Afarak Group Plc - Notice to general meeting

AFARAK GROUP: INVITATION TO THE ANNUAL GENERAL MEETING

14:00 London, 16:00 Helsinki, 2 May 2017 - Afarak Group Plc ("Afarak" or
"the Company") (LSE: AFRK, OMX: AFAGR)

                    INVITATION TO THE ANNUAL GENERAL MEETING

Afarak Group plc invites shareholders to the Annual General Meeting to be held
on 23 May 2017, starting at 10:00 a.m. (Finnish time) at Klaus K Hotel,
Erottajankatu 4 C, 00120, Helsinki, Finland.

Registration begins at 9:30 a.m.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING:
  1. Opening
  2. Election of the Chairman and of the Secretary
  3. Approval of the Agenda
  4. Election of the scrutinizer of the minutes and vote counting supervisor
  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 Financial Statements for the year 2016 and the Report
     of the Board of Directors
  9. Presentation of the Auditor's Report
 10. Adoption of the Group Financial Statements
 11. Resolution on the use of the profit shown on the Balance Sheet and capital
     redemption

The Board of Directors proposed to the Annual General Meeting held in 2016 a
dividend policy through which the Group will in future review it distributions
to shareholders either through a capital redemption or dividend twice yearly at
the time of full year and the half year announcements. This policy will allow
the Board to take prudent decisions based on market conditions whilst continuing
to share its positive results with shareholders.



Based on the results of 2016 no distribution for the year ending 2016 is being
recommended. The Board of Directors proposes that no dividend is paid.



However, due to the exceptional results in quarter one 2017, a EUR 0.02 per
share distribution from the invested unrestricted equity fund is now being
recommended. Shareholders Joensuun Kauppa ja Kone Oy and other shareholders
represented by Mr. Kyösti Kakkonen, Atkey Ltd, Kermas Ltd, have expressed their
support to this proposal and will vote at the upcoming AGM in favor of it. These
shareholders represent 63.66%  of the share capital of the company. In line with
the distribution policy, a second distribution will be considered by the Board
of Directors at the time of the half-year announcement and, if recommended, a
further distribution will be proposed to shareholders by the Board of Directors.



The capital redemption will 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, i.e. 1 June 2017. Shares will
commence trading without the right to the capital redemption payment on 31 May
2017 in London and Helsinki. The Board of Directors proposes to the Annual
General Meeting that the capital redemption will be paid by the Company on 10
June 2017.



 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 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 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.

The Board of Directors proposes to the Annual General Meeting that the company
will pay the auditor's fee as stated in the Annual Report.
 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 5.
 15. 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 and Barry Rourke will be re-elected and
Thomas Hoyer and Thorstein Abrahamsen 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 in 2018.  Shareholders Joensuun Kauppa ja Kone Oy
and other shareholders represented by Mr. Kyösti Kakkonen, Atkey Ltd, Kermas
Ltd, have expressed their support to this proposal and will vote at the upcoming
AGM in favor of it. These shareholders represent 63.66%  of the share capital of
the company.



 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. 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. 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 6 June 2017.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1     Right to attend

A shareholder who no later than on 10 May 2017 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
18 May 2017, 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 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 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 18 May 2017.
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 18 May
2017.
5     Other instructions and information

Afarak Group Plc has at the date of invitation, 2 May 2017, in total
263,040,695 shares in issue and of which 263,040,695 have voting rights. The
company holds in total 3,744,717 shares in treasury.

Afarak Group Plc has published the Report by the Board of Directors, the
Financial Statements 2016, 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 2 May 2017.
AFARAK GROUP PLC
BOARD OF DIRECTORS
WWW.AFARAK.COM

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




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Priedai:

AFARAK BIO-NOTES.pdf

AFARAK INVITATION TO AGM.pdf