Last checked at 25 Jun 2019 13:50
RESOLUTIONS OF AFARAK GROUP PLCâS ANNUAL GENERAL MEETING
13:45 London, 15:45 Helsinki, 25 June 2019 - Afarak Group Plc ("Afarak" or "the Company") (LSE: AFRK, NASDAQ: AFAGR)
RESOLUTIONS OF AFARAK GROUP PLCâS ANNUAL GENERAL MEETING
Afarak Group Plcâs Annual General Meeting was held in Helsinki on June 25, 2019.
The AGM adopted the financial statements and the consolidated financial statements and discharged the members of the Board of Directors and the CEO fromliability for the financial period 2018. The AGM resolved that no dividend would be paid for 2018.
THE BOARD OF DIRECTORSThe AGM resolved that the Board of Directors would comprise of five (5)members: Dr Jelena Manojlovic (UK citizen), Mr Barry Rourke (UK citizen), Mr Thorstein Abrahamsen (Norwegian citizen) and Mr Guy Konsbruck (Luxembourg citizen) were re-elected and Yolanda Yvette Bolleurs-van Wier (Dutch citizen) was elected as a new Board member.
The AGM resolved that all Board members will receive EUR 3,500 a month and will receive additional EUR 1,500 for the committee work. Chairman of the audit committee will receive in addition EUR 500 a month while Chairman of the Board will receive additional EUR 2,000 a month. Those members of the Board of Directors that are executives of the Company are not entitled to receive any remuneration for Board membership or Board Committee work. 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 AUDITORThe AGM resolved that the Company will pay the fee to the auditor against an invoice that is inspected 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.
AUTHORIZATION TO THE BOARD OF DIRECTORS TO DECIDE UPON SHARE ISSUE AND UPON ISSUING 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.
DIRECTED SHARE ISSUANCE WITHOUT PAYMENT TO THE COMPANYThe AGM decided according to chapter 9, section 20 of the Companies' Act to direct a share issuance without payment to the company itself. The share issuance consists of 15,000,000 new shares. The shares are of the same share series than the existing shares of the company and they have the same share rights as of their registration than the company´s existing shares. The shares which will be held by the company 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. The new shares will be registered into the Trade Register without undue delay after which the company will apply for the shares to be publicly traded on Nasdaq Helsinki Oy.
CHANGING OF THE COMPANY´S COMPANY FORM INTO A EUROPEAN COMPANY (SE)The AGM decided to change the company´s company form from a public limited company (Oyj) into a European company (SE) in accordance with the conversion plan signed by the Board of Directors of the company on 17 May 2019 and registered into the Trade Register on 22 May 2019.
CHANGE OF THE ARTICLES OF ASSOCIATION The AGM decided to change the company´s Articles of Association and its section 1 (company´s company name and domicile) in accordance with the conversion plan as follows:1. Company name and domicile of the companyThe company´s company name is Afarak Group SE and its domicile is Helsinki.
THE MEETING OF THE BOARD OF DIRECTORSFollowing the AGM, the Board of Directors held a meeting in which Barry Rourke was unanimously appointed as the Chairperson. The Board Committees and their composition are as follows:
Audit and Risk Management CommitteeYolanda Yvette Bolleurs-van Wier, ChairpersonThorstein Abrahamsen
Remuneration and Nomination CommitteeJelena Manojlovic, ChairpersonThorstein Abrahamsen
Health, Safety and Sustainable Development CommitteeThorstein Abrahamsen, ChairpersonManagement
OTHER INFORMATIONAfarak Group Plc has, on 25 June 2019, a total of 263,040,695 shares and votesand the Company holds in total 1,887,494 of its own shares in treasury.
The minutes of the Annual General Meeting will be available on the internet atthe Company's website www.afarakgroup.com at the latest on 9 July 2019.
AFARAK GROUP PLCGuy KonsbruckCEO
For additional information, please contact:Guy Konsbruck, CEO, +356 2122 1566, guy.konsbruck@afarak.com Jean Paul Fabri, PR Manager, +356 2122 1566, jp.fabri@afarak.comFinancial 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 mediawww.afarak.com