EVOX RIFA GROUP OYJ STOCK EXCHANGE BULLETIN Nov 1, 2000 at 9.00

THE BOARD OF EVOX RIFA GROUP PLC DECIDED TO CALL AN EXTRAORDINARY GENERAL MEETING

The board of Evox Rifa Group Plc has decided to propose both stock options for separately appointed key persons and management as well as an authorisation for the board to execute new share issues and/or convertible bond issues at an extraordinary shareholders' general meeting.

The board of Evox Rifa Group Plc decided to call an extraordinary general meeting for Tuesday 14 November 2000 at 2.00 p.m. The meeting will be held in the Diana Auditorium, Erottajankatu 5, Helsinki.

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 Plc
Harri Launonen
CEO
Pekka Lopperi
CFO

Distribution:
Helsinki Exchanges
Press and Media

Enclosures:

1. Invitation to General Meeting
2. Proposal for board authorisation
3. Proposal for option rights
4. Auditor's statements

Enclosure 1

EVOX RIFA GROUP PLC - INVITATION TO ATTEND GENERAL MEETING

The shareholders of Evox Rifa Group Plc are invited to attend an
Extraordinary General Meeting to be held on Tuesday 14 November 2000 at 2 p.m. in the Diana Auditorium, address Erottajankatu 5, Helsinki. The listing of the persons entered for the meeting will begin at 1.30 p.m.

Matters to be addressed at the General Meeting:

1 Offering of Stock Options

The Board of Directors proposes the General Meeting decide to offer 7,500,000 stock options that entitle the holders to subscribe for 7,500,000 Evox Rifa Group Plc shares. In deviation from the
pre-emptive subscription right of the shareholders, the stock options would be offered for subscription to later named key personnel of the Evox Rifa Group Plc, to the management of the Evox Rifa Group Plc as well as to a subsidiary of the Group. The proposal for deviation from the shareholders' pre-emptive subscription right is made because the stock options are intended as part of the Company's key personnel incentive programme.

The stock options entitle the holders to subscribe for 7,500,000 new shares of a nominal value of EUR 0.05, of which 2,000,000 will be marked with the letter A, 2,500,000 with the letter B and 3,000,000 with the letter C. The subscription period of the A-shares is 31 December 2001 – 31 December 2006 and the subscription price is the average trading price of the Company's share weighted with trading volumes 30 days after listing + 10%. The subscription period of the B-shares is 31 December 2003 – 31 December 2006 and the subscription price is the average trading price of the Company's shares weighted with trading volumes 30 days after 31 December 2001 + 15%. The subscription period of the C-shares is 31 December 2004 – 31 December 2006 and the subscription price is the average trading price of the Company's shares weighted with trading volumes 30 days after 31 December 2002 + 15%. From the share subscription price shall be deducted the amount of dividends resolved upon and distributed before the subscription of shares. The subscription price may not, however, be less than the nominal value of the share. The stock options must be paid when subscribed for. The shareholder rights start when the increase of share capital has been registered in the trade register. Pursuant to the share subscription the share capital can be increased by a maximum of EUR 375,000.

As a consequence of the option programme, the board proposes the fees of the board be reduced by half.

2. 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 Board of Directors be 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 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 Board of Directors’ proposals to the General Meeting regarding the offering of stock options, authorisation of the Board of Directors as well as all other documentation required under the Companies Act is available at the Company’s head office at the address Annankatu 25, Helsinki, as of 2 November 2000. 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 no later than 9 November 2000 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 10 November 2000 at 4 p.m. of his intention to attend. Such notice shall be given either by mail to the address Evox Rifa Group Plc, Annankatu 25, 00100 Helsinki, or by telephone +358 (0)9 612 9400/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.

Helsinki, 1 November 2000
Evox Rifa Group Plc
Board of Directors

Enclosure 2

EVOX RIFA GROUP PLC BOARD'S PROPOSAL TO THE EXTRAORDINARY GENERAL MEETING 14.11.2000 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 Extraordinary General Meeting of the Company to be held on 14 November 2000 that 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 Extraordinary General Meeting.
The opinion of the company's auditors on the reasons for the deviation of the shareholders' pre-emptive subscription right is attached to the proposal.

Helsinki, 1 November 2000
Evox Rifa Group Plc
The Board of Directors

Enclosure 3

EVOX RIFA GROUP PLC
BOARD'S PROPOSAL TO THE EXTRAORDINARY GENERAL MEETING 14.11.2000 ON THE OFFERING OF STOCK OPTIONS

The Board of Directors of the Evox Rifa Group Plc proposes to the Extraordinary General Meeting of the Company to be held on 14 November 2000 as follows:

The Board of Directors proposes that the General Meeting would offer 7,500,000 stock options, that entitle the holders to subscribe for 7,500,000 Evox Rifa Group Plc shares. In deviation from the pre-emptive subscription rights of the shareholders, the stock options will be offered for subscription to later named key personnel of the Evox Rifa Group, to the management of the Group as well as to a subsidiary of the Group.

The stock options entitle the holders to subscribe for 7,500,000 new shares of the nominal value of EUR 0.05, of which 2,000,000 will be marked with the letter A, 2,500,000 with the letter B and 3,000,000 with the letter C. The subscription period of the A-shares is 31 December 2001 – 31 December 2006 and the subscription price is the average trading price of the Company's shares weighted with trading volumes 30 days after listing + 10%. The subscription period of the B-shares is 31 December 2003 – 31 December 2006 and the subscription price is the average trading price of the Company's shares weighted with trading volumes 30 days after 31 December 2001 + 15%. The subscription period of the C-shares is 31 December 2004 – 31 December 2006 and the subscription price is the average trading price of the Company's shares weighted with trading volumes 30 days after 31 December 2002 + 15%. From the share subscription price shall be deducted the amount of dividends resolved upon and distributed before the subscription of shares. The subscription price may not, however, be less than the nominal value of the share.

Pursuant to the share subscription the share capital can be increased by a maximum of EUR 375,000. The stock options must be paid when subscribed for.

The deviation from the pre-emptive subscription rights of the shareholders is proposed, because the stock options are a part of the Company’s key personnel incentive scheme. The shareholder rights start when the increase of share capital has been registered in the trade register.

Part of the persons entitled to subscribe belong to the inner circle of the Company. The persons who belong to this group and who are entitled to subscribe own all in all 1 % of the Company shares and votes attaching to the shares. The portion of shares and votes owned by this group after subscription under the options to be issued will represent some 2.5 % of the Company's shares and votes after subscription.

Attached to the proposal of the Board of Directors are the terms and conditions of the stock options and the terms and conditions of the share subscription. The opinion of the company's auditors on the grounds for determination of the subscription price and the reasons for deviation from the shareholders' pre-emptive subscription right is likewise attached to the proposal.

Helsinki, 1 November 2000
The Board of Directors

I STOCK OPTION TERMS AND CONDITIONS

1. Amount

The Company will issue 7,500,000 stock options, entitling the holders to subscribe for altogether 7,500,000 shares in Evox Rifa Group Plc.

2. Stock Options

Of the stock options to be issued, 2,000,000 will be marked with the letter A, 2,500,000 with the letter B and 3,000,000 with the letter C.

The Company will send a written notification to the persons qualified for the stock options. The options are distributed when the acceptance of the persons qualified has been obtained regarding the offering. The holders of the stock options will be provided with option certificates at request when the share subscription period has begun, unless the stock options have been entered into the book entry-system.

3. Holders

The Board of Directors resolves upon the distribution of the stock options. The options shall be distributed within 2 years’ time from the decision of the General Meeting without cost in deviation from the pre-emptive subscription rights of the shareholders, to persons nominated by the Board of Directors to key personnel of the Evox Rifa Group Plc, the members of the Board of Directors and the Managing Director of Evox Rifa Group Plc and to a subsidiary of the Group. The Managing Director of Evox Rifa Group Plc will be distributed a maximum amount of 1,000,000 options. The Chairman of the Board of the Evox Rifa Group Plc will be distributed a maximum amount of 200,000 stock options and each member of the Board of Directors will be distributed a maximum amount of 100,000 stock options.

If the Board membership of the option holder ends before 31 December 2004, he or she immediately has to offer stock options to the company free of charge as follows:

- when membership ends before 31 December 2001; all stock options
- when membership ends between 31 December 2001 and 30 December 2002; half of the B-options and all C-options
- when membership ends between 31 December 2002 and 31 December 2003; half of the C options.

The deviation from the pre-emptive subscription rights of shareholders is proposed, because the stock options are a part of the Company’s key personnel incentive scheme.

4. Transferability of stock options

The stock options are freely transferable, when the share subscription period has begun for the options in question. The Board of Directors can however, in deviation from the above said, give the right to transfer the options at an earlier time.

If the subscriber is employed by or holds a position in a company belonging to the Evox Rifa Group Plc and the employment or duty ends because of another reason than the death of retirement of the person in question, he or she immediately has to offer to the Company free of charge the stock options whose subscription time according to II.2 has not yet begun on the day when the employment or duty ends.

II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION

1. Rights to subscribe for new shares

Each stock option will entitle its holder to subscribe for one (1) Evox Rifa Group Plc share, with the nominal value of EUR 0.05. Pursuant to the share subscription the share capital of the Company can be increased by a maximum of 7,500,000 new shares and a share capital of EUR 375,000.

2. Share subscription and payment

The period for the subscription of the shares commences and ends as follows:

- for stock option A the subscription period starts 31 Dec. 2001 and ends 31 Dec. 2006;
- for stock option B the subscription period starts 31 Dec. 2003 and ends 31 Dec. 2006;
- for stock option C the subscription period starts 31 Dec. 2004 and ends 31 Dec. 2006;

The Board of Directors of the Company can decide on deviating from the subscription periods or temporarily interrupt the subscription, however enabling the holders of the stock options to subscribe for the options at a certain time appointed by the Board before the subscription period ends.

The shares can be subscribed for at the head office of Evox Rifa Group Oyj and possibly elsewhere at a place later indicated by the Company. The stock options must be paid when subscribed for.

3. Subscription price

The subscription price of the A-shares is the average trading price of the Company's shares weighted with trading volumes 30 days after listing + 10%. The subscription price of the B-shares is the average trading price of the Company's shares weighted with trading volumes 30 days after 31 December 2001 + 15%. The subscription price of the C-shares is the average trading price of the Company's shares weighted with trading volumes 30 days after 31 December 2002 + 15%. From the share subscription price shall be deducted the amount of dividends resolved upon and distributed before the subscription of shares. The subscription price may not, however, be less than the nominal value of the share.

4. Registration of the shares

Shares subscribed for and fully paid will be entered in the subscriber’s book-entry account.

5. Shareholder rights

The shareholder rights shall commence when the increase of the share capital has been entered into the trade register.

6. Share issues, convertible bonds, warrants and stock options before share subscription

Should the Company, before the subscription for shares, raise its share capital through an issue of new shares, or issue new convertible bonds, warrants or stock options, a holder of stock options shall have the same right as or an equal right to that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the subscription price or both of these.

Should the Company, before the share subscription, raise its share capital by way of a bonus issue, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed for by virtue of stock options remains unchanged. Should the new number of shares that can be subscribed for by virtue of one stock option be a fraction, the fraction is taken into account by reducing the subscription price.

7. Rights in certain situations

If the Company reduces its share capital before the subscription for shares, the subscription right of the holders of stock options shall be adjusted accordingly as specified in the resolution to reduce the share capital.

If the Company is placed in liquidation, the holder of the stock options shall be reserved an opportunity to subscribe for the shares within a period of time specified by the Board of Directors before the commencing of the liquidation.

If the Company resolves to merge into another company as the company being acquired or in a company to be formed in a combination merger or if the Company resolves to be divided, the holder of stock options shall before the merger or division be given the right to subscribe for the shares within the period of time determined by the Board of Directors. After such date no subscription right shall exist.

If the Company, after the share subscription period has begun, resolves to obtain shares by an offer made to all shareholders, the holders of the stock options have to be given an equal offer. In other cases the acquisition of shares do not necessitate any further measures on part of the Company. If a shareholder is given a redemption right to redeem the other shareholders´ shares according to the Companies Act, a stock option holder should be given equal opportunity to sell his shares to the redemptive party.

If the book value [equivalent to nominal value] of the share is changed while the share capital remains unchanged, the terms and conditions of subscription shall be amended so that the total book value [equivalent to nominal value] of the shares available for subscription and the total subscription price remain the same.

8. Dispute resolution

Disputes arising in relation to the stock options shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce.

9. Other matters

The Board of Directors can resolve on the entering of the stock options into the book-entry system at a later time and decided upon the needed technical changes. The Board of Directors decides upon other matters regarding the stock options. Notices to the stock option holders will be made by mail to the postal address that the stock option holders have provided the Company with. The notices shall be seen to have been received one working day after they have been sent. The stock option documentation is kept available for inspection at the head office Evox Rifa Group Plc.

Enclosure 4

AUDITORS’ STATEMENTS

AUDITORS’ STATEMENT

To the shareholders of Evox Rifa Group Plc
The Board of Directors of Evox Rifa Group Plc has in its meeting held on 1 November 2000 decided to propose to the Extraordinary General Meeting of the Company to be held on 14 November 2000 that the Board of Directors be 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.
As auditors of Evox Rifa Group Plc as the statement referred to in chapter 4, section 4a, subsection 1, point 3 and subsection 2 in the Finnish Companies Act we submit as our opinion:

that the Board’s account as referred to in chapter 4, section 4a, subsection 1, point 3 of circumstances that may significantly affect the company’s position after its foundation and registration has been prepared in accordance with applicable law, and that the proposal of the board of directors dated 1 November 2000 gives a true and fair view on the grounds on the basis of which the subscription price shall be determined and the reasons for the deviation of the pre-emptive subscription right.

Helsinki 1 November 2000
SVH Pricewaterhouse Coopers Oy
Authorised Public Accountants
Ulla Holmström

Authorised Public AccountantAUDITORS’ STATEMENT
To the shareholders of Evox Rifa Group Plc

The Board of Directors of Evox Rifa Group Plc has in its meeting held on 1 November 2000 decided to propose to the Extraordinary General Meeting of the Company to be held on 14 November 2000 that the General Meeting decide to offer in deviation from the pre-emptive subscription right of the shareholders stock options to later named key personnel and the management of the Evox Rifa Group Plc as well as to a subsidiary of Evox Rifa Group Plc.

The stock options entitle the holders to subscribe for 7,500,000 new shares of a nominal value of EUR 0.05, of which 2,000,000 will be marked with the letter A, 2,500,000 with the letter B and 3,000,000 with the letter C. The subscription period of the A-shares is 31 December 2001 – 31 December 2006 and the subscription price is the average trading price of the Company's share weighted with trading volumes 30 days after listing + 10%. The subscription period of the B-shares is 31 December 2003 – 31 December 2006 and the subscription price is the average trading price of the Company's shares weighted with trading volumes 30 days after 31 December 2001 + 15%. The subscription period of the C-shares is 31 December 2004 – 31 December 2006 and the subscription price is the average trading price of the Company's shares weighted with trading volumes 30 days after 31 December 2002 + 15%. From the share subscription price shall be deducted the amount of dividends resolved upon and distributed before the subscription of shares. The subscription price may not, however, be less than the nominal value of the share. Pursuant to the share subscription the share capital can be increased by a maximum of EUR 375,000.

The proposal for deviation from the shareholders' pre-emptive subscription right is made because the stock options are intended as part of the Company's key personnel incentive programme.
Part of the persons entitled to subscribe belong to the inner circle of the Company. The persons who belong to this group and who are entitled to subscribe own all in all 1 % of the Company shares and votes attaching to the shares. The portion of shares subscribed for by this group on the basis of the options to be issued presently will constitute some 2.5 % of the Company's shares after subscription and of the votes attaching to the shares.

As auditors of Evox Rifa Group Plc as the statement referred to in chapter 4, section 12b, subsection 1 as well as section 4a, subsection 1, point 4 and subsection 2 in the Finnish Companies' Act we submit as our opinion:

that the Board’s account as referred to in chapter 4, section 4a, subsection 1, point 3 of circumstances that may significantly affect the company’s position after its foundation and registration has been prepared in accordance with applicable law, and

that the proposal of the board of directors dated 1 November 2000 gives a true and fair view on the grounds on the basis of which the subscription price shall be determined and the reasons for the deviation of the pre-emptive subscription right.

Helsinki 1 November 2000
SVH Pricewaterhouse Coopers Oy
Authorised Public Accountants
Ulla Holmström
Authorised Public Accountant