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RESOLUTIONS OF AFARAK GROUP PLC’S ANNUAL GENERAL MEETING17:30 London, 19:30 Helsinki, 22 June 2020 - Afarak Group Plc ("Afarak" or "the Company") (LSE: AFRK, NASDAQ: AFAGR)
RESOLUTIONS OF AFARAK GROUP PLC’S ANNUAL GENERAL MEETING
Afarak Group Plc’s Annual General Meeting was held at the Company’s headquarter in Helsinki on June 22, 2020 under special arrangements due to the COVID-19 pandemic.
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 2019. The AGM resolved that no dividend would be paid for 2019. The AGM also adopted the Remuneration Policy for the Company’s governing bodies.
THE BOARD OF DIRECTORSThe AGM resolved that the Board of Directors would comprise of three (3) members: Dr Jelena Manojlovic (UK citizen), Mr Thorstein Abrahamsen (Norwegian citizen) and Mr Guy Konsbruck (Luxembourg citizen) were re-elected as Board members.
The AGM resolved that 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 per month and all Non-Executive 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 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 SHARESThe 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 50,000,000 new shares or shares owned by the Company. Thisequates to approximately 19.8 % 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.
THE MEETING OF THE BOARD OF DIRECTORSFollowing the AGM, the Board of Directors held a meeting in which Mr Thorstein Abrahamsen was unanimously re-elected as the Chairperson. The Board Committees and their composition are as follows:
Audit and Risk Management CommitteeThorstein Abrahamsen, chairpersonJelena Manojlovic
Remuneration and Nomination CommitteeJelena Manojlovic, chairpersonThorstein Abrahamsen
Health, Safety and Sustainable Development CommitteeThorstein Abrahamsen, chairpersonJelena ManojlovicGuy Konsbruck
OTHER INFORMATIONAfarak Group Plc has, on 22 June 2020, a total of 252,041,814 shares and votes and the Company holds in total 13,562,599 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 July 2020.
IN HELSINKI, ON 22 JUNE 2020
AFARAK GROUP PLCGuy KonsbruckCEO
For additional information, please contact:Guy Konsbruck, CEO, +356 2122 1566, guy.konsbruck@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