RESOLUTIONS OF AFARAK GROUP SE’S ANNUAL GENERAL MEETING
21/06/2023 13:15
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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 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 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 ASSOCIATION
The 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 GMBH
The 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 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 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 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 2022 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 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 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
Main media
www.afarak.com