Afarak Group Plc - Notice to 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

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:
  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.

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 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]

Attachments:

Board_Candidate_CVs.pdf