Afarak Group Plc Resolutions Of Afarak Group's Annual General Meeting
May 29 2018 - 9:04AM
UK Regulatory
TIDMAFAGR
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, jp.fabri@afarak.com
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
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Afarak Group via Globenewswire
http://www.afarakgroup.com
(END) Dow Jones Newswires
May 29, 2018 09:04 ET (13:04 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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