AFARAK GROUP - RESOLUTIONS OF ANNUAL GENERAL ME...

08:00 London, 10:00 Helsinki, 12 May 2016 - Afarak Group Plc ("Afarak" or "the Company") (LSE: AFRK, NASDAQ: AFAGR) Interim Report

RESOLUTIONS OF AFARAK GROUP'S ANNUAL GENERAL MEETING

Afarak  Group  Plc  ("Afarak"  or  the  "Company") (LSE: AFRK, NASDAQ: AFAGR) is pleased  to announce that all the resolutions proposed at yesterday's Annual General Meeting  (the "AGM"), as published in the  invitation to the meeting on 15 April 2016, 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 2015. The AGM resolved that no dividend would be paid for 2015.

 The AGM agreed to a new dividend policy that the Company will in future review it distributions to shareholders either through a capital redemption or dividend twice yearly at the time of full year and the half year announcements.  This new policy will allow the Board to take prudent decisions based on market conditions whilst continuing to share its positive results with shareholders.

In line with this new policy, the AGM resolved that a capital redemption of EUR 0.01 per share for the year ended on 31 December 2015. The payment will be made from the company's fund for invested unrestricted equity on 20 May 2016. 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 2016. Shares will commence trading without the right to the capital redemption payment on 12 May 2016 in London and Helsinki.

The AGM authorized the Board of Directors to decide on its discretion on additional dividend from the Company's profits and/or on the distribution of assets from the invested unrestricted equity fund or from both as follows: the total amount of the additional dividend/capital redemption shall be maximum of EUR 0.01 per share. The authorization is valid until the opening of the next Annual General Meeting. The Board of Directors can also decide not to use this authorization. The Board of Directors has a right to decide on other terms and conditions related to additional dividend and/or asset distribution.

THE BOARD OF DIRECTORS
The AGM resolved that the Board of Directors would comprise of seven (7) members:  Mr Markku Kankaala (Finnish citizen), Dr Jelena Manojlovic (UK  citizen), Mr Barry  Rourke (UK citizen), Dr Alistair Ruiters (South African citizen) and Mr Ivan Jakovcic (Croatian citizen) were re-elected.  Mr Keith Scott (South African citizen) and Mr Milan Djakov (Serbian citizen) were elected.

The AGM resolved the Chairman of the Board shall be paid EUR 4,500 per month, the Chairman of the Audit and Risk Management Committee shall be paid EUR 4,500 and all Board Members are paid EUR 3,500 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.

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.

ACQUIRING OF OWN SHARES
The AGM resolved that the Board of Directors would be authorized to decide on the acquiring of company's own shares.

By virtue of the authorization for the acquisition of own shares, a maximum of 15,000,000 own shares could be acquired with the funds from the Company's unrestricted shareholders' equity, however, in such a way that the total number of own shares, which the Company and its subsidiaries have in their possession or as a pledge, does not exceed one tenth of all shares in accordance with Section 11 of Chapter 15 of the Finnish Companies Act. The authorization covers acquisition of shares in public trade in NASDAQ Helsinki Oy and also outside of the public trade. The compensation paid for acquired shares shall be based on the market value.

Derivative contracts, share loan agreements or other agreements may be made within laws and regulations if they are customary to capital market. The authorization entitles the Board of Directors to make a resolution on acquisition otherwise than in the relation of the shares owned by the shareholders (directed acquisition) according the preconditions set forth in the Companies Act.

The AGM resolved that the authorization concerning the acquisition of own shares would among other things be used in developing the company's capital structure, in financing and executing corporate acquisitions and other arrangements, in executing the company's share-based incentive systems or otherwise in being transferred or cancelled. The acquisition of shares reduces the company's distributable non-restricted shareholders' equity.

The AGM resolved that the authorization replaces all previous authorizations and that it is valid 18 months as from the decision of the General Meeting

THE MEETING OF THE BOARD OF DIRECTORS
Following the AGM, the Board of Directors held a meeting in which Mr Ivan Jakovcic was appointed Chairman. The Board Committees and their composition are as follows:

Audit Committee
Barry Rourke, Chairman
Markku Kankaala
Keith Scott

The Nomination and Remuneration committee
Dr Jelena  Manojlovic, Chairperson
Markku Kankaala
Ivan Jakovcic

The Committee for Health Safety and sustainable development
Keith Scott, Chairman
Markku Kankaala
Milan Djakov
Barry Rourke

OTHER INFORMATION
Afarak Group Plc has, on 12 May 2016, a total of 263,040,695 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 website www.afarakgroup.com at the latest on 25 May 2016.

AFARAK GROUP PLC
Dr Alistair Ruiters
CEO

For additional information, please contact:


Afarak Group Plc

Jean Paul Fabri, PR & Communications Manager, [phone], [e-mail]

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 

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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

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