INVITATION TO THE ANNUAL GENERAL MEETING

8:00 London, 10:00 Helsinki, 16 April 2015 - Afarak Group Plc, Stock Exchange Release

INVITATION TO THE ANNUAL GENERAL MEETING

The shareholders of Afarak Group Plc are invited to attend the Annual General Meeting to be held on 8 May 2015, starting at 10:00 a.m. (Finnish time) in Helsinki at Restaurant Palace at the address: Eteläranta 10, 00130 Helsinki, Finland.

The registration of the participants begins at 9:30 a.m.

The shareholders are informed that the information regarding item 17 of the agenda should be read in conjunction with the circular dated 16 April 2015 (the "Circular") which contains further details in relation to the proposed transfer of listing segment of the Company's listing on the London Stock Exchange. Shareholders are advised to read the Circular prior to making a decision in connection with the 75% resolution to be proposed at the meeting.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING:

1. Opening of the meeting

2. Election of the chairman and election of the secretary

3. Approval of the agenda

4. Election of the scrutinizer of the minutes and the person to supervise the counting of votes

5. Recording the legality and quorum of the meeting

6. Adoption of the list of votes

7. Review by the management of the company

8. Presentation of the financial statements for the year 2014 and the report of the Board of Directors

9. Presentation of the auditor's report

10. Adoption of the financial statements and the group financial statements

11. Resolution on the use of the profit and the capital redemption

It is proposed to the Annual General Meeting that the company shall not pay a dividend in respect of the financial year ended on 31 December, 2014.

The Board of Directors proposes to the Annual General Meeting a capital redemption of EUR 0.02 per share for the year ended on 31 December 2014. The payment is proposed to be made from the company's fund for invested unrestricted equity. The capital redemption is repaid to the shareholders who are registered on the company's shareholder register maintained by Euroclear Finland Ltd on the record date for payment, being 12 May 2015. Shares will commence trading without the right to the capital redemption payment on 11 May 2015 in London and Helsinki.

The Board of Directors proposes to the Annual General Meeting that the capital redemption shall be paid by the Company on 20 May 2015.

12. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

13. Resolution on the remuneration of the members of the Board of Directors and of the Auditor

It is proposed to the Annual General Meeting that the Chairman of the Board would be paid EUR 4,500 per month, the ordinary Board Members would be paid EUR 3,500 per month and the Chairman of the Audit and Risk Management Committee would be paid EUR 4,500 per month. Furthermore, the non-executive Board Members who serve on the Board's Committees would be paid additional EUR 1,500 per month for the committee work. The executive Board members shall not be paid remuneration for their work on the Board of Directors.

The Board of Directors proposes to the Annual General Meeting that the company will pay the fee to the auditor against an invoice that is reviewed and approved by the company.

14. Resolution on the number of the members of the Board of Directors

The Nomination and Remuneration Committee proposes to the Annual General Meeting that the number of members of the Board of Directors shall be seven.

15. Election of the members of the Board of Directors

The Nomination and Remuneration Committee proposes to the Annual General Meeting that Mr Michael Lillja (Finnish citizen), Mr Markku Kankaala (Finnish citizen), Dr Jelena Manojlovic (UK citizen), and Dr Alfredo Parodi (Italian citizen) will be re-elected and Mr Barry Rourke (UK citizen), Mr Alistair Ruiters (South African citizen) and Mr Ivan Jakovcic (Croatian citizen) will be elected as new members for the next mandate that begins from the end of the General Meeting and ends at the end of the Annual General Meeting on 2016.

16. Election of the Auditor

The Board of Directors proposes to the Annual General Meeting according to the recommendation by the company's Audit Committee that Authorized Public Accountant Firm Ernst & Young Oy would be re-elected as the auditor of the company. Ernst & Young Oy has proposed that the auditor with the main responsibility would be APA Erkka Talvinko.

17.Transfer of listing segment of London listing

The Board of Directors proposes to the Annual General Meeting that:

1. the proposed transfer of the Company's equity share listing on the Official List of the United Kingdom Listing Authority and on the Main Market of the London Stock Exchange plc from the Premium listing (commercial company) segment to the Standard listing (shares) segment be and is hereby approved; and
2. the Directors of the Company be and are hereby authorised to cause such transfer to be effected and to do and/or procure to be done all such acts or things as they may consider necessary or desirable in connection therewith.

The shareholders are informed that due to the requirements of the United Kingdom Listing Authority this resolution requires the affirmative vote of at least 75 % of the votes attaching to the shares voted on the resolution, to be considered as having been "approved". Recording an "abstention" is not counted as a "vote" for these purposes.

The Company will give at least 20 business days' notice by a stock exchange release of the date that the transfer will become effective, if the transfer is approved. The earliest date the transfer can become effective is Tuesday 9 June 2015.

18. Authorizing the Board of Directors to decide upon share issue and upon issuing other special rights that entitle to shares

The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to issue ordinary shares and issue stock options and other special rights that entitle to shares.

By virtue of the authorization shares could be issued in one or more tranches up to a maximum of 25,000,000 new shares or shares owned by the company. This equates approximately 9.6 % of the company's current registered shares. The Board of Directors would, by virtue of the authorization, be entitled to decide on the share issues and on the issuing of stock options and other special rights that entitle to shares.

The Board of Directors may use the authorization 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 Board of Directors proposes that, by virtue of the authorization, the Board of Directors can decide both on share issue against payment and on share issue without payment. The payment of the subscription price could also be made with other consideration than money. The authorization would contain right to decide on derogating from shareholders' pre-emptive right to share subscription provided that the conditions set in the Companies' Act are fulfilled.

The Board of Directors proposes that the authorization replaces all previous authorizations and that it is valid two (2) years as from the decision of the General Meeting.

19. Authorizing the Board of Directors to decide on the acquiring of own shares

The Board of Directors proposes to the Annual General Meeting that the Board of Directors would be authorized to decide on the acquiring of company's own shares.

By virtue of the authorization concerning the acquiring 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 Board of Directors proposes 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 Board of Directors proposes that the authorization replaces all previous authorizations and that it is valid 18 months as from the decision of the General Meeting.

20. Closing of the Meeting

B. DOCUMENTS OF THE GENERAL MEETING

Documents to be kept on view in accordance with the Finnish Companies Act are available for the shareholders' inspection no later than three weeks before the Annual General Meeting at the Company's headquarters at the address Kasarmikatu 36, FI-00130 Helsinki. In addition, the documents will be available no later than 21 days before the Annual General Meeting on the Company's website at the address www.afarak.com. Copies of these documents will be sent to the shareholders on request.

The minutes of the Meeting will be available on the above mentioned website at the latest from 22 May 2015.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. Right to attend

A shareholder who no later than on 27 April 2015 is registered as the Company's shareholder in a shareholder register held by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the Company's shareholder register.

2. Notice to attend

A shareholder wishing to attend the Annual General Meeting shall give notice to attend the meeting to the Company no later than by 4:00 p.m. Helsinki time on 5 May 2015, either:

• by letter to Afarak Group Plc, Kasarmikatu 36, FI-00130 Helsinki, Finland;
• by e-mail to [e-mail]; or
• by fax to [phone].

                                      
The notice shall be at the company before the deadline of the notice to attend.

In addition to his/her name, a shareholder is also requested to inform the Company of his/her identity number or business ID, address, phone number and the name of a possible representative. The personal data of shareholders shall be used only for purposes related to the general meeting and necessary registration related thereto.

Shareholders attending the general meeting have a right to request information concerning matters which are dealt with by the meeting as stated in the Finnish Companies Act, chapter 5, section 25.

3. Using representative and proxies

A shareholder has a right to attend the meeting and use his rights via representative. A proxy representative must present a dated proxy or must otherwise in a reliable way prove that he/she has a right to represent a shareholder. The Company does not have a proxy template available for shareholders. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.

Proxy documents should be delivered (as originals) together with the notice to attend to: Afarak Group Plc, Kasarmikatu 36, FI-00130 Helsinki no later than 4:00 p.m. on 5 May 2015.

4. Holders of nominee registered shares

A holder of nominee registered shares is advised to request in good time in advance necessary instructions regarding the registration in the Company's shareholder register, issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organisation of the custodian bank will register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be entered into the Company's temporary shareholder register no later than 10:00 a.m. on 5 May 2015.

5. Other instructions and information

Afarak Group Plc has at the date of invitation, 16 April 2015, in total 259,562,434 shares in issue and of which 259,562,434 have voting rights. The company holds in total 4,244,717 shares in treasury.

Afarak Group Plc has published the Report by the Board of Directors, the Financial Statements 2014, the Auditor's Report, the Corporate Governance Statement and the Remuneration Report in English and in Finnish. Shareholders may order the documents by phone from number [phone] on weekdays between 10:00 a.m. and 4:00 p.m. Helsinki time. The documents can also be found from the company website from address www.afarak.com.

IN HELSINKI, ON 16 April 2015

AFARAK GROUP PLC

BOARD OF DIRECTORS

This document is based on a translation into English of a document written in Finnish. In case of any discrepancies, inconsistencies or inaccuracies, the Finnish version shall prevail.

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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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