Extraordinary General Meeting 2021

Afarak Group Plc’s Extraordinary General meeting will be held on 30 August 2021. Participation is possible only through voting in advance as well as by making counterproposals and asking questions in advance

The Extraordinary General Meeting of Afarak Group Plc will be held on Monday 30 August 2021 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 Extraordinary 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 (375/2021) to limit the spread of the Covid-19 pandemic.

In order to prevent the spread of the Covid-19 pandemic, the Extraordinary 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 Extraordinary 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 Extraordinary General Meeting and there will be no addresses by the Board or Management at the meeting.

Participating in the Extraordinary General Meeting

Each shareholder, who on the record date of the Meeting, 18 August 2021, is registered in the shareholders' register of the company 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 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 13 August 2021 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 Extraordinary General Meeting by voting in advance, shall register for the Extraordinary General Meeting and vote in advance by 23 August 2021 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 13 August 2021 at 10:00 a.m. and will end on 23 August 2021 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 Extraordinary General Meeting by following means:

 a) electronically through the internet service,
 b) by mail or email by using the advance voting form: 

Advance Voting Form (135.9 KB)

Shareholder may send the advance voting form to Euroclear Finland Ltd by letter to Euroclear Finland, General Meeting / Afarak Group Plc, P.O. Box 1110, FI-00101 Helsinki, Finland or by email at yhtiokokous@euroclear.eu.

If a shareholder participates in the Extraordinary 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 Extraordinary General Meeting and with the processing of related registrations.

Proxy representatives and powers of attorney

A shareholder may participate in the Extraordinary l 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 Ltd by mail Euroclear Finland Oy, General Meeting / Afarak Group Plc, 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.

Holders of nominee-registered shares

A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting, 18 August 2021, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Extraordinary 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 25 August 2021 by 10.00 a.m. (EEST). As regards nominee registered shares, this constitutes due registration for the Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting. Such counterproposals shall be delivered to the company by email to ilmo@afarak.com no later than 12 August 2021 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 13 August 2021.
A shareholder may ask questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act on topics included in the meeting agenda until 16 August 2021 at 2:00 p.m. by email to ilmo@afarak.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 19 August 2021. 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, 9 August 2021, in total 252,041,814 shares in issue and of which 252,041,814 have voting rights. The company holds in total 6,073,991 shares in treasury.
Documents of the Extraordinary General Meeting

Notice to Extraordinary General Meeting, which contains the proposal made to the Extraordinary General Meeting, as well as the other documents that shall be kept available for the shareholders according to Chapter 5, Section 22 of the Finnish Companies Act are available on this website. Copies of these documents will be sent to shareholders upon request.

No counterproposals were made by the shareholders. Within the timeframe stipulated in the Notice to the Extraordinary General Meeting, the company received the following questions which can be found below with the answers.

Q: Why is the company changing its Auditor just right now?
A:
EY with Mr. Erkka Talvinko as the principal auditor of the company, reached the maximum time limit as an auditor, as described in obligations of listed companies to rotate auditors. At that point EY made an overall assessment and made an internal decision not to continue as the auditor of the company.

Q: Why did the previous auditor not want to continue co-operation with the company?
A:
For internal reasons, as stated above.

Q: How does the new auditor take part in the special audit regarding the company?
A:
The special audit is run separately by a different and completely independent auditor. Neither the previous auditor or the new auditor take part to the special audit.

Q: Why has the special audit lasted two years already?
A:
The special auditor is performing his tasks according to the decision of the Regional State Administrative Agency. The special auditor will decide the content and the schedule of his work and the company has no influence in this regard. Also, the company itself has requested an estimate about the schedule.

Q: How is the company going to publish the findings of the special audit?
A:
As soon as there is a report from the auditing company, we will inform the public. Furthermore, according to Finnish Limited-liability Companies Act, the report of the special audit shall be handled in the Extraordinary General Meeting of the company.

Q: What is the schedule for above mentioned publishment?
A:
As stated above, the schedule is to be decided by the special auditor. The company will inform the public as soon as there is further information available.

Q: How would you describe the co-operation regarding the special audit / how has the co-operation worked out?
A:
The company has given full support to the auditor and the relationship has been professional.

Q: How has the company prepared for possible unforeseen findings of the special audit?
A:
The Company has no reason to believe that there will be any such findings. If there will be any findings, those will be handled according to Finnish Limited-liability Companies Act.

Notice to Extraordinary General Meeting 2021 (96.2 KB)

EGM Minutes (58.2 KB)