Du är här

2014-05-08

Afarak Group: RESOLUTIONS OF AFARAK GROUP'S ANNUAL GENERAL MEETING

13:00 London, 15:00 Helsinki, 8 May 2014 - Afarak Group Plc, Stock Exchange
Release

RESOLUTIONS OF AFARAK GROUP'S ANNUAL GENERAL MEETING

Afarak Group Plc ("Afarak" or the "Company") (LSE: AFRK, OMX: 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
11 April 2014, 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 2013. 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 2013. The payment will be made
from the Company's fund for invested unrestricted equity on 22 May 2014. 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 13 May 2014. Shares will commence trading
without the right to the capital redemption payment on 9 May 2014. The AGM
resolved that no dividend would be paid for 2013.

THE BOARD OF DIRECTORS
The AGM resolved that the Board of Directors would comprise of six (6)
members: Dr Jelena Manojlovic (UK citizen), Ms Bernice Smart (UK citizen), Mr
Markku Kankaala (Finnish citizen), Dr Danko Koncar (Croatian citizen), Mr
Michael Lillja (Finnish citizen) and Dr Alfredo Parodi (Italian citizen) all
of whom were re-elected.

The AGM resolved that all Board Members will be paid EUR 3,000 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 24,843,200 new shares or shares owned by the
Company. This equates to approximately 10% 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 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.

THE MEETING OF THE BOARD OF DIRECTORS
Following the AGM, the Board of Directors held a meeting in which Dr Jelena
Manojlovic was appointed Chairman and Ms Bernice Smart Deputy Chairman. The
Board Committees and their composition are as follows:

Audit Committee
Bernice Smart, Chairman
Markku Kankaala
Alfredo Parodi

The Nomination and Remuneration committee
Jelena Manojlovic, Chairman
Markku Kankaala
Bernice Smart

OTHER INFORMATION
Afarak Group Plc has, on 8 May 2014, a total of 248,432,000 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 websitewww.afarakgroup.com at the latest on 22 May 2014.

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
Investec Bank Plc
Jeremy Wrathall, +44 (0)20 7597 5970

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 OMX Helsinki
London Stock Exchange
main media
www.afarakgroup.com

---------------------------------------

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX 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

HUG#1783857

Författare Hugin

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.