Afarak Group Plc Resolutions Of Afarak Group's Annual General Meeting

 
TIDMAFAGR 
 
 
   16:00 London, 17:00 Helsinki, 23 May 2017 - Afarak Group Plc ("Afarak" 
or "the Company") (LSE: AFRK, NASDAQ: AFAGR) Interim Report 
 
   RESOLUTIONS OF AFARAK GROUP'S ANNUAL GENERAL MEETING 
 
   Afarak Group Plc ("Afarak" or the "Company") (LSE: AFRK, NASDAQ: AFAGR) 
is pleased   to announce that all the resolutions proposed at today's 
Annual General Meeting (the "AGM"), as published in the invitation to 
the meeting on 2 May 2017, were unanimously passed. 
 
   The AGM adopted the financial statements and the consolidated financial 
statements and discharged the members of the Board of Directors and the 
CEO from liability for the financial period 2016. The AGM resolved that 
no dividend would be paid for 2016. 
 
   The AGM resolved that a capital redemption of EUR 0.02 per share for the 
year ended on 31 December 2016. The payment will be made from the 
company's fund for invested 
 
   unrestricted equity on 9 June 2017. The capital redemption is to be paid 
to the shareholders who are registered on the company's shareholder 
register maintained by Euroclear Finland Ltd on the record date for 
payment, being 1 June 2017. Shares will commence trading without the 
right to the capital redemption payment on 31 May 2017 in London and 
Helsinki. 
 
   THE BOARD OF DIRECTORS 
 
   The AGM resolved that the Board of Directors would comprise of five (5) 
members:   Dr Jelena Manojlovic (UK citizen), Mr Barry Rourke (UK 
citizen), and Mr Ivan Jakovcic (Croatian citizen) were re-elected.   Mr 
Thomas Hoyer (Finnish citizen) and Mr Thorstein Abrahamsen (Norvegian 
citizen) were elected. 
 
   The AGM resolved the Chairman of the Board shall be paid EUR 4,500 per 
month, the Chairman of the Audit and Risk Management Committee shall be 
paid EUR 5,550 and all Board Members are paid EUR 3,500 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. 
 
   THE AUDITOR 
 
   The AGM resolved that the Company will pay the fee to the auditor 
against an invoice that is reviewed and approved by the Company and that 
according to the recommendation   by the Audit Committee, the Authorised 
Public Accountant Firm Ernst & Young Oy was re-elected as the Auditor of 
the Company. Ernst & Young Oy has informed the Company that the 
individual with the principal responsibility at Ernst & Young Oy, is 
Authorised Public Accountant Erkka Talvinko. 
 
   SHARE ISSUE AND OTHER SPECIAL RIGHTS THAT ENTITLE TO SHARES 
 
   The AGM resolved to authorize the Board of Directors to issue shares and 
stock options and other special rights that entitle to shares in one or 
more tranches up to a maximum of 25,000,000 new shares or shares owned 
by the Company. This equates to approximately 9.6 % of the Company's 
currently registered shares. The authorisation may be used 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. By virtue of the 
authorisation, the Board of Directors can decide both on share issues 
against payment and on share issues without payment.  The payment of the 
subscription price can also be made with consideration other than money. 
The authorisation contains the right to decide on derogating from 
shareholders' pre- emptive right to share subscriptions provided that 
the conditions set in the Finnish Companies' Act are fulfilled. 
 
   The authorisation replaces all previous authorisations and is valid two 
(2) years from the decision of the Annual General Meeting. 
 
   ACQUIRING OF OWN SHARES 
 
   The AGM resolved that the Board of Directors would be authorized to 
decide on the acquiring of company's own shares. 
 
   By virtue of the authorisation for the acquisition 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 authorisation covers acquisition of 
shares in public trade in NASDAQ Helsinki Oy and 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 authorisation   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 AGM resolved that the authorisation 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 AGM resolved that the authorisation replaces all previous 
authorisations and that it is valid 18 months as from the decision of 
the General Meeting. 
 
   THE MEETING OF THE BOARD OF DIRECTORS 
 
   Following the AGM, the Board of Directors held a meeting in which Dr 
Jelena Manojlovic was unanimously appointed as Chairman. 
 
   OTHER INFORMATION 
 
   Afarak Group Plc has, on 23 May 2017, a total of 263,040,695 shares and 
votes and the Company holds in total 3,744,717 of its own shares in 
treasury. The minutes of the Annual General Meeting will be available on 
the internet at the Company's website www.afarakgroup.com at the latest 
on 6 June 2017. 
 
   AFARAK GROUP PLC 
 
   Guy Konsbruck 
 
   CEO 
 
   For additional information, please contact: 
 
   Afarak Group Plc 
 
   Guy Konsbruck, CEO, [phone], [e-mail] 
 
   Jean    Paul    Fabri, PR Manager, [phone], 
 
   [e-mail] 
 
   Financial reports and other investor information are available on the 
Company's 
 
   website: www.afarak.com. 
 
   Afarak Group is a specialist alloy producer focused on delivering 
sustainable 
 
   Growth with a Speciality Alloys business in southern Europe and a 
FerroAlloys 
 
   business in South Africa. The Company is listed on NASDAQ Helsinki 
(AFAGR) and 
 
   the Main Market of the London Stock Exchange (AFRK). 
 
   Distribution: 
 
   NASDAQ Helsinki 
 
   London Stock Exchange 
 
   Main media 
 
   www.afarak.com 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Afarak Group via Globenewswire 
 
 
  http://www.afarakgroup.com 
 

(END) Dow Jones Newswires

May 23, 2017 10:42 ET (14:42 GMT)

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