legislation in order to be able to convene the Annual General Meeting in a foreseeable meaning, considering the health and safety of the company’s shareholders, personnel and other stakeholders.
Due to the exceptional procedure, the Members of the Board of the Directors or CEO will not participate in the Annual General Meeting and there will be no addresses by the Board or Management at the meeting.
Participating in the Annual General Meeting
Each shareholder, who on the record date of the Meeting, 9 June 2020, is registered in the shareholders' register of the company held by Euroclear Finland Oy, 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 shareholders' register of the company.
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.
The registration for the meeting and advance voting will begin on 3 June 2020 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 Annual General Meeting by voting in advance, shall register for the Annual General Meeting and vote in advance by 12 June 2020 at 10:00 a.m. by which time the registration shall be completed and the votes given.
Registration and advance voting
Registration for the meeting and advance voting will begin on 3 June 2020 at 10:00 a.m. and will end on 12 June 2020 at 10:00 a.m.
A shareholder, who has a Finnish book-entry account, may register and vote in advance on certain items on the agenda of the Annual General Meeting by following means:
a) electronically through the internet service
b) by mail or email by using an:
Shareholder may send the advance voting form to Euroclear Finland Ltd by letter to Euroclear Finland, Annual General Meeting / Afarak Group Plc, P.O. Box 1110, Helsinki, Finland or by email at .
If a shareholder participates in the Annual General Meeting by way of advance voting, voting in advance is considered as registration for the meeting if all required information is given.
In connection with the registration, a shareholder or a proxy representative is required to provide the personal information requested. The personal data given to Afarak Group Plc or Euroclear Finland Ltd is used only in connection with the Annual General Meeting and with the processing of related registrations.
Proxy representatives and powers of attorney
A shareholder may participate in the Annual 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 Oy by mail Euroclear Finland Oy, Annual General Meeting / Afarak Group Plc, P.O. Box 1110, FI-00101 Helsinki or by email to email@example.com before the last date for registration, by which time the proxy documents must be received.
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 Annual General Meeting, 9 June 2020, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Oy at the latest by 17 June 2020 by 10.00 a.m. (EEST). As regards nominee registered shares, this constitutes due registration for the Annual General 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.
Counterproposals and questions
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 Annual General Meeting. Such counterproposals shall be delivered to the company by email to firstname.lastname@example.org no later than 2 June 2020 at 2:00 p.m. The shareholder submitting the counterproposal shall present sufficient evidence on his/her shareholding when delivering the counterproposal. The company shall disclose possible counter-proposals subject for voting on this website at the latest on 3 June 2020.
A shareholder may ask questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act on topics included in the meeting agenda until 5 June 2020 at 2:00 p.m. by email to email@example.com. Such shareholders’ questions and the management’s answers thereto as well as possible counterproposals not subject for voting will be available on this website at the latest on 10 June 2020. 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, 29 May 2020, in total 252,041,814 shares in issue and of which 252,041,814 have voting rights. The company holds in total 13,562,599 shares in treasury.
No counterproposals were made by the shareholders. The company received one question which can be found below with the answer.
Q: I would like to know, what is the substantial economical reason for the private offering that is proposed in section 15 of the invite to the shareholders` meeting and to be more specific, is the purpose of the private offering to accumulate funds, in order to finally cash stocks from the Finnish small stockowners as is required from Danko Koncar because of the verdict made by the Finnish financial supervisory authority on February 21, 2018? Secondly I would like to know, is Danko Koncar or Jelena Manojlovic aware of the decision made by the Finnish Supreme administrative Court on April 24th, 2020, which made the verdict by the Finnish financial supervisory authority lawful and non-appealable?
A: Thanks for your question. As we have said many times, the company is not a party to the proceedings against Dr Koncar. The board is aware of the decision of the Finnish Supreme Administrative Court. We even published it officially. Section 15 of the AGM invitation deals with Authorizing the Board of Directors to decide upon share issue and upon issuing other special rights that entitle to shares. As this proposal only concerns the authorization, the substantial economical reasons as well as other conditions set in the Companies' Act will be evaluated by the Board of Directors if the authorization is later used.
Documents of the Annual General Meeting
Notice to Annual General Meeting, the Remuneration Policy as well as the Annual Report of Afarak Group Plc, which includes the Company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report, are available on this website. Copies of these documents will be sent to shareholders upon request.
The minutes of the Annual General Meeting will be available on this website on 6 July 2020 at the latest.