RESOLUTIONS OF AFARAK GROUP'S ANNUAL GENERAL ME...

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 website www.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, [phone], [e-mail]

Investec Bank Plc
Jeremy Wrathall, [phone]

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

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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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