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Afarak Group — AGM Information 2018
May 29, 2018
3302_rns_2018-05-29_c84fc4de-207f-4199-89ed-a7e1bec86671.html
AGM Information
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RESOLUTIONS OF AFARAK GROUP'S ANNUAL GENERAL MEETING
RESOLUTIONS OF AFARAK GROUP'S ANNUAL GENERAL MEETING
14:00 London, 16:00 Helsinki, 29 May 2018 - Afarak Group Plc ("Afarak" or
"the Company") (LSE: AFRK, NASDAQ: AFAGR)
RESOLUTIONS OF AFARAK GROUP'S ANNUAL GENERAL MEETING
Afarak Group Plc ("Afarak" or the "Company") (LSE: AFRK, NASDAQ:
AFAGR) announces that all the resolutions proposed at today's Annual General
Meeting (the "AGM"), as published in the invitation to the meeting on 8 May
2018, 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 2017. The AGM resolved that no
dividend would be paid for 2017.
The AGM authorized the board of Directors to decide on its discretion on the
distribution of assets from the invested unrestricted equity fund in quarter
four 2018 as follows: The total amount of the capital redemption shall be a
maximum of EUR 0.02 per share. The authorization is valid until the opening of
the next Annual General Meeting. The Board of Directors can also decide not to
use this authorization. The Board of Directors shall have a right to decide on
other terms and conditions related to asset distribution.
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), Mr Ivan Jakovcic (Croatian citizen), Mr Thorstein Abrahamsen
(Norwegian citizen) and Mr Guy Konsbruck (Luxembourg citizen) were re-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. 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 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 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.
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 authorization 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
authorization covers acquisition of shares in public trade in NASDAQ Helsinki
Oy and also 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 authorization 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 authorization 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 authorization replaces all previous authorizations
and that it is valid 18 months as from the decision of the General Meeting
PROPOSAL TO CONDUCT A SPECIAL AUDIT
Joensuun Kauppa ja Kone Oy, Markku Kankaala, Esa Hukkanen, Petri Suokas, Tomi
Hyttinen, Taloustieto Incrementum Ky, Juhani Lemmetti, Kari Kakkonen, Antti
Kivimaa, AJ Elite Value Hedge Sr, Aarne Simula and Timo Kankaala who hold more
than 10 % of the shares in the Company, proposed to the AGM that a special audit
should be conducted regarding the administration and accounts of the Company for
the accounting periods of 1.1.-31.12.2015, 1.1.-31.12.2016, 1.1.-31.12.2017 and
the accounting period from 1.1.2018 to 31.4.2018 should be ordered, in
accordance with Chapter 7, Section 7 of the Limited Liability Companies Act.
According to the proposal, special audit should focus on operations of Afarak
and its administration, and the legality of the operations should be clarified
in the special audit, especially regarding and considering transactions made
with the main shareholder, his controlled corporations and other parties and
persons closely associated with him.
The AGM considered the proposal, and as the shareholding of Joensuun Kauppa ja
Kone Oy, Markku Kankaala, Esa Hukkanen, Petri Suokas, Tomi Hyttinen, Taloustieto
Incrementum Ky, Juhani Lemmetti, Kari Kakkonen, Antti Kivimaa, AJ Elite Value
Hedge Sr, Aarne Simula and Timo Kankaala exceeds 10%, the proposal was included
in the meeting minutes. A shareholder may apply for a special audit from the
Regional State Administrative Agency of the company's domicile. The application
must be done within one month after the AGM.
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 the Chairman. The Board
Committees and their composition are as follows:
Audit Committee
Barry Rourke, Chairperson
Thorstein Abrahamsen, Member
The Nomination and Remuneration committee
Ivan Jakovcic,Chairperson
Barry Rourke, Member
Jelena Manojlovic, Member
The Committee for Health Safety and sustainable development
Thorstein Abrahamsen, Chairperson
OTHER INFORMATION
Afarak Group Plc has, on 29 May 2018, a total of 263,040,695 shares and
votes and the Company holds in total 2,354,161 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 12 June 2018.
AFARAK GROUP PLC
Guy Konsbruck
CEO
For additional information, please contact:
Afarak Group Plc
Jean Paul Fabri, +356 2122 1566, [email protected]
Financial 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 media
www.afarak.com
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