AI assistant
Afarak Group — AGM Information 2014
May 8, 2014
3302_rns_2014-05-08_5cf4e5af-c58e-4f6e-a2b6-a1d66afe2700.html
AGM Information
Open in viewerOpens in your device viewer
RESOLUTIONS OF AFARAK GROUP'S ANNUAL GENERAL MEETING
RESOLUTIONS OF AFARAK GROUP'S ANNUAL GENERAL MEETING
13:00 London, 15:00 Helsinki, 8 May 2014 - Afarak Group Plc, Stock Exchange
Release
RESOLUTIONS OF AFARAK GROUP'S ANNUAL GENERAL MEETING
Afarak Group Plc ("Afarak" or the "Company") (LSE: AFRK, OMX: 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 11 April 2014,
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 2013. The AGM resolved in accordance with the
proposal of the Board of Directors a capital redemption of EUR 0.02 per share
for the year ended on 31 December 2013. The payment will be made from the
Company's fund for invested unrestricted equity on 22 May 2014. 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 13 May 2014. Shares will commence trading without the right to
the capital redemption payment on 9 May 2014. The AGM resolved that no dividend
would be paid for 2013.
THE BOARD OF DIRECTORS
The AGM resolved that the Board of Directors would comprise of six (6) members:
Dr Jelena Manojlovic (UK citizen), Ms Bernice Smart (UK citizen), Mr Markku
Kankaala (Finnish citizen), Dr Danko Koncar (Croatian citizen), Mr Michael
Lillja (Finnish citizen) and Dr Alfredo Parodi (Italian citizen) all of whom
were re-elected.
The AGM resolved that all Board Members will be paid EUR 3,000 per month.
Furthermore, the non-executive Board Members who serve on the Board's Committees
shall be paid an additional EUR 1,500 per month for the 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 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 24,843,200 new shares or shares owned by the Company. This
equates to approximately 10% of the Company's currently registered shares. The
authorization may be used among other things in financing, enabling corporate
and business acquisitions or other arrangements and investments of business
activities and in the employee incentive and commitment programs. 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
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 to authorize the Board of Directors to buy back up to
15,000,000 shares in the Company with the funds from the Company's unrestricted
shareholders' equity. However, in accordance with Section 11 of Chapter 15 of
the Finnish Companies Act the total number of shares in the Company, which the
Company and its subsidiaries have in their possession or as a pledge, may not
exceed one tenth of the total issued share capital of the Company. The
authorization replaces all previous authorizations and it is valid 18 months
from the decision of the Annual General Meeting. The authorization concerns the
acquisition of Company shares and may be used in developing the Company's
capital structure, in financing and executing corporate acquisitions and other
arrangements, and executing the Company's share-based incentive systems
or otherwise in being transferred or cancelled.
THE MEETING OF THE BOARD OF DIRECTORS
Following the AGM, the Board of Directors held a meeting in which Dr Jelena
Manojlovic was appointed Chairman and Ms Bernice Smart Deputy Chairman. The
Board Committees and their composition are as follows:
Audit Committee
Bernice Smart, Chairman
Markku Kankaala
Alfredo Parodi
The Nomination and Remuneration committee
Jelena Manojlovic, Chairman
Markku Kankaala
Bernice Smart
OTHER INFORMATION
Afarak Group Plc has, on 8 May 2014, a total of 248,432,000 shares and votes and
the Company holds in total 4,244,717 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 22 May 2014.
AFARAK GROUP PLC
Danko Koncar
CEO
For additional information, please contact:
Afarak Group Plc
Danko Koncar, CEO, +44 (0)20 7376 1175, [email protected]
Investec Bank Plc
Jeremy Wrathall, +44 (0)20 7597 5970
Afarak Group is a chrome mining and minerals producer focused on delivering
sustainable growth with a speciality alloys business in southern Europe and a
ferro alloys business in southern Africa. The Company is listed on NASDAQ OMX
Helsinki (AFAGR) and the Main Market of the London Stock Exchange (AFRK).
www.afarakgroup.com
Distribution:
NASDAQ OMX Helsinki
London Stock Exchange
main media
www.afarakgroup.com
[HUG#1783857]