RESOLUTIONS OF AFARAK GROUP SE’S ANNUAL GENERAL MEETING
May 31 2024 - 6:15AM
UK Regulatory
RESOLUTIONS OF AFARAK GROUP SE’S ANNUAL GENERAL MEETING
12:15 London, 14:15 Helsinki, 31 May 2024 - 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
31 May 2024.
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 2023.
The AGM resolved that no dividend would be paid for 2023. The AGM
also adopted the Remuneration Report and Remuneration Policy for
the Company’s governing bodies.
THE BOARD OF DIRECTORS
The 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 AUDITOR
The 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 MEMBERS
The AGM resolved that the Non-Executive Board Members Thorstein
Abrahamsen and Dr Jelena Manojlovic shall be paid EUR 25,000 each
as a one-off retroactive additional compensation for during the
last year having continued to take on substantial more work on a
24/7 availability basis, to facilitate operating through difficult
times with challenged market conditions during the year and with
further changes in the Company organization and a slimmed
management team and continued recovery and improvement of the
Company to one of the best financial result in 2023.
AUTHORIZATION TO THE BOARD OF DIRECTORS TO DECIDE UPON SHARE
ISSUE AND UPON ISSUING 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 250,000,000 new
shares or shares owned by the Company. This equates to
approximately 90.24 % 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 granted in the Annual General Meeting in
2023 and is valid two (2) years from the decision of the Annual
General Meeting.
THE MEETING OF THE BOARD OF DIRECTORS
Following 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 Committee
Thorstein Abrahamsen, chairperson
Jelena Manojlovic
Remuneration and Nomination Committee
Jelena Manojlovic, chairperson
Thorstein Abrahamsen
Health, Safety and Sustainable Development Committee
Thorstein Abrahamsen, chairperson
Jelena Manojlovic
Guy Konsbruck
OTHER INFORMATION
Afarak Group SE has, on 31 May 2024, a total of 277,041,814 shares
and votes and the Company holds in total 16,041,514 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 14 June 2024.
IN HELSINKI, ON 31 MAY 2024
AFARAK GROUP SE
Guy Konsbruck
CEO
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 Helsinki
London Stock Exchange
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