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2014-04-11

Afarak Group: INVITATION TO THE ANNUAL GENERAL MEETING

12:00 London, 14:00 Helsinki, 11 April 2014 - Afarak Group Plc, Stock Exchange
Release

INVITATION TO THE ANNUAL GENERAL MEETING

The shareholders of Afarak Group Plc are invited to attend the Annual General Meeting to be held on 8 May 2014, starting at 10:00 a.m. (Finnish time) in Helsinki at Restaurant Palace at the address: Eteläranta 10, 00130 Helsinki, Finland.
The registration of the participants begins at 9:30 a.m.
A.
MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING:

1.
Opening of the meeting

2.
Election of the chairman and election of the secretary

3.
Approval of the agenda

4.
Election of the scrutinizer of the minutes and the person to supervise the
counting of votes

5.
Recording the legality and quorum of the meeting

6.
Adoption of the list of votes

7.
Review by the CEO

8.
Presentation of the financial statements for the year 2013 and the report of
the Board of Directors

9.
Presentation of the auditor's report

10.
Adoption of the financial statements and the group financial statements

11.
Resolution on the use of the profit and the capital redemption

It is proposed to the Annual General Meeting that the company shall not pay a dividend in respect of the financial year ended on 31 December, 2013.
The Board of Directors proposes to the Annual General Meeting a capital redemption of EUR 0.02 per share for the year ended on 31 December 2013. The payment is proposed to be made from the company's fund for invested unrestricted equity. The capital redemption is repaid to the shareholders who are registered on the company's shareholder register maintained by Euroclear Finland Ltd on the record date for payment, being 13 May 2014. Shares will commence trading without the right to the capital redemption payment on 9 May 2014 in London and Helsinki.
The Board of Directors proposes to the Annual General Meeting that the capital redemption shall be paid by the Company on 22 May 2014.
12.
Resolution on the discharge of the members of the Board of Directors and the
CEO from liability

13.
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 all Board Members would be paid EUR 3,000 per month. Furthermore, the non-executive Board Members who serve on the Board's Committees shall be paid additional EUR 1,500 per month for the committee work. The executive Board members shall not be paid remuneration for their work on the Board of Directors.
The Board of Directors proposes to the Annual General Meeting that the company will pay the fee to the auditor against an invoice that is reviewed and approved by the company.
14.
Resolution on the number of the members of the Board of Directors

It is proposed to the Annual General Meeting that the number of members of the Board of Directors shall be six.
15.
Election of the members of the Board of Directors

It is proposed to the Annual General Meeting that Mr Michael Lillja (Finnish citizen), Mr Markku Kankaala (Finnish citizen), Dr Danko Koncar (Croatian citizen), Dr Jelena Manojlovic (UK citizen), Dr Alfredo Parodi (Italian citizen) and Ms Bernice Smart (UK citizen) will be re-elected for the next mandate that begins from the end of the General Meeting and ends at the end of the Annual General Meeting on 2015.
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 Ernst&Young Oy would be re-elected as the auditor of the company. Ernst&Young Oy has proposed that the auditor with the main responsibility would be APA Erkka Talvinko.
17.
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 24,843,200 new shares or shares owned by the company. This equates approximately 10 % 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 all previous authorizations and that it is valid two (2) years as from the decision of the General Meeting.
18.
Authorizing the Board of Directors to decide on the acquiring of own shares

The Board of Directors proposes to the Annual General Meeting that the Board of Directors would be authorized to decide on the acquiring of company's own shares.
By virtue of the authorization concerning the acquiring of own shares a maximum of 15,000,000 own shares could be acquired with the funds from the company's unrestricted shareholders' equity, however, in such a way that the total number of own shares, which the Company and its subsidiaries have in their possession or as a pledge, does not exceed one tenth of all shares in accordance with Section 11 of Chapter 15 of the Finnish Companies Act. The authorization covers acquisition of shares in public trade in NASDAQ OMX Helsinki Oy and also outside of the public trade. The compensation paid for acquired shares shall be based on the market value.
Derivative contracts, share loan agreements or other agreements may be made within laws and regulations if they are customary to capital market. The authorization entitles the board of directors to make a resolution on acquisition otherwise than in the relation of the shares owned by the shareholders (directed acquisition) according the preconditions set forth in the Companies Act.
The Board of Directors proposes that the authorization concerning the acquisition of own shares would among other things be used in developing the company's capital structure, in financing and executing corporate acquisitions and other arrangements, in executing the company's share-based incentive systems or otherwise in being transferred or cancelled. The acquisition of shares reduces the company's distributable non-restricted shareholders' equity.
The Board of Directors proposes that the authorization replaces all previous authorizations and that it is valid 18 months as from the decision of the General Meeting.
19.
Closing of the Meeting

B.
DOCUMENTS OF THE GENERAL MEETING

The Financial statements, proposals of the Board of Directors presented to the Annual General Meeting and all other documents will be kept on view in accordance with the Finnish Companies Act are available for the shareholders' inspection at least for three weeks preceding the Annual General Meeting at the company headquarters at the address: Kasarmikatu 36, 00130 Helsinki. In addition, the documents will be available for at least 21 days preceding the Annual General Meeting on the company's website at the address www.afarakgroup.com. Copies of these documents will be sent to shareholders on request.
The minutes of the Meeting will be available on the above mentioned website at the latest from 22 May 2014.
C.
INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1.
Right to attend

A shareholder who no later than on 25 April 2014 is registered as the Company's shareholder in a shareholder register 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 shareholder register.
2.
Notice to attend

A shareholder wishing to attend the meeting shall give notice to attend the meeting to the Company no later than by 4:00 p.m. Helsinki time on 5 May 2014, either:
- by letter to Afarak Group Plc, Kasarmikatu 36, 00130 Helsinki;
- by e-mail to ilmo@afarakgroup.com; or
- by fax to +358 9 412 9811.
The notice shall be at the company before the deadline of the notice to attend. A shareholder is requested in addition to name to inform also his/her identity number or business ID, address, phone number and a name of possible representative. The personal data of shareholders shall be used only for purposes related to the general meeting and necessary registration related to that.
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 has a right to attend the meeting and use his rights via representative. A representative must present a dated proxy or must otherwise, in a reliable way, prove that he has a right to represent a shareholder. The Company does not have a proxy template available for shareholders. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.
Possible proxies are asked to be delivered in original form together with the notice to attend to address Afarak Group Plc, Kasarmikatu 36, 00130 Helsinki before the end of notice period 5 May 2014 at 4:00 p.m. Helsinki time.
4.
Holders of nominee registered shares

A holder of nominee registered shares is advised to request in good time in advance necessary instructions regarding the registration in the Company's shareholder register, issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be entered into the Company's temporary shareholder register no later than by 5 May 2014 at 10.00 a.m. Helsinki time.
5.
Other instructions and information

Afarak Group Plc has at the date of invitation, 11 April 2014, in total 248,432,000 shares in issue and of which 248,432,000 have voting rights. The company holds in total 4,244,717 shares in treasury.
Afarak Group Plc has published the Report by the Board of Directors, the Financial Statements 2013, the Auditor's Report, the Corporate Governance Statement and the Remuneration Repo...

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