RESOLUTIONS OF AFARAK GROUP PLC’S ANNUAL GENERAL MEETING
June 01 2022 - 6:31AM
RESOLUTIONS OF AFARAK GROUP PLC’S ANNUAL GENERAL MEETING
12:30 London, 14:30 Helsinki, 1 June 2022 - Afarak Group Plc
("Afarak" or "the Company") (LSE: AFRK, NASDAQ: AFAGR)
RESOLUTIONS OF AFARAK GROUP PLC’S
ANNUAL GENERAL MEETING
Afarak Group Plc’s Annual General Meeting was held at the
Company’s headquarter in Helsinki on June 1, 2022 under special
arrangements due to the COVID-19 pandemic.
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 2021.
The AGM resolved that no dividend would be paid for 2021. The AGM
also adopted the Remuneration Report for the Company’s governing
bodies.
THE BOARD OF DIRECTORSThe AGM resolved that the Board of
Directors would comprise of three (3) members: Dr Jelena Manojlovic
(UK citizen), Mr Thorstein Abrahamsen (Norwegian citizen) and Mr
Guy Konsbruck (Luxembourg citizen) were re-elected as Board
members.
The AGM resolved that the Non-executive Board Members shall be
paid EUR 3,500 per month and the Chairman of the board shall be
paid an additional EUR 1,500 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 AUDITORThe AGM resolved that the Company will pay the fee to
the auditor against an invoice hat is inspected by the Company and
that according to the recommendation by the Audit Committee, the
Authorised Public Accountant Tietotili Audit Oy was re-elected as
the Auditor of the Company. Tietotili Audit Oy has informed the
Company that the individual with the principal responsibility at
Tietotili Audit Oy, is Authorised Public Accountant Urpo Salo.
DIRECTED SHARE ISSUANCE WITHOUT PAYMENT TO THE COMPANYThe AGM
decided according to chapter 9, section 20 of the Companies' Act to
direct a share issuance without payment to the company itself. The
share issuance consists of 15,000,000 new shares. The shares are of
the same share series than the existing shares of the company and
they have the same share rights as of their registration than the
company´s existing shares. The shares which will be held by the
company 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. The new shares will be registered
into the Trade Register without undue delay after which the company
will apply for the shares to be publicly traded on Nasdaq Helsinki
Oy.
AUTHORIZATION TO THE BOARD OF DIRECTORS TO DECIDE UPON SHARE
ISSUE AND UPON ISSUING OTHER SPECIAL RIGHTS THAT ENTITLE TO
SHARESThe 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 250,000,000 new
shares or shares owned by the Company. This equates to
approximately 99,19 % 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
issuesagainst 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.
THE MEETING OF THE BOARD OF DIRECTORSFollowing the AGM, the
Board of Directors held a meeting in which Mr Thorstein Abrahamsen
was unanimously re-elected as the Chairperson. The Board Committees
and their composition are as follows:
Audit and Risk Management CommitteeThorstein Abrahamsen,
chairpersonJelena Manojlovic
Remuneration and Nomination CommitteeJelena Manojlovic,
chairpersonThorstein Abrahamsen
Health, Safety and Sustainable Development CommitteeThorstein
Abrahamsen, chairpersonJelena ManojlovicGuy Konsbruck
OTHER INFORMATIONAfarak Group Plc has, on 1 June 2022, a total
of 252,041,814 shares and votes and the Company holds in total
5,173,991 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.afarak.com at the latest
on 15 June 2022.
IN HELSINKI, ON 1 JUNE 2022
AFARAK GROUP PLCGuy KonsbruckCEO
For additional information, please contact:
Guy Konsbruck, CEO, +356 2122
1566, guy.konsbruck@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 HelsinkiLondon Stock ExchangeMain media
www.afarak.com
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