Notice is given to the shareholders of Afarak Group SE of the Annual General Meeting to be held on 3 June 2025, 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.
The shareholders may also exercise their right to vote at the General Meeting by voting in advance. Instructions for advance voting are provided in this General Meeting notice in section C. “Instructions for the participants in the General Meeting”.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING:
1. Opening of the meeting
2. Calling the meeting to order
3. Approval of the Agenda
4. Election of persons to scrutinize the minutes and to supervise the counting of votes
5. Recording the legality of the meeting
6. Recording the attendance at the meeting and adoption of the list of votes
7. Presentation of the annual accounts, the Report of the Board of Directors, the Auditor’s report and the Assurance Report on the Sustainability Report for the year 2024
Review by the CEO
8. Aodption of the Group annual accounts, income statement and balance sheet
9. Resolution on the use of the profit shown on the Balance Sheet and authorization of the Board of Directors to decide on the distribution of dividend and assets from the reserve for invested unrestricted equity
The Company has reported weaker results, reflecting ongoing macroeconomic uncertainty driven by global market volatility. In light of these conditions, the prudent course of action is to closely monitor developments.
In accordance with the Company’s dividend policy, the target dividend payout ratio in respect to each financial year shall be minimum 10% (ten percent) of the Afarak Group's EBITDA per full year.
The Board of Directors proposes to the Annual General Meeting that based on the balance sheet to be adopted for the financial year ended on 31 December 2024, no dividend is distributed by a resolution of the Annual General Meeting. Instead, the Board proposes to be authorized to resolve in its discretion on the distribution of an aggregate maximum of EUR 0.005 per share as dividend from the retained earnings and/or as assets from the reserve for invested unrestricted equity. The authorization would be valid until 31 December 2025. The Board would make separate resolutions on the amount and timing of distribution of the dividend and/or assets from the reserve for invested unrestricted equity. The Company shall make a separate announcement of such Board resolution.
10. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
11. Consideration of the remuneration report for governing bodies
The Board of Directors proposes that the remuneration report for the Company’s governing bodies for 2024 be approved. The resolution is advisory in accordance with the Finnish Companies Act.
12. Resolution on the remuneration of the members of the Board of Directors, of the Auditor and of the sustainability reporting assurer
It is proposed to the Annual General Meeting that the Non-executive Board Members shall be paid EUR 5,000 per month. The Chairperson of the board shall be paid an additional EUR 1,500 per month. Non-Executive Board Members who serve on the Board's Committees shall be paid additional EUR 1,500 per month for committee work. Those members of the Board of Directors that are executives of the Company are not entitled to receive any remuneration for Board membership. Board Members shall be compensated for travel and accommodation expenses as well as other costs directly related to Board and Committee work in accordance with the company's travel rules.
The Board of Directors proposes to the Annual General Meeting that the company will pay the auditor's fee against an invoice that is inspected by the Company.
The Board of Directors proposes to the Annual General Meeting that the company will pay the sustainability reporting assurer’s fee against an invoice that is inspected by the Company.
13. Resolution on the number of the members of the Board of Directors
The Nomination and Remuneration Committee proposes to the Annual General Meeting that the number of members of the Board of Directors shall be three (3).
14. Election of the members of the Board of Directors
The Nomination and Remuneration Committee proposes to the Annual General Meeting that Dr Jelena Manojlovic and Thorstein Abrahamsen will be re-elected as Board members and Julien Duniague will be elected as a new Board member for the mandate that begins from the end of the Annual General Meeting and ends at the end of the Annual General Meeting in 2026.
The consent of all the candidates for the Board of Directors has been obtained.
15. 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 Tietotili Audit Oy would be re-elected as the auditor of the company. Tietotili Audit Oy has proposed that the auditor with the main responsibility would be APA Urpo Salo.
16. Election of the sustainability reporting assurer
The Board of Directors proposes to the Annual General Meeting according to the recommendation by the company's Audit Committee that Authorized Sustainability Audit Firm Tietotili Audit Oy would be elected as the sustainability reporting assurer of the company for the term ending at the conclusion of the following annual general meeting. Tietotili Audit Oy has proposed that the sustainability reporting assurer with the main responsibility would be authorized sustainability auditor Urpo Salo.
17. Closing of the Meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
Afarak Group SE has published the Report by the Board of Directors, the Financial Statements 2024, the Auditor's Report, the Corporate Governance Statement, the Remuneration Report and the Assurance Report on the Sustainability Report in English and in Finnish. The documents as well as this Notice can be found from the company website from address: https://afarak.com/investors/shareholder-meetings/. Copies of the above-mentioned documents and of this Notice will be sent to shareholders upon request.
The minutes of the Annual General Meeting will be available on the above-mentioned website at the latest from 17 June 2025.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1 Right to attend
A shareholder who no later than on 21 May 2025 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.
2 Notice to attend
Registration for the Annual General Meeting begins on 12 May 2025, at 10:00 a.m. (EET). 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 26 May 2025:
through Euroclear Finland Oy’s website at the address: https://egm.apk.fi/eGM/gm/48374644875_en/; or
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.
3 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.com 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.
4 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. 21 May 2025 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 29 May 2025 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.
5 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 12 May 2025 at 10:00 a.m. (EET) – 26 May 2025 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:
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 available on the Company’s website or corresponding information to Euroclear Finland Oy by email to the address yhtiokokous@euroclear.com.
The advance voting form is available on the Company’s website at the latest from 12 May 2025 at 10:00 a.m. (EET) onwards. 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.
Instructions relating to the electronic advance voting may also be found on the Company’s website at the address https://afarak.com/investors/shareholder-meetings/ at the latest from 12 May 2025 onwards.
6 Other instructions and information
Afarak Group SE has at the date of notice, 9 May 2025, in total 277,041,814 shares in issue and of which 277,041,814 have voting rights. The company holds in total 15,641,514 shares in treasury.
