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 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.
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
For additional information, please contact:
Afarak Group Plc
Guy Konsbruck, CEO, +356 2122 1566, email@example.com
Jean Paul Fabri, PR Manager, +356 2122 1566,
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 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).
London Stock Exchange