Afarak Group — Proxy Solicitation & Information Statement 2018

May 8, 2018

INVITATION TO THE ANNUAL GENERAL MEETING

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.

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

2. 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.

1. 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).

1. 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.

1. 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.

1. 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.

1. 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 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.

1. 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.

1. 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 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 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 +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 8 MAY 2018.

AFARAK GROUP PLC
BOARD OF DIRECTORS

For additional information, please contact:

Guy Konsbruck, CEO, +356 2122 1566, guy.konsbruck@afarak.com

Jean Paul Fabri, PR Manager, +356 2122 1566, jp.fabri@afarak.com

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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