RESOLUTIONS OF AFARAK GROUP'S ANNUAL GENERAL MEETING
14:00 London, 16:00 , - Afarak ("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 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 ( citizen), Mr Barry Rourke (UK citizen), Mr Ivan Jakovcic (Croatian citizen), Mr (Norwegian citizen) and Mr (Luxembourg citizen) were re-elected.
The AGM resolved the Chairman of the Board shall be paid per month, the Chairman of the shall be paid ,550 and all Board Members are paid per month. Non-executive Board Members who serve on the Board's Committees shall be paid additional 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 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 & was re-elected as the Auditor of the Company. Ernst & Young Oy has informed the Company that the individual with the principal responsibility at , 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 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 , , , , , Taloustieto Incrementum Ky, , Kari Kakkonen, , AJ Elite Value Hedge Sr, and 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.- and the accounting period from 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 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 , , , , , Taloustieto Incrementum Ky, , Kari Kakkonen, , AJ Elite Value Hedge Sr, and exceeds 10%, the proposal was included in the meeting minutes. A shareholder may apply for a special audit from the 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 was unanimously appointed as the Chairman. The Board Committees and their composition are as follows:
The Nomination and Remuneration committee
and sustainable development
Afarak has, on , 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 at the latest on .www.afarakgroup.com
For additional information, please contact:
Jean Paul Fabri, +356 2122 1566,[email protected]
Financial reports and other investor information are available on the Company's
Afarak Group is a specialist alloy producer focused on delivering sustainable
growth with a Speciality Alloys business in southern and a FerroAlloys
business in . The Company is listed on NASDAQ Helsinki (AFAGR) and
the Main Market of the (AFRK).
Quick facts: Afarak Group PLC
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