RESOLUTIONS OF AFARAK GROUP PLC’S ANNUAL G...

13:45 London, 15:45 Helsinki, 25 June 2019 - Afarak Group Plc ("Afarak" or "the Company") (LSE: AFRK, NASDAQ: AFAGR)

RESOLUTIONS OF AFARAK GROUP PLC’S ANNUAL GENERAL MEETING

Afarak  Group Plc’s Annual General Meeting was held in Helsinki on June 25, 2019.

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 2018. The AGM resolved that no dividend would be paid for 2018.

THE BOARD OF DIRECTORS
The  AGM  resolved  that  the  Board  of  Directors  would comprise of five (5)
members: Dr  Jelena Manojlovic (UK citizen),  Mr Barry Rourke (UK  citizen), Mr  Thorstein Abrahamsen (Norwegian citizen) and Mr Guy Konsbruck (Luxembourg citizen) were re-elected and Yolanda Yvette Bolleurs-van Wier (Dutch citizen) was elected as a new Board member.   

The AGM resolved that all Board members will receive EUR 3,500 a month and will receive additional EUR 1,500 for the committee work. Chairman of the audit committee will receive in addition EUR 500 a month while Chairman of the Board will receive additional EUR 2,000 a month. Those members of the Board of Directors that are executives of the Company are not entitled to receive any remuneration for Board membership or Board Committee work. 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 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.

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  25,000,000 new shares or shares  owned by the Company. This equates to approximately 9.6 % 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 and  is valid  two (2) years from the decision of the Annual General Meeting.

DIRECTED SHARE ISSUANCE WITHOUT PAYMENT TO THE COMPANY
The AGM decided according to chapter 9, section 20 of the Companies' Act to direct a share issuance without payment to the company itself. The share issuance consists of 15,000,000 new shares. The shares are of the same share series than the existing shares of the company and they have the same share rights as of their registration than the company´s existing shares. The shares which will be held by the company 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. The new shares will be registered into the Trade Register without undue delay after which the company will apply for the shares to be publicly traded on Nasdaq Helsinki Oy.

CHANGING OF THE COMPANY´S COMPANY FORM INTO A EUROPEAN COMPANY (SE)
The AGM decided to change the company´s company form from a public limited company (Oyj) into a European company (SE) in accordance with the conversion plan signed by the Board of Directors of the company on 17 May 2019 and registered into the Trade Register on 22 May 2019.

CHANGE OF THE ARTICLES OF ASSOCIATION              
The AGM decided to change the company´s Articles of Association and its section 1 (company´s company name and domicile) in accordance with the conversion plan as follows:
1. Company name and domicile of the company
The company´s company name is Afarak Group SE and its domicile is Helsinki.

THE MEETING OF THE BOARD OF DIRECTORS
Following the AGM, the Board of Directors held a meeting in which Barry Rourke was unanimously appointed as the Chairperson. The Board Committees and their composition are as follows:

Audit and Risk Management Committee
Yolanda Yvette Bolleurs-van Wier, Chairperson
Thorstein Abrahamsen

Remuneration and Nomination Committee
Jelena Manojlovic, Chairperson
Thorstein Abrahamsen

Health, Safety and Sustainable Development Committee
Thorstein Abrahamsen, Chairperson
Management

OTHER INFORMATION
Afarak  Group Plc has, on 25 June 2019, a  total of 263,040,695 shares and votes
and the Company holds in total 1,887,494 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 9 July 2019.

AFARAK GROUP PLC
Guy Konsbruck
CEO

For additional information, please contact:
Guy Konsbruck, CEO, [phone], [e-mail]
Jean Paul Fabri, PR 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