| EVOX RIFA GROUP OYJ STOCK EXCHANGE BULLETIN 20 March 2001 at 9.00 a.m. THE BOARD OF EVOX RIFA GROUP OYJ DECIDED TO CALL ANNUAL GENERAL MEETING The Board of Evox Rifa Group Oyj decided to call the Annual General Meeting for Wednesday 11 April 2001 at 9.00 a.m. to address matters to be resolved at the annual general meeting pursuant to the Articles of Association, the boards' proposal for the amendment of the Articles of Association and the below referred board's proposal. The meeting will be held in the Corona Auditorium of Stella Business Park, Lars Sonckin kaari 16, Espoo. The board of Evox Rifa Group Oyj has decided to propose an authorisation for the board to execute new share issues and/or convertible bond issues. The invitation and the above mentioned proposals of the board are attached to this bulletin. For more information contact the company CEO Mr Harri Launonen by telephone at +358 9 5406 5001. Evox Rifa Group Oyj Harri Launonen
CEO Distribution:
Helsinki Exchanges
Press and Media Enclosures: - Invitation to General Meeting
- Proposal for the amendment of the Articles of Association
- Proposal for board authorisation
Enclosure 1 EVOX RIFA GROUP OYJ - INVITATION TO ATTEND GENERAL MEETING The shareholders of Evox Rifa Group Oyj are invited to attend the Annual General Meeting to be held on Wednesday 11 April 2001 at 9 a.m. in the Corona Auditorium of Stella Business Park, Lars Sonckin kaari 16, Espoo. The listing of the persons entered for the meeting will begin at 8.30 a.m. Matters to be addressed at the General Meeting: - Matters to be addressed at the Annual General Meeting according to the Section 8 of the Articles of Association
- Amendment of Section 7 of the Articles of Association
The Board of Directors proposes Section 7 of the Articles of Association be amended in order to be consistent with the recent amendments of the Companies Act. Accordingly, the invitation shall be published no later than 17 days (at present 12 days) prior to the General Meeting, and registration to the General Meeting shall take place no later than the date determined by the Board of Directors, which date may not be earlier than ten days prior to the General Meeting (at present five days).
- Authorisation of the Board of Directors to decide on new issues and/ or convertible loans
The Board of Directors proposes to the General Meeting that the General Meeting revoke its authorisation of 14 November 2000 and authorise the Board of Directors to decide to increase the share capital by one or several new issues and/or to take one or several convertible loans, so that in a new issue of shares and/or in converting convertible loans the share capital may be increased by an aggregate maximum amount of EUR 866,855 or a smaller amount corresponding to a maximum of one-fifth of the registered share capital and the aggregate number of votes attaching to the shares at the time of the authorisation decision of the General Meeting and the decision of the Board of Directors to increase the share capital. The authorisation entitles the Board of Directors to by way of directed issue, deviate from the shareholders' pre-emptive right of subscription of new shares and/or convertible loans, provided that there are weighty financial reasons on part of the Company for such a deviation, and to decide on subscription of shares against apport en nature or otherwise on special terms and conditions or by using the right of set-off. The Board of Directors may use its authorisation when required for developing the company's business activities, for consolidating the capital structure, for broadening the shareholder basis, for facilitating corporate acquisitions and for other similar purposes. The Board of Directors may not deviate from the shareholders' pre-emptive subscription right in favour of anyone belonging to the inner circle of the Company. The authorisation is in force one year from the date of the General Meeting. The authorisation also entitles the Board of Directors to decide on the parties entitled to subscribe, the subscription price and terms of subscription, the terms and conditions of the convertible loans and other terms and matters relating to new issues and/or the taking of convertible loans. Information The Annual Accounts, the Board of Directors’ proposal to the General Meeting regarding the authorisation of the Board of Directors as well as all other documentation required under the Companies Act are available at the Company’s head office at the address Lars Sonckin kaari 16, Espoo, as of 4 April 2001. Copies of the said documents will also be available at the General Meeting and sent to shareholders on request. Attending rights A shareholder is entitled to attend the General Meeting provided that he or she is entered on 30 March 2001 as a shareholder in the Company’s shareholders’ register kept by the Finnish Central Securities Depository Ltd, or also if he or she is entitled thereto under Chapter 3a, Section 4, Subsection 2 of the Companies Act. Notice of attendance A shareholder, who wishes to attend the General Meeting, shall inform the Company no later than 9 April 2001 at 4 p.m. of his intention to attend. Such notice shall be given either by by mail to the address Evox Rifa Group Plc, Lars Sonckin kaari 16, 02600 Espoo, or by telephone +358 (0)9 5406 5002/Hanna Pento or by e-mail to the address hanna.pento@evoxrifa.fi. Any Powers of Attorney shall be submitted in connection with such notice to attend or separately by mail. Any notice shall arrive before the period of notice ends. Espoo, 19 March 2001 Evox Rifa Group Oyj Board of Directors Enclosure 2 EVOX RIFA GROUP OYJ BOARD'S PROPOSAL TO THE ANNUAL GENERAL MEETING 11.04.2001 FOR THE AMENDMENT OF THE ARTICLES OF ASSOCIATION The Board of Directors proposes to the Annual General Meeting of Evox Rifa Group Plc to be held on 11 April 2001 that Section 7 of the Articles of Association be amended as follows to reflect the changes of Chapter 3a, Section 11 and Chapter 9, Section 9, Subsection 1 that became effective as of 1 January 2001: Section 7 of the Articles of Association as in force reads as follows: "The invitation to a General Meeting is served on the shareholders no earlier than two (2) months and no later than twelve (12) days prior to the meeting by publishing it in a newspaper published in the Helsinki area as determined by the Board of Directors, and as a stock exchange bulletin. In order to attend a General Meeting, a shareholder must inform the Company at the latest at the date set by the Board of Directors, which date can be no earlier than five days prior to the meeting." For the Articles of Association to consistent with applicable law, the Board proposes Section 7 of the Articles of Association be amended as follows: "The invitation to a General Meeting is served on the shareholders no earlier than two (2) months and no later than seventeen (17) days prior to the meeting by publishing it in a newspaper published in the Helsinki area as determined by the Board of Directors, and as a stock exchange bulletin. In order to attend a General Meeting, a shareholder must inform the Company at the latest at the date set by the Board of Directors, which date can be no earlier than ten (10) days prior to the meeting." Espoo, 19 March 2001 The Board of Directors Enclosure 3 EVOX RIFA GROUP OYJ BOARD'S PROPOSAL TO THE ANNUAL GENERAL MEETING 11.04.2001 FOR THE BOARDS'S AUTHORISATION TO DECIDE ON NEW ISSUES AND/OR CONVERTIBLE LOANS The Board of Directors of the Evox Rifa Group Plc proposes to the Annual General Meeting of the Company to be held on 11 April 2001 that the General Meeting revoke its authorisation of 14 November 2000 and the Board of Directors be authorised to decide on new issues and/or convertible loans as follows: The Board of Directors of the company is authorised to decide to increase the share capital by one or several new issues and/or to take one or several convertible loans, so that in a new issue of shares and/or in converting convertible loans the share capital may be increased by an aggregate maximum amount of EUR 866,855 or a smaller amount corresponding to a maximum of one-fifth of the registered share capital and the aggregate number of votes attaching to the shares at the time of the authorisation decision of the General Meeting and the decision of the Board of Directors to increase the share capital. The authorisation entitles the Board of Directors to deviate from the pre-emptive right of subscription of new shares and/or convertible loans, provided that there are weighty financial reasons of the company for such a deviation, and to decide on subscription of shares against apport en nature or otherwise on special terms and conditions and by using the right of set-off. The Board of Directors may use its authorisation when required for developing the company's business activities, for consolidating the capital structure, for broadening the shareholder basis, for facilitating corporate acquisitions and for other similar purposes. The Board of Directors may not deviate from the shareholders' pre-emptive subscription right in favour of anyone belonging to the inner circle of the company. The authorisation also entitles the Board of Directors to decide on the parties entitled to subscribe, the subscription price and other terms of subscription, the terms and conditions of convertible loans and other terms and matters relating to new issues and/or the taking of a convertible loan. The authorisation is in force for one year from the date of the Annual General Meeting. The General Meeting has on 14 November 2000 authorised the Board to decide by 14 November 2001 on to increase the share capital by one or several new issues and/or to take one or several convertible loans. On the basis of such authorisation the share capital may be increased by an aggregate maximum amount of EUR 866,855. The authorisation was registered on 21 December 2000. By approving the above referred proposal of the Board the Annual General Meeting also decides to revoke the above mentioned authorisation given on 14 November 2000. The opinion of the company's auditors on the reasons for the deviation of the shareholders' pre-emptive subscription right will be attached to the proposal. Espoo, 19 March 2001 The Board of Directors | 
