Extraordinary General Meeting 2024
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.
Participating in the General Meeting
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.
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.
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.
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.
Other instructions and information
Afarak Group SE has at the date of notice, 25th 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.
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 on this website. 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.
Annual General Meeting 2023
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.
Participating in the Annual General Meeting
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.
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.
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) Electronically at the address: https://egm.apk.fi/eGM/gm/48368430108_en
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 or corresponding information to Euroclear Finland Oy by email to the address yhtiokokous@euroclear.eu.
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.
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.
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.
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.
Documents of the Annual General Meeting
Afarak 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 this website. Copies of the above-mentioned documents will be sent to shareholders upon request.
The minutes of the Annual General Meeting will be available on 5 July 2023 at the latest.
Notice to Annual General Meeting
The report of the Board of Directors and annual accounts 2022
Annual General Meeting 2022
Afarak Group SE’s Annual General meeting will be held on 1 June 2022. 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 SE will be held on Wednesday 1 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 (375/2021) to limit the spread of the Covid-19 pandemic.
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, 19 May 2022, 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 13 May 2022 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 24 May 2022 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 May 2022 at 10:00 a.m. and will end on 24 May 2022 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]
For shareholders that are natural persons, registration requires strong electronic authentication. When shareholders who are natural persons log into the service through the Company’s website, they are directed to the electronic authentication. After this, a shareholder can in one session register to the Annual General Meeting, authorize another person and vote in advance. Strong electronic authentication can be conducted with online banking codes 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. If a shareholder that is a legal person uses the electronic suomi.fi authorization, registration requires strong electronic authentication from the authorized representative, which can be conducted with online banking codes or a mobile certificate.
b) by mail or email by using an advance voting form.
Advance Voting form
Shareholder may send the advance voting form to Euroclear Finland Ltd by letter to Euroclear Finland, Annual General Meeting / Afarak Group SE, P.O. Box 1110, FI-00101 Helsinki, Finland or by email at yhtiokokous@euroclear.eu.
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 SE 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 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.
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, 19 May 2022, 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 27 May 2022 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 ilmo@afarak.com no later than 12 May 2022 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 May 2022.
A shareholder may ask questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act on topics included in the meeting agenda until 17 May 2022 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 20 May 2022. Shareholders are required to present sufficient evidence of their shareholding in order to ask questions and make counterproposals.
Afarak Group SE has at the date of invitation, 9 May 2022, in total 252,041,814 shares in issue and of which 252,041,814 have voting rights. The company holds in total 5,173,991 shares in treasury.
The company received five questions which can be found below with the answers.
Q: A prerequisite for a directed share issue is often a weighty financial reason. If Afarak carries out the share issue as it has announced, what is or are the weighty reasons for such action? And why now?
A: The company has always sought the permission for a sizeable share issue, and so far, never took advantage of the possibility. We just want to be ready, if opportunities arise.
Q: The company has been undergoing a special audit for almost three (3) years. What is the current state of the audit? What kind of cooperation has taken place with the auditor? When will the final report of the audit be presented to the shareholders this year?
A: The company has fully cooperated with Grant Thornton. Our latest information from GT is that they should be in the terminal phase of the special audit.
Q: How does the company intend to improve its external communication on positive financial results in the future?
A: The company is publishing half year results and quarterly production reports. The company has given a positive outlook in the last production report.
Q: The company’s actions in recent years: In recent years, the company has taken many kinds of action, e.g. delisting from the Finnish Stock Exchange. What is the current state of these actions and why were they originally initiated if they are no longer to be implemented or completed as planned?
A: The company has published a stock exchange release on 24 April 2018 stating that the company puts its plans to delist on hold.
Q: Arrangements for the General Meeting: why is the company acting differently from other companies although it is known that COVID-19 is currently not an object to holding meetings in Finland, and especially since the number of participants in General Meetings has previously been relatively small/limited? Why has the company’s management not been willing to be present at the meeting to talk about what is happening in the company?
A: Many other Finnish companies have chosen the same way. We also noticed that the virtual meetings are much more efficient.
Counterproposals not subject for voting
By the deadline 12 May 2022, the company received counterproposals from a shareholder who proposed that:
A. The Board of Directors withdraws both of its proposals relating to increase of the number of the shares
B. The company will refrain from all new share issuances and other actions that could increase the number of the shares or the number of other comparable instruments, such as special rights that entitle to the shares, until the redemption of the shares ordered by the Finnish Financial Supervisory Authority has been carried out in full.
Since the shareholder who made the counterproposal did not have at least hundredth part of the total shares of the company as required by section 2 of legislation 375/2021, the counterproposals were not subject to vote.
Documents of the Annual General Meeting
Notice to Annual General Meeting as well as the Remuneration Report of Governing Bodies, the Financial Statements 2021 including the report of the Board of Directors, the Auditor’s Report and the Corporate Governance Statement and 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 15 June 2022 at the latest.
Notice to Annual General Meeting 2022
Directors Remuneration Policy
The report of the Board of Directors and annual accounts 2021
Auditor's report 2021
Corporate Governance Statement 2021
AGM Minutes 2022
Annual General Meeting 2021
The Annual General Meeting of Afarak Group SE will be held on Tuesday 29 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 (677/2020) to limit the spread of the Covid-19 pandemic.
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, 16 June 2021, 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 11 June 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 Annual General Meeting by voting in advance, shall register for the Annual General Meeting and vote in advance by 21 June 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 11 June 2021 at 10:00 a.m. and will end on 21 June 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 Annual General Meeting by following means:
a) electronically through the internet service
b) by mail or email by using an:
Advance Voting form
Shareholder may send the advance voting form to Euroclear Finland Ltd by letter to Euroclear Finland, Annual General Meeting / Afarak Group SE, P.O. Box 1110, Helsinki, Finland or by email at yhtiokokous@euroclear.eu.
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 SE 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 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.
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, 16 June 2021, 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 24 June 2021 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 ilmo@afarak.com no later than 10 June 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 11 June 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 14 June 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 17 June 2021. Shareholders are required to present sufficient evidence of their shareholding in order to ask questions and make counterproposals.
Afarak Group SE has at the date of invitation, 7 June 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.
No counterproposals were made by the shareholders. The company received two questions which can be found below with the answers.
Q: At what stage is the special audit?
A: The special audit is ongoing.
Q: How does the company’s result reflect the increase in raw material prices?
A: The price increase of the Ferrochrome commodities has been accepted by the market with a certain delay after the increase in raw material, utilities and freights prices, this happened only during late Q1 2021.
Documents of the Annual General Meeting
Notice to Annual General Meeting, Remuneration Report for Governing Bodies as well as the Annual Report of Afarak Group SE, 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 13 July 2021 at the latest.
Notice to Annual General Meeting 2021
Directors Remuneration Policy
The report of the Board of Directors and annual accounts 2020
Auditor's report 2020
AGM Minutes 2021
Annual General Meeting 2020
Afarak Group SE’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 SE 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:
Advance Voting Form
Shareholder may send the advance voting form to Euroclear Finland Ltd by letter to Euroclear Finland, Annual General Meeting / Afarak Group SE, P.O. Box 1110, Helsinki, Finland or by email at yhtiokokous@euroclear.eu.
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 SE 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 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.
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 ilmo@afarak.com 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 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 10 June 2020. Shareholders are required to present sufficient evidence of their shareholding in order to ask questions and make counterproposals.
Afarak Group SE 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 SE, 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.
Notice to Annual General Meeting 2020
Directors Remuneration Policy
The report of the Board of Directors and annual accounts 2019
Auditor's Report 2019
AGM Minutes 2020
Annual General Meeting 2019
Invitation to Annual General Meeting_2
Conversion plan
Auditor report
AFARAK GROUP PLC AGM MINUTES 2019
Appendix 1 List of votes
Appendix 5 Voting resolutions regarding Sections 18 and 19
Afarak AR 2018
Annual General Meeting 2018
AFARAK GROUP PLC AGM MINUTES 29 May 2018 (English translation of the Minutes)
Appendix 5_Scrutiniser_s Additions_1
English
Extraordinary General Meeting November 2018
Afarak_EGM Minutes_12112018_EN_2
Appendix 1_List of votes_1
Appendix 2_Invitation to EGM_EN_1
Appendix 3_LNS Ltd_s adjusted proposal _1
Extraordinary General Meeting February 2018
AFARAK GROUP PLC EGM MINUTES 5 February 2018 (English translation)_3
Appendix 1_List of votes_3
Appendix 3_Invitation to the Extraordinary General Meeting_1
Appendix 3_Objections
Annual General Meeting 2017
Afarak -AGM Invitation 2017 EN
Afarak AR 2016_ENG_1
AFARAK GROUP PLC AGM MINUTES 23 May 2017 (English translation)_1
Annual General Meeting 2016
The Annual General Meeting of Afarak was held 11th of May 2016 in Helsinki, Finland.
Appendix 3 - Financial Statements
Appendix2-Invitation to the Annual General Meeting
Minutes of AGM 2016
Annual General Meeting 2015
The Annual General Meeting of Afarak was held 8th of May 2015 in Helsinki, Finland.
Appendix 3 - Review of the CEO
Appendix 4 - The Board Member, Markku Knakaala's Presentation
Appendix 5 - Financial Statement 2014_2
Appendix 6 - Auditor's Report 2014
Minutes of the AGM 8 May 2015 (Finnish)_1
Proposed New Candidates 2015
Annual General Meeting 2014
The AGM was held on 8 May 2014 in Helsinki at Restaurant Palace at the address: Eteläranta 10, Helsinki, Finland.
Afarak AGM 2014_1
Afarak_AFS_2013 (3)
AGM_Invitation_EN (2)
DOC230514-23052014102938_1
Tilintakastuskertomus --14
Extraordinary General Meeting 5 July 2013
The EGM was held on 5 July 2013 in Helsinki at Hotel Haven at the address: Unioninkatu 17, 00130, Helsinki, Finland.
Circular EN - Final
EGM_05072013_Kankaala_fin
Invitation-to-EGM-05-07-2013
Ylimaaraisen-yhtiokokouksen-05-07-2013-poytakirja
Annual General Meeting 2013
The AGM was held on 8 May 2013 in Helsinki at G.W. Sundmans at the address: Eteläranta 16, Helsinki, Finland.
Auditors-report-FI-2012
Financial-Statements-2012
Invitation-to-AGM-08-May-2013
Presentation-Kankaala-FI
Review-CEO
Yhtiokokouksen-8-5-2013-poytakirja
Extraordinary General Meeting 11 February 2013
The EGM was held on 11 February 2013 in Helsinki at G.W. Sundmans at the address: Eteläranta 16, 00130, Helsinki, Finland.
Introduction-of-Board-member-Alfredo-Parodi
Introduction-of-Board-member-Lillja
Introduction-of-Board-member-Smart
Invitation-to-EGM-11-February-2013
Shareholder-proposal-9-Members-of-the-Board-of-Directors
Ylimaaraisen-yhtiokokouksen-11-2-2013-poytakirja
Annual General Meeting 2012
The AGM was held on 10 May 2012 in Helsinki at G.W. Sundmans at the address: Eteläranta 16, Helsinki, Finland.
Board-proposal-11-Use-of-profit-and-dividend
Board-proposal-13-Auditor-remuneration
Board-proposal-16-Election-of-the-Auditor
Board-proposal-16-Election-of-the-Auditor
Board-proposal-18-Share-issue-authorisation
Board-proposal-19-Share-acquisition-authorisation
Invitation-to-AGM-10-May-2012
Related-Party-Circular-EWW
Shareholders-proposal-13-Remuneration-of-the-members-Board-of-Directors
Shareholders-proposal-15-Members-of-the-Board-of-Directors
Shareholders-proposal-15-Members-of-the-Board-of-Directors
Varsinaisen-yhtiokokouksen-10-5-2012-poytakirja
Extraordinary General Meeting on 16 June 2011
The EGM was held in Helsinki, at: Hotel Haven, Unioninkatu 17, Helsinki, Finland.
Invitation-to-EGM-16-June-2011
Minutes-of-the-EGM-16-June-2011
Related-Party-Circular
Annual General Meeting 2011
The AGM was held on 11 May 2011 in Helsinki, at: Hotel Haven, Unioninkatu 17, Helsinki, Finland.
Board-proposal-11-Use-of-Profit-and-dividend
Board-proposal-13-Members-of-the-Board-of-Directors-and-Auditor-remuneration
Board-proposal-16-Auditor
Board-proposal-17-Articles-of-Association
Board-proposal-18-Capital-Repayment2
Board-proposal-19-Option-Plan
Board-proposal-21-Share-Issue-Authorisation
Board-proposal-22-Share-Acquisition-Authorisation
Invitation-to-AGM-11-May-2011
Minutes-of-the-AGM-on-11-May-2011
Nomination-Committee-proposal-14-Board-number-AMENDED
Nomination-Committee-proposal-14-Board-number
Nomination-Committee-proposal-15-Board
Nomination-Committee-proposal-20-Share-Issue-Authorisation-Board
Extraordinary General Meeting on 17 November 2010
The EGM was held in Espoo at the address Keilasatama 5.
Extraordinary General Meeting on 11 August 2010
The EGM was held in Espoo at the address Keilasatama 5.
Board-audit-committee-proposal-7
Board-audit-committee-proposal-8
Invitation-to-the-EGM-11-8-2010
Minutes-of-the-EGM-11-August-2010-unofficial
Annual General Meeting 2010
The AGM was held on 21 April 2010 in Espoo at the address Keilasatama 5.
Agenda-21-April-2010
Annual-Report-2009
Auditors-report-2009
Board-Proposal-11-Resolution-on-the-use-of-the-profit-and-the-dividend
Board-Proposal-13-Resolution-on-the-remuneration-of-the-auditor
Board-Proposal-16-Election-of-the-Auditor
Board-Proposal-18-Capital-repayment
Board-Proposal-19-Directed-free-issue
Board-Proposal-20-Authorization-for-the-Board-of-Directors-to-issue-shares
Board-Proposal-21
BoardProposal-17-Amendment-of-the-Articles-of-Association
CEOs-review-at-the-AGM-on-21-April-2010
Introduction-of-boad-member-Pointon
Introduction-of-board-member-Baum
Introduction-of-board-member-Everard
Introduction-of-board-member-Rourke
Invitation-to-AGM-2010
Minutes-of-the-AGM-on-21-April-2010-unofficial
Shareholders-Proposal-13
Shareholders-Proposal-14
Shareholders-Proposal-15-AMENDED
Shareholders-Proposal-15
Annual General Meeting 2009
The AGM was held on 7 May 2009 in Espoo at the address Life Science Center, Keilaranta 14.
Board-proposal-amending-the-articles-of-association
Board-proposal-capital-repayment
Board-proposal-option-plan-I-2005
Board-proposal-option-plan-I-2008
Invitation-to-AGM-2009
Minutes-of-the-AGM-on-7-May-2009-unofficial
Presentation-at-the-AGM-on-7-May-2009
Extraordinary General Meeting on 24 February 2009
The EGM was held in Espoo at the address Keilasatama 5, meeting room Merituuli.
