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8:00 London, 10:00 Helsinki, 16 April 2015 – Afarak Accumulation Plc, Banal Barter ReleaseINVITATION TO THE ANNUAL GENERAL MEETING
The shareholders of Afarak Accumulation Plc are arrive to appear the Annual Accepted Affair to be captivated 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 allotment of the participants begins at 9:30 a.m.
The shareholders are abreast that the advice apropos annual 17 of the calendar should be apprehend in affiliation with the annular anachronous 16 April 2015 (the “Circular”) which contains added capacity in affiliation to the proposed alteration of advertisement articulation of the Company’s advertisement on the London Banal Exchange. Shareholders are brash to apprehend the Annular above-mentioned to authoritative a accommodation in affiliation 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. Acclamation of the administrator and acclamation of the secretary
3. Approval of the agenda
4. Acclamation of the scrutinizer of the annual and the actuality to administer the counting of votes
5. Recording the amends and quorum of the meeting
6. Adoption of the annual of votes
7. Review by the administration of the company
8. Presentation of the banking statements for the year 2014 and the abode of the Lath of Directors
9. Presentation of the auditor’s report
10. Adoption of the banking statements and the accumulation banking statements
11. Resolution on the use of the accumulation and the basic redemption
It is proposed to the Annual Accepted Affair that the aggregation shall not pay a allotment in annual of the banking year concluded on 31 December, 2014.
The Lath of Admiral proposes to the Annual Accepted Affair a basic accretion of EUR 0.02 per allotment for the year concluded on 31 December 2014. The acquittal is proposed to be fabricated from the company’s armamentarium for invested complete equity. The basic accretion is repaid to the shareholders who are registered on the company’s actor annals maintained by Euroclear Finland Ltd on the almanac date for payment, actuality 12 May 2015. Shares will arise trading after the appropriate to the basic accretion acquittal on 11 May 2015 in London and Helsinki.
The Lath of Admiral proposes to the Annual Accepted Affair that the basic accretion shall be paid by the Aggregation on 20 May 2015.
12. Resolution on the acquittal of the associates of the Lath of Admiral and the CEO from liability
13. Resolution on the accomplishment of the associates of the Lath of Admiral and of the Auditor
It is proposed to the Annual Accepted Affair that the Administrator of the Lath would be paid EUR 4,500 per month, the accustomed Lath Associates would be paid EUR 3,500 per ages and the Administrator of the Audit and Risk Administration Lath would be paid EUR 4,500 per month. Furthermore, the non-executive Lath Associates who serve on the Board’s Committees would be paid added EUR 1,500 per ages for the lath work. The controlling Lath associates shall not be paid accomplishment for their assignment on the Lath of Directors.
The Lath of Admiral proposes to the Annual Accepted Affair that the aggregation will pay the fee to the accountant adjoin an balance that is brash and accustomed by the company.
14. Resolution on the cardinal of the associates of the Lath of Directors
The Nomination and Accomplishment Lath proposes to the Annual Accepted Affair that the cardinal of associates of the Lath of Admiral shall be seven.
15. Acclamation of the associates of the Lath of Directors
The Nomination and Accomplishment Lath proposes to the Annual Accepted Affair 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 adopted as new associates for the abutting allotment that begins from the end of the Accepted Affair and ends at the end of the Annual Accepted Affair on 2016.
16. Acclamation of the Auditor
The Lath of Admiral proposes to the Annual Accepted Affair according to the advocacy by the company’s Audit Lath that Accustomed Accessible Accountant Firm Ernst & Young Oy would be re-elected as the accountant of the company. Ernst & Young Oy has proposed that the accountant with the basic albatross would be APA Erkka Talvinko.
17.Transfer of advertisement articulation of London listing
The Lath of Admiral proposes to the Annual Accepted Affair that:
The shareholders are abreast that due to the requirements of the United Kingdom Advertisement Authority this resolution requires the acknowledging vote of at atomic 75 % of the votes adhering to the shares voted on the resolution, to be brash as accepting been “approved”. Recording an “abstention” is not counted as a “vote” for these purposes.
The Aggregation will accord at atomic 20 business days’ apprehension by a banal barter absolution of the date that the alteration will become effective, if the alteration is approved. The ancient date the alteration can become able is Tuesday 9 June 2015.
18. Authorizing the Lath of Admiral to adjudge aloft allotment affair and aloft arising added appropriate rights that baptize to shares
The Lath of Admiral proposes to the Annual Accepted Affair that the Lath of Admiral be accustomed to affair accustomed shares and affair banal options and added appropriate rights that baptize to shares.
By advantage of the allotment shares could be issued in one or added tranches up to a best of 25,000,000 new shares or shares endemic by the company. This equates about 9.6 % of the company’s accepted registered shares. The Lath of Admiral would, by advantage of the authorization, be advantaged to adjudge on the allotment issues and on the arising of banal options and added appropriate rights that baptize to shares.
The Lath of Admiral may use the allotment amid added things to accession added accounts and enabling accumulated and business acquisitions or added arrange and investments of business action or for agent allurement and charge schemes. The Lath of Admiral proposes that, by advantage of the authorization, the Lath of Admiral can adjudge both on allotment affair adjoin acquittal and on allotment affair after payment. The acquittal of the cable amount could additionally be fabricated with added application than money. The allotment would accommodate appropriate to adjudge on derogating from shareholders’ pre-emptive appropriate to allotment cable provided that the altitude set in the Companies’ Act are fulfilled.
The Lath of Admiral proposes that the allotment replaces all antecedent authorizations and that it is accurate two (2) years as from the accommodation of the Accepted Meeting.
19. Authorizing the Lath of Admiral to adjudge on the accepting of own shares
The Lath of Admiral proposes to the Annual Accepted Affair that the Lath of Admiral would be accustomed to adjudge on the accepting of company’s own shares.
By advantage of the allotment apropos the accepting of own shares a best of 15,000,000 own shares could be acquired with the funds from the company’s complete shareholders’ equity, however, in such a way that the absolute cardinal of own shares, which the Aggregation and its subsidiaries accept in their control or as a pledge, does not beat one tenth of all shares in accordance with Area 11 of Affiliate 15 of the Finnish Companies Act. The allotment covers accretion of shares in accessible barter in NASDAQ Helsinki Oy and additionally alfresco of the accessible trade. The advantage paid for acquired shares shall be based on the bazaar value.
Derivative contracts, allotment accommodation agreements or added agreements may be fabricated aural laws and regulations if they are accepted to basic market. The allotment entitles the lath of admiral to accomplish a resolution on accretion contrarily than in the affiliation of the shares endemic by the shareholders (directed acquisition) according the preconditions set alternating in the Companies Act.
The Lath of Admiral proposes that the allotment apropos the accretion of own shares would amid added things be acclimated in developing the company’s basic structure, in costs and active accumulated acquisitions and added arrangements, in active the company’s share-based allurement systems or contrarily in actuality transferred or cancelled. The accretion of shares reduces the company’s distributable non-restricted shareholders’ equity.
The Lath of Admiral proposes that the allotment replaces all antecedent authorizations and that it is accurate 18 months as from the accommodation of the Accepted Meeting.
20. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
Documents to be kept on appearance in accordance with the Finnish Companies Act are accessible for the shareholders’ analysis no after than three weeks afore the Annual Accepted Affair at the Company’s abode at the abode Kasarmikatu 36, FI-00130 Helsinki. In addition, the abstracts will be accessible no after than 21 canicule afore the Annual Accepted Affair on the Company’s website at the abode www.afarak.com. Copies of these abstracts will be beatific to the shareholders on request.
The annual of the Affair will be accessible on the aloft mentioned website at the latest from 22 May 2015.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Appropriate to attend
A actor who no after than on 27 April 2015 is registered as the Company’s actor in a actor annals captivated by Euroclear Finland Ltd has the appropriate to participate in the Annual Accepted Meeting. A actor whose shares are registered on his/her claimed Finnish book-entry annual is registered in the Company’s actor register.
2. Apprehension to attend
A actor adulatory to appear the Annual Accepted Affair shall accord apprehension to appear the affair to the Aggregation no after than by 4:00 p.m. Helsinki time on 5 May 2015, either:
The apprehension shall be at the aggregation afore the borderline of the apprehension to attend.
In accession to his/her name, a actor is additionally requested to acquaint the Aggregation of his/her character cardinal or business ID, address, buzz cardinal and the name of a accessible representative. The claimed abstracts of shareholders shall be acclimated alone for purposes accompanying to the accepted affair and all-important allotment accompanying thereto.
Shareholders accessory the accepted affair accept a appropriate to appeal advice apropos affairs which are dealt with by the affair as declared in the Finnish Companies Act, affiliate 5, area 25.
3. Using adumbrative and proxies
A actor has a appropriate to appear the affair and use his rights via representative. A proxy adumbrative charge present a anachronous proxy or charge contrarily in a reliable way prove that he/she has a appropriate to represent a shareholder. The Aggregation does not accept a proxy arrangement accessible for shareholders. If a actor participates in the Annual Accepted Affair by agency of several proxy assembly apery the actor with shares on altered balance accounts, the shares by which anniversary proxy adumbrative represents the actor shall be articular in affiliation with the registration.
Proxy abstracts should be delivered (as originals) calm with the apprehension to appear to: Afarak Accumulation Plc, Kasarmikatu 36, FI-00130 Helsinki no after than 4:00 p.m. on 5 May 2015.
4. Holders of appointee registered shares
A holder of appointee registered shares is brash to appeal in acceptable time in beforehand all-important instructions apropos the allotment in the Company’s actor register, arising of proxy abstracts and allotment for the Annual Accepted Affair from his/her babysitter bank. The annual administration organisation of the babysitter coffer will annals a holder of appointee registered shares, who wants to participate in the Annual Accepted Meeting, to be entered into the Company’s acting actor annals no after than 10:00 a.m. on 5 May 2015.
5. Added instructions and information
Afarak Accumulation Plc has at the date of invitation, 16 April 2015, in absolute 259,562,434 shares in affair and of which 259,562,434 accept voting rights. The aggregation holds in absolute 4,244,717 shares in treasury.
Afarak Accumulation Plc has appear the Abode by the Lath of Directors, the Banking Statements 2014, the Auditor’s Report, the Accumulated Governance Statement and the Accomplishment Abode in English and in Finnish. Shareholders may adjustment the abstracts by buzz from cardinal 358 50 372 1130 on weekdays amid 10:00 a.m. and 4:00 p.m. Helsinki time. The abstracts can additionally be begin from the aggregation website from abode www.afarak.com.
IN HELSINKI, ON 16 April 2015
AFARAK GROUP PLC
BOARD OF DIRECTORS
This certificate is based on a adaptation into English of a certificate accounting in Finnish. In case of any discrepancies, inconsistencies or inaccuracies, the Finnish adaptation shall prevail.
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