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2015-04-16

Afarak Group: PUBLICATION OF SHAREHOLDER CIRCULAR FOR THE PROPOSED TRANSFER OF LISTING SEGMENT FROM PREMIUM TO STANDARD ON THE LONDON STOCK EXCHANGE

7:00 London, 9:00 Helsinki, 16 April 2015 - Afarak Group Plc, Stock Exchange
Release
PUBLICATION OF SHAREHOLDER CIRCULAR FOR THE PROPOSED TRANSFER OF LISTING
SEGMENT FROM PREMIUM TO STANDARD ON THE LONDON STOCK EXCHANGE
Afarak Group PLC ("Afarak" or the "Company") (LSE: AFRK, OMX: AFAGR) announces
that the Company intends to transfer the listing segment of their shares on
the Main Market of the London Stock Exchange to a Standard listing from the
current Premium listing.

The proposed change to a Standard listing is subject to shareholder approval
and the Board will seek authority from the shareholders to transfer its
listing on the London Stock Exchange. The purpose of the transfer is to allow
the Company to reduce the costs of its listing which arise from the
regulatory burden applicable to companies with a Premium listing, which would
no longer be applicable following transfer to a Standard listing.

Afarak will maintain the listing of its shares on the NASDAQ Helsinki Stock
Exchange. The trading arrangements for the Company's shares on the NASDAQ
Helsinki Stock Exchange and on the London Stock Exchange will remain
unchanged.

Under the UK Listing Rules, there are two principal forms of listing available
for the equity shares of commercial companies traded on the Main Market of
the London Stock Exchange: (i) the Standard segment that complies fully with
the relevant European directives, as adopted by all member states in the
European Union; and (ii) the Premium segment to which the UK Financial
Conduct Authority ("FCA") has applied some additional 'super-equivalent'
provisions.

When it sought its London listing, the Company elected to apply for admission
of the Shares to the Premium segment of the UK Official List and its shares
have been listed on the Premium segment of the UK Official List since their
admission in July 2010. The Board has from time to time reviewed the benefits
and burdens of maintaining the listing on the Premium segment.

The Board believes that the additional regulatory requirements imposed by
maintaining the listing on the Premium segment are no longer in the best
interests of the Company and that a listing on the Standard segment of the UK
Official List, with trading on the Main Market of the London Stock Exchange,
together with the listing and trading on the NASDAQ Helsinki Stock Exchange
represent the best balance between the positive benefits of regulatory
requirements designed to protect the interests of shareholders as a whole
(including the Company's smaller shareholders) and the downside of such
requirements (including direct and indirect costs of compliance and loss of
flexibility), having regard to the size of the Company, its shareholder base
and business plans in the medium term.

The Company remains committed to good corporate governance and will continue
to comply with the Finnish Corporate Governance Code, the regulations of the
Finnish FSA and the NASDAQ Helsinki Stock Exchange as well as those
requirements of the FCA which are applicable to a company with a Standard
listing in addition to a listing on another EU regulated market in its home
EU member state. The Company does not anticipate there being any material
change to its corporate governance arrangements as a result of the transfer.

A detailed summary of the differences between the UK Listing Rules that are
applicable to the Company, by virtue of its Premium listing and those which
will apply if it moves to a Standard listing, taking into account the
provisions which would not apply in either case due to the Company being
subject to Finnish laws and regulations instead will be set out in the
circular to be published by the Company. The principal differences are in
respect of the significant transactions and related party transactions under
Chapter 10 and 11 of the UK Listing Rules (including the requirement to seek
shareholder approval in certain cases) and the need to comply or explain
non-compliance with the UK Corporate Governance Code (in addition to the need
to comply or explain non-compliance with the Finnish Corporate Governance
Code) would no longer apply to the Company.

Completion of the transfer of the Shares on the Main Market of the London
Stock Exchange from the Premium segment to the Standard segment is
conditional upon shareholders' approval by way of resolution being obtained
at the Annual General Meeting, which must be approved by not less than 75% of
the votes attaching to the shares voted on the resolution. Accordingly, a
resolution to approve the transfer of listing segment will be proposed under
item 17 of the notice of Annual General Meeting to be held at Restaurant
Palace in Helsinki at 10:00 a.m. Finnish time on Friday 8 May 2015.

Finnish company law does not specifically recognise the threshold of "75% of
the votes attaching to the shares voted on the resolution", which is the
threshold required by the FCA as a condition for the Company to formally
apply to the FCA for the change of listing segment. As such, the resolution
will be proposed as an ordinary resolution, which, under Finnish law, only
requires the approval of a majority of the shares voted on the resolution. As
such, it is possible that the Resolution could be "passed" for the purpose of
Finnish law, but would not constitute sufficient shareholder approval for the
purposes of the UK Listing Rules; if this happens the transfer will not
proceed.

Further details will be included in the circular prepared by the Company which
the Company expects will be published later today.
AFARAK GROUP PLC
Danko Koncar
CEO
For additional information, please contact:

Afarak Group Plc

Danko Koncar, CEO, +44 (0)20 7376 1175,danko.konchar@afarak.com
Afarak Group is a chrome mining and minerals producer focused on delivering
sustainable growth with a speciality alloys business in southern Europe and a
ferro alloys business in South Africa. The Company is listed on NASDAQ
Helsinki (AFAGR) and the Main Market of the London Stock Exchange (AFRK).
www.afarakgroup.com
Distribution:
NASDAQ Helsinki
London Stock Exchange
main media
www.afarakgroup.com

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Afarak Group via Globenewswire

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