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INVITATION TO THE ANNUAL GENERAL MEETINGAfarak Group plc invitations shareholders to the Anniversary Accepted Affair to be captivated on 25 June 2019, beginning at 10:00 a.m. (Finnish time) at Union Sq. Auditorium (Flooring K1) Unioninkatu 22, 00130 Helsinki, Finland.Registration begins at 9:30 a.m.A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING:
The Board of Administrators proposes that no allotment from the banking yr disaster on 31 December 2018 is paid.
It’s proposed to the Anniversary Accepted Affair that the accepted accomplishment amalgamation could be saved. The Chairman of the Board shall be paid EUR four,500 per 30 days, the Chairman of the Audit and Threat Administration Board shall be paid EUR 5,550 per ages and all Non-Government Board Associates are paid EUR three,500 per 30 days. Non-Government Board Associates who serve on the Board’s Committees shall be paid added EUR 1,500 per ages for board work. These associates of the Board of Administrators which are admiral of the Aggregation usually are not advantaged to just accept any accomplishment for Board membership. Board Associates shall be compensated for biking and adaptation prices as able-bodied as added prices anon accompanying to Board and Board project in accordance with the corporate’s biking guidelines.The Board of Administrators proposes to the Anniversary Accepted Affair that the aggregation can pay the auditor’s charge adjoin an steadiness that’s inspected by the Firm.
The Nomination and Accomplishment Board proposes to the Anniversary Accepted Affair that the cardinal of associates of the Board of Administrators shall be 4 (four).
The Nomination and Accomplishment Board proposes to the Anniversary Accepted Affair that Dr Jelena Manojlovic, Barry Rourke, Thorstein Abrahamsen and Man Konsbruck can be re-elected for the abutting allotment that begins from the tip of the Accepted Affair and ends on the finish of the Anniversary Accepted Affair in 2020. Shareholders Atkey Ltd and LNS Sources Ltd, settle for bidding their abutment to this angle and can vote on the accessible AGM in favor of it. These shareholders signify 53.60% of the allotment primary of the corporate.
The Board of Administrators proposes to the Anniversary Accepted Affair in keeping with the advocacy by the corporate’s Audit Board that Accustomed Accessible Accountant Agency Ernst & Younger Oy could be re-elected because the accountant of the corporate. Ernst & Younger Oy has proposed that the accountant with the capital albatross could be APA Erkka Talvinko.
The Board of Administrators proposes to the Anniversary Accepted Affair that the Board of Administrators be accustomed to affair accustomed shares and affair banal choices and added applicable rights that baptize to shares.By benefit of the allotment shares might be issued in a single or added tranches as much as a better of 25,000,000 new shares or shares owned by the firm. This equates roughly 9.6 % of the firm’s accepted registered shares. The Board of Administrators would, by benefit of the authorization, be advantaged to adjudge on the allotment points and on the arising of banal choices and added applicable rights that baptize to shares.The Board of Administrators might use the allotment amid added issues to accession added accounts and enabling gathered and enterprise acquisitions or added prepare and investments of enterprise motion or for agent allurement and cost schemes. The Board of Administrators proposes that, by benefit of the authorization, the Board of Administrators can adjudge each on allotment affair adjoin acquittal and on allotment affair afterwards fee. The acquittal of the cable quantity might moreover be fabricated with added utility than cash. The allotment would accommodate applicable to adjudge on derogating from shareholders’ pre-emptive applicable to allotment cable supplied that the altitude set within the Corporations’ Act are fulfilled.The Board of Administrators proposes that the allotment replaces all antecedent authorizations and that it’s correct two (2) years as from the lodging of the Accepted Assembly.
The Board of Administrators proposes to the Accepted Affair that the Accepted Affair would adjudge in keeping with affiliate 9, space 20 of the Corporations’ Act to absolute a allotment arising afterwards acquittal to the aggregation itself. The allotment arising consists of 15,000,000 new shares. The shares are of the aforementioned allotment alternation than absolutely the shares of the aggregation they usually settle for the aforementioned allotment rights as of their allotment than the corporate´s absolute shares.The shares which can be captivated by the aggregation could also be acclimated amid added issues to accession added accounts and enabling gathered and enterprise acquisitions or added prepare and investments of enterprise motion or for agent allurement and cost schemes.The brand new shares can be registered into the Commerce Annals afterwards disproportionate adjournment afterwards which the aggregation will administer for the shares to be about traded on Nasdaq Helsinki Oy.
The Board of Administrators proposes to the Accepted Affair that the Accepted Affair would adjudge to vary the corporate´s aggregation anatomy from a accessible sure aggregation (Oyj) right into a European aggregation (SE) in accordance with the about-face plan lively by the Board of Administrators of the aggregation on 17. Might 2019 and registered into the Commerce Annals on 22. Might 2019.
The Board of Administrators proposes to the Accepted Affair that the Accepted Affair would adjudge that in accordance with space 18 in affiliation to alteration the corporate´s aggregation anatomy the Accepted Affair decides to vary the corporate´s Articles of Affiliation and its space 1 within the abode declared beneath.“Afarak Group SE” has been proposed as the corporate´s aggregation identify within the about-face plan registered within the Commerce Register. The Board of Administrators proposes that space 1 (firm´s aggregation identify and domicile) of the corporate´s Articles of Affiliation can be stricken in accordance with the about-face plan as follows:1. Aggregation identify and abode of the companyThe firm´s aggregation identify is Afarak Group SE and its abode is Helsinki.
B. DOCUMENTS OF THE GENERAL MEETING
Paperwork to be saved on look in accordance with the Finnish Corporations Act are accessible for the shareholders’ evaluation no after than a anniversary afore the Anniversary Accepted Affair on the Firm’s abode on the abode Kaisaniemenkatu four, 00100 Helsinki, Finland. As well as, the abstracts can be accessible no after than 21 canicule afore the Anniversary Accepted Affair on the Firm’s web site on the abode www.afarak.com. Copies of those abstracts can be beatific to the shareholders on request.The annual of the Affair can be accessible on the aloft talked about web site on the newest from 9 July 2019.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING1 Applicable to attendA actor who no after than on 12 June 2019 is registered because the Firm’s actor within the shareholders’ annals of the Aggregation captivated by Euroclear Finland Ltd has the suitable to take part within the Anniversary Accepted Assembly. A actor whose shares are registered on his/her claimed Finnish book-entry annual is registered within the Firm’s shareholders’ register.2 Apprehension to attendA actor adulatory to seem the Anniversary Accepted Affair shall accord apprehension to seem the affair to the Aggregation no after than by four:00 p.m. Helsinki time on 19 June 2019, both:
The apprehension shall be on the Aggregation afore the borderline of the apprehension to attend. In accession to his/her identify, a actor shall acquaint the Aggregation of his/her claimed identification cardinal or enterprise ID, handle, buzz cardinal and the identify of a accessible abettor or proxy adumbrative and the claimed identification cardinal of a proxy consultant. The claimed abstracts of shareholders shall be acclimated alone for functions accompanying to the accepted affair and all-important allotment accompanying thereto.Shareholders accent the accepted affair settle for a applicable to attraction recommendation apropos affairs that are handled by the affair as declared within the Finnish Corporations Act, affiliate 5, space 25.three Utilizing adumbrative and proxiesA actor has a applicable to seem the affair and use his rights by way of a consultant. A proxy adumbrative cost current a anachronous proxy or cost in any other case, in a dependable means, show that he/she has a applicable to signify a shareholder. The Aggregation doesn’t settle for a proxy association accessible for shareholders. If a actor participates within the Anniversary Accepted Affair by company of a number of proxy meeting apery the actor with shares on altered steadiness accounts, the shares by which anniversary proxy adumbrative represents the actor shall be articular in affiliation with the registration.Proxy abstracts must be delivered (as originals) calm with the apprehension to seem to: Afarak Group Plc, Kaisaniemenkatu four, 00100 Helsinki, Finland no after than four:00 p.m. on 19 June 2019.four Holders of appointee registered sharesA holder of appointee registered shares has the suitable to take part within the accepted affair by benefit of such shares, primarily based on which he/she settle for on the almanac date of the accepted affair on 12 June 2019, and is brash to attraction in acceptable time in beforehand all-important directions apropos the allotment within the performing Firm’s shareholders’ annals captivated by Euroclear Finland Ltd., arising of proxy abstracts and allotment for the Anniversary Accepted Affair from his/her babysitter financial institution. The annual administration organisation of the babysitter coffer will annals a holder of appointee registered shares, who desires to take part within the Anniversary Accepted Assembly, to be entered into the Firm’s performing actor annals no after than 10:00 a.m. on 20 June 2019.5 Added directions and informationAfarak Group Plc has on the date of invitation, 29 Might 2019, in absolute 263,040,695 shares in affair and of which 263,040,695 settle for voting rights. The aggregation holds in absolute 1.887.494 shares in treasury.Afarak Group Plc has seem the Abode by the Board of Administrators, the Banking Statements 2018, the Auditor’s Report, the Gathered Governance Annual and the Accomplishment Abode in English and in Finnish. Shareholders might adjustment the abstracts by buzz from cardinal 358 50 372 1130 on weekdays amid 10:00 a.m. and four:00 p.m.Helsinki time. The abstracts can moreover be start from the aggregation web site from abode www.afarak.com.IN HELSINKI, ON 29 MAY 2019.
AFARAK GROUP PLC
BOARD OF DIRECTORS
For added data, amuse contact:Man Konsbruck, CEO, 356 2122 1566, email@example.comJean Paul Fabri, PR Supervisor, 356 2122 1566, firstname.lastname@example.org