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Afarak Group AGM Information 2015

May 8, 2015

3302_rns_2015-05-08_864ede67-89ce-437b-99dd-d55c4c377b5c.html

AGM Information

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RESOLUTIONS OF AFARAK GROUP'S ANNUAL GENERAL MEETING

RESOLUTIONS OF AFARAK GROUP'S ANNUAL GENERAL MEETING

15:00 London, 17:00 Helsinki, 8 May 2015 - Afarak Group Plc, Stock Exchange
Release

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 16 April
2015, 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 2014. 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 2014. The payment will be made from the
Company's fund for invested unrestricted equity on 20 May 2015. 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 12 May 2015. Shares will commence trading without the right to
the capital redemption payment on 11 May 2015. The AGM resolved that no dividend
would be paid for 2014.

THE BOARD OF DIRECTORS
The AGM resolved that the Board of Directors would comprise of seven (7)
members: Mr Michael Lillja (Finnish citizen), Mr Markku Kankaala (Finnish
citizen), Dr Jelena Manojlovic (UK citizen), and Dr Alfredo Parodi (Italian
citizen) were re-elected and Mr Barry Rourke (UK citizen), Dr Alistair Ruiters
(South African citizen) and Mr Ivan Jakovcic (Croatian citizen) were elected.

The AGM resolved the Chairman of the Board and the Chairman of the Audit and
Risk Management Committee would be paid EUR 4,500 per month and the ordinary
Board Members would be paid EUR 3,500 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 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 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
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 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.

TRANSFER OF LISTING SEGMENT OF LONDON LISTING
The AGM resolved to approve the proposed transfer of the Company's equity share
listing on the Official List of the United Kingdom Listing Authority ("UKLA")
and on the Main Market of the London Stock Exchange plc from the Premium listing
(commercial company) segment to the Standard listing (shares) segment as
described in further detail in the circular to shareholders dated 16 April
2015. In line with the requirements of UK Listing Rule LR 5.4A.4 R (3)(b), the
resolution was passed with a majority of not less than 75% of the votes
attaching to the shares voted on the resolution. Accordingly, the Company has
now applied to the UKLA to approve the transfer with effect from Tuesday 9 June
2015.

A copy of the resolution approving the transfer of listing segment on the London
Stock Exchange passed at the AGM will be submitted to the UK National Storage
Mechanism ("NSM") and will shortly be available for inspection at the NSM's
website, which is located at http://www.morningstar.co.uk/uk/NSM.

THE MEETING OF THE BOARD OF DIRECTORS
Following the AGM, the Board of Directors held a meeting in which Dr Alfredo
Parodi was appointed Chairman. The Board Committees and their composition are as
follows:

Audit Committee
Barry Rourke, Chairman
Markku Kankaala
Ivan Jakovcic

The Nomination and Remuneration committee
Markku Kankaala
Alistair Ruiters

The Committee for Health Safety and sustainable development
Michael Lillja
Alfredo Parodi

OTHER INFORMATION
Afarak Group Plc has, on 8 May 2015, a total of 259,562,434 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 2015.

AFARAK GROUP PLC
Danko Koncar
CEO

For additional information, please contact:

Afarak Group Plc
Danko Koncar, CEO, +44 (0)20 7376 1175, [email protected]

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 Helsinki
London Stock Exchange
main media
www.afarakgroup.com

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