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EVOX RIFA GROUP OYJ STOCK EXCHANGE BULLETIN
on March 7, 2002 at 10:30 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 27 March 2002 at 11.00 a.m.
to address matters to be resolved at the Annual General Meeting
pursuant to 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 proposal of the Board
is attached to this bulletin.
For more information contact Mr. Harri Launonen, President
of Evox Rifa Group Oyj, tel. +358 9 5406 5001.
Evox Rifa Group Oyj
Harri Launonen
President
Distribution:
Helsinki Exchanges
Principal Media
Enclosures:
- Invitation to General Meeting
- Proposal for Board authorisation
- Opinion of the Company's Auditors
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 27 March
2002 at 11 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 10.30 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
- 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 11 April 2001
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 20 March 2002. 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 15 March 2002 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 25 March 2002 at 3
p.m. of his intention to attend. Such notice shall be given
either by mail to the address Evox Rifa Group Oyj, Lars Sonckin
kaari 16, 02600 Espoo, or by telephone +358 9 5406 5002/Hanna
Pento or by e-mail to the address hanna.pento@evoxrifa.com.
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, 7 March 2002
Evox Rifa Group Oyj
Board of Directors
Enclosure 2
EVOX RIFA GROUP OYJ 13 February 2002
BOARD'S PROPOSAL TO THE ANNUAL GENERAL MEETING 27 MARCH
2002 FOR THE BOARDS'S AUTHORISATION TO DECIDE ON NEW ISSUES
AND/OR CONVERTIBLE LOANS
The Board of Directors of the Evox Rifa Group Oyj proposes
to the Annual General Meeting of the Company to be held on
27 March 2002 that the General Meeting revoke its authorisation
of 11 April 2001 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 11 April 2001 authorised the Board
to decide by 11 April 2002 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 3 August
2001. By approving the above referred proposal of the Board
the Annual General Meeting also decides to revoke the above
mentioned authorisation given on 11 April 2001.
Evox Rifa Group OyjEspoo, 13 March 2002
Board of Directors
Enclosure 3
THE OPINION OF THE COMPANY’S AUDITORS ON THE REASONS
FOR THE DEVIATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION
RIGHT
To the General Meeting of Evox Rifa Group Oyj
The Board of Directors of Evox Rifa Group Oyj Finvest Oyj
proposes to the Annual General Meeting to be convened on 27
March 2002 that the General Meeting authorise the Board of
Directors of the Company to decide on the increase of the
share capital by one or several new issues and/or to take
convertible loans one or several times, 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
866.855 euro or a smaller amount corresponding to a maximum
of 20 % 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 shareholders' 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. The Board
of Directors may use its authorisation when required for the
development of the company's business activities or capital
structure, for broadening the owner base, for acquisitions
and for other similar purposes. The Board may not make a deviation
in favour of the inner circle.
The authorisation 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.
As auditors of Evox Rifa Group Oyj we submit as our statement
stipulated by the Finnish Companies Act in chapter 4, section
4a, subsection 2 that the proposal of the Board of Directors
gives a true and fair view of the grounds on the basis of
which the subscription price shall be determined and the reasons
for deviating from the pre-emptive subscription right.
Helsinki, 5 Marchh 1, 2002
Pricewaterhouse Coopers Oy
Authorised Public Accountants
Eero Suomela
Authorised Public Accountant
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