Afarak Group — AGM Information 2015

Apr 16, 2015

INVITATION TO THE ANNUAL GENERAL MEETING

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

1. 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:
i. 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
ii. 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.

1. 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 ilmo@afarak.com; or
* by fax to +358 10 440 7001.

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 +358 50 372 1130 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.

[HUG#1911338]

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