INVITATION TO THE ANNUAL GENERAL MEETING

15.30 London, 17.30 Helsinki, May 8, 2018 - Afarak Group Plc ("Afarak" or "the Company")

INVITATION TO THE ANNUAL GENERAL MEETING

Afarak Group plc invites shareholders to the Annual General Meeting to be held on 29 May 2018, starting at 10:00 a.m. (Finnish time) at Union Square Auditorium (Floor K1) Unioninkatu 22, 00130 Helsinki, Finland.

Registration begins at 9:30 a.m.

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

1. Opening of the meeting
2. Election of the Chairman and of the Secretary
3. Approval of the Agenda
4. Election of  persons to scrutinize the minutes and to supervise the counting of votes
5. Recording the legality and quorum of the meeting
6. Adoption of voting lists
7. Review by the Management of the Company
8. Presentation of the  annual accounts, the Report of the Board of Directors and the Auditor's report for the year 2017
9. Adoption of the Group annual accounts , income statement and balance sheet
10. Resolution on the use of the profit shown on the Balance Sheet and the payment of dividend

The Board of Directors proposes that no dividend from the financial year 2017 is paid.

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

12. 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 current remuneration package would be kept. 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 5,550 per month and all Non-Executive 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. 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 Board of Directors proposes to the Annual General Meeting that the company will pay the auditor's fee against an invoice that is inspected by the Company.

13. 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 five (5).

14. Election of the members of the Board of Directors

The Nomination and Remuneration Committee proposes to the Annual General Meeting that Dr Jelena Manojlovic, Ivan Jakovcic, Barry Rourke, Thorstein Abrahamsen and Guy Konsbruck will be re-elected for the next mandate that begins from the end of the General Meeting and ends at the end of the Annual General Meeting in 2019.  Shareholders Atkey Ltd and Kermas Ltd, have expressed their support to this proposal and will vote at the upcoming AGM in favor of it. These shareholders represent 53.60% of the share capital of the company.

Shareholders Joensuun Kauppa ja Kone Oy, Markku Kankaala, Esa Hukkanen, Petri Suokas, Tomi Hyttinen, Taloustieto Incrementum Ky, Juhani Lemmetti, Kari Kakkonen, Antti Kivimaa, AJ Elite Value Hedge Sr, Aarne Simula and Timo Kankaala, owning shares representing more than one tenth of all the shares and votes of the company have informed the Board of Directors that they will propose to the Annual General Meeting the election of a Board of Directors independent of the company's main shareholder and his controlled corporation. The proposal for the composition of the Board of Directors will be presented later when it is available and the candidates have given their consent to the appointment.

15. 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.

16. Authorization of the Board of Directors to decide on distribution of assets from the invested unrestricted equity fund

The Board of Directors further proposes to the Annual General Meeting that the Annual General Meeting would authorize the Board of Directors to decide on its discretion on the distribution of assets from the invested unrestricted equity fund in quarter four 2018 as follows:

• The total amount of the capital redemption would be a maximum of EUR 0.02 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 is proposed to have a right to decide on other terms and conditions related to asset distribution.

17. 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.

18. 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 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 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.

19. Special audit

Shareholders Joensuun Kauppa ja Kone Oy, Markku Kankaala, Esa Hukkanen, Petri Suokas, Tomi Hyttinen, Taloustieto Incrementum Ky, Juhani Lemmetti, Kari Kakkonen, Antti Kivimaa, AJ Elite Value Hedge Sr, Aarne Simula and Timo Kankaala, owning shares representing more than one tenth of all the shares and votes of the company have informed the Board of Directors that they will propose to the Annual General Meeting that a special audit of the administration and accounts of the Company for the accounting periods of 1.1.-31.12.2015, 1.1.-31.12.2016, 1.1.-31.12.2017 and the accounting period from 1.1.2018 to 31.4.2018 should be ordered, in accordance with Chapter 7, Section 7 of the Limited Liability Companies Act. According to the proposal, special audit should focus on operations of Afarak and its administration, and the legality of the operations should be clarified in the special audit, especially regarding and considering transactions made with the main shareholder, his controlled corporations and other parties and persons closely associated with him.

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 a week before the Annual General Meeting at the Company's headquarters at the address Unioninkatu 20-22, 00130 Helsinki, Finland.  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 12 June 2018.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1        Right to attend

A shareholder who no later than on 17 May 2018 is registered as the Company's shareholder in the shareholders' register of the Company 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 shareholders' 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 23 May 2018, either:

• by letter to Afarak Group Plc, Unioninkatu 20-22, 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 shall inform the Company of his/her personal identification number or business ID, address, phone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy 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 a 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, Unioninkatu 20-22, 00130 Helsinki, Finland no later than 4:00 p.m. on 24 May 2018.

4        Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she have on the record date of the general meeting on 17 May 2018,  and is advised to request in good time in advance necessary instructions regarding the registration in the temporary Company's shareholders' register held by Euroclear Finland Ltd., 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 24 May 2018.

5        Other instructions and information

Afarak Group Plc has at the date of invitation, 8 May 2018, in total 263,040,695 shares in issue and of which 263,040,695 have voting rights. The company holds in total 2,854,161 shares in treasury.

Afarak Group Plc has published the Report by the Board of Directors, the Financial Statements 2017, 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 8 MAY 2018.

AFARAK GROUP PLC
BOARD OF DIRECTORS

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

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Source: Afarak Group via Globenewswire