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

 
TIDMAFAGR 
 
 
   14:00 London,  16:00 Helsinki, 29 May 2018 - Afarak  Group Plc ("Afarak" 
or "the Company") (LSE: AFRK, NASDAQ: AFAGR) 
 
 
 
   RESOLUTIONS OF AFARAK GROUP'S ANNUAL GENERAL MEETING 
 
 
 
   Afarak  Group  Plc  ("Afarak"  or  the  "Company") (LSE: AFRK, NASDAQ: 
AFAGR) announces  that all  the resolutions  proposed at today's Annual 
General  Meeting  (the "AGM"), as published in the  invitation to the 
meeting on 8 May 2018, were 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 2017. The 
AGM resolved that no dividend would be paid for 2017. 
 
   The AGM authorized the board of Directors to decide on its discretion on 
the distribution of assets from the invested unrestricted equity fund in 
quarter four 2018 as follows: The total amount of the capital redemption 
shall be a maximum of EUR 0.02 per share. The authorization is valid 
until the opening of the next Annual General Meeting. The Board of 
Directors can also decide not to use this authorization. The Board of 
Directors shall have a right to decide on other terms and conditions 
related to asset distribution. 
 
 
 
   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), Mr  Ivan Jakovcic  (Croatian citizen), Mr 
Thorstein Abrahamsen (Norwegian citizen) and Mr Guy Konsbruck 
(Luxembourg citizen) were re-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. 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 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 authorization  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  authorization,  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 authorization 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  authorization replaces  all previous  authorizations 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 authorization 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 authorization covers acquisition  of 
shares in public trade in NASDAQ 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 AGM resolved 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 AGM resolved that the authorization replaces all previous 
authorizations and that it is valid 18 months as from the decision of 
the General Meeting 
 
 
 
   PROPOSAL TO CONDUCT A SPECIAL AUDIT 
 
   Joensuun Kauppa ja Kone Oy, Markku Kankaala, Esa Hukkanen, Petri Suokas, 
Tomi Hyttinen, Taloustieto Incrementum Ky, Juhani Lemmetti, Kari 
Kakkonen, Antti Kivimaa, AJ Elite Value Hedge Sr, Aarne Simula and Timo 
Kankaala who hold more than 10 % of the shares in the Company, proposed 
to the AGM that a special audit should be conducted regarding the 
administration and accounts of the Company for the accounting periods of 
1.1.-31.12.2015, 1.1.-31.12.2016, 1.1.-31.12.2017 and the accounting 
period from 1.1.2018 to 31.4.2018 should be ordered, in accordance with 
Chapter 7, Section 7 of the Limited Liability Companies Act. According 
to the proposal, special audit should focus on operations of Afarak and 
its administration, and the legality of the operations should be 
clarified in the special audit, especially regarding and considering 
transactions made with the main shareholder, his controlled corporations 
and other parties and persons closely associated with him. 
 
 
 
   The AGM considered the proposal, and as the shareholding of Joensuun 
Kauppa ja Kone Oy, Markku Kankaala, Esa Hukkanen, Petri Suokas, Tomi 
Hyttinen, Taloustieto Incrementum Ky, Juhani Lemmetti, Kari Kakkonen, 
Antti Kivimaa, AJ Elite Value Hedge Sr, Aarne Simula and Timo Kankaala 
exceeds 10%, the proposal was included in the meeting minutes. A 
shareholder may apply for a special audit from the Regional State 
Administrative Agency of the company's domicile. The application must be 
done within one month after the AGM. 
 
 
 
   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 the Chairman. The 
Board Committees and their composition are as follows: 
 
 
 
   Audit Committee 
 
   Barry Rourke, Chairperson 
 
   Thorstein Abrahamsen, Member 
 
 
 
   The Nomination and Remuneration committee 
 
   Ivan Jakovcic,Chairperson 
 
   Barry Rourke, Member 
 
   Jelena Manojlovic, Member 
 
 
 
   The Committee for Health Safety and sustainable development 
 
   Thorstein Abrahamsen, Chairperson 
 
 
 
 
 
   OTHER INFORMATION 
 
   Afarak  Group Plc has,  on 29 May 2018, a  total of 263,040,695 shares 
and votes and the Company holds in total 2,354,161 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 
12 June 2018. 
 
 
 
 
 
   AFARAK GROUP PLC 
 
   Guy Konsbruck 
 
   CEO 
 
 
 
   For additional information, please contact: 
 
 
 
 
 
   Afarak Group Plc 
 
 
 
   Jean    Paul    Fabri, [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 29, 2018 09:04 ET (13:04 GMT)

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