RESOLUTIONS OF AFARAK GROUP SE’S ANNUAL GENERAL MEETING
13:15 London, 15:15 Helsinki, 21 June 2023 - Afarak Group SE
("Afarak" or "the Company") (LSE: AFRK, NASDAQ: AFAGR)
RESOLUTIONS OF AFARAK GROUP
SE’S ANNUAL GENERAL
MEETING
Afarak Group SE’s Annual General Meeting was held in Helsinki on
21 June 2023.
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 2022.
The AGM resolved that no dividend would be paid for 2022. 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 5,000 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 that 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.
ONE-OFF RETROACTIVE ADDITIONAL COMPENSATION TO NON-EXECUTIVE
BOARD MEMBERSThe AGM resolved that the Non-Executive Board Members
Thorstein Abrahamsen and Dr Jelena Manojlovic shall be paid EUR
50,000 each as a one-off retroactive additional compensation for
during the last couple of years having taken on substantial more
work on a 24/7 availability basis, to facilitate operating through
difficult times with reduced income during the pandemic and with a
lot of changes in the Company (divestment of assets, downsizing,
further development), and through recovery and significant improved
performance of the Company to its’ best ever financial result in
2022.
CHANGE OF THE ARTICLES OF ASSOCIATIONThe AGM resolved that the
Articles of Association of the Company are amended by changing the
Article 8 (Call to the General Meeting) so that the general meeting
can be held completely without a meeting venue as a so-called
remote meeting.
Following the changes, the above-mentioned Article 8 of the
Articles of Association reads as follows:
“8 Call to the General Meeting
The call to the General Meeting shall be published on the
company's website and as a stock exchange release no earlier than
two (2) months and no later than twenty-one (21) days before the
meeting, however, in any event nine (9) days before the record date
of the General Meeting. The Board of Directors may, at its
discretion, also publish the call to the General Meeting in one or
two national newspapers or by sending the call to the meeting to
the shareholders to their addresses recorded in the share register
by registered mail or other verifiable means. Aside from the
location of the registered office, the General Meeting may also be
held in Espoo, Oulu, Oulunsalo or Vantaa. The Board of Directors
may also decide that the General Meeting will be held without a
meeting venue so that the shareholders will exercise their
decision-making power full-on and on an up-to-date basis by means
of a telecommunications connection and a technical device during
the meeting.”
ACQUISITION OF LL-RESOURCES GMBHThe AGM approved the
Transaction, as detailed in the Circular dated 31 May 2023, and
authorized the Board of Directors to take all such steps as may be
necessary or acceptable in relation thereto and to carry the same
into effect with such modifications, variations, revisions or
amendments (providing such modifications, variations, revisions or
amendments are not of a material nature) as they shall deem
necessary or desirable.
In relation to the Transaction, the AGM authorized the Board of
Directors to issue ordinary shares. By virtue of the authorization
shares could be issued up to a maximum of 140,000,000 new shares.
This equates approximately 52.43 % of the Company’s current
registered shares. The Board of Directors will be entitled to
decide on the directed share issue related to the implementation of
the Transaction in such a way that the payment of the whole
subscription price will be made with contribution in kind (the
entire share capital of LL-resources GmbH). The authorization does
not replace the previous authorizations and it is valid two (2)
years as from the decision of the General Meeting.
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 93.62 % 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 granted in the Annual General Meeting
in 2022 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 SE has, on 21 June 2023, a total
of 267,041,814 shares and votes and the Company holds in total
6,541,514 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 5 July 2023.
IN HELSINKI, ON 21 JUNE 2023
AFARAK GROUP SEGuy 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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