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, danko.konchar@afarak.com 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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