EVOX RIFA GROUP OYJ STOCK EXCHANGE RELEASE
on May 14, 2002, at 8:00 a.m.

NOTICE OF EXTRAORDINARY GENERAL MEETING

The Board of Directors of Evox Rifa Group Oyj has resolved to convene an Extraordinary General Meeting to be held on Friday, May 31, 2002 at 11:00 a.m. in the Corona Auditorium of Stella Business Park, Lars Sonckin kaari 16, Espoo.

The following business shall be transacted at the Extraordinary General Meeting:

The proposal of the Board of Directors for the increase of the share capital by issuing new shares

The Board proposes that the Extraordinary General Meeting resolves to increase the share capital of the Company by not less than EUR 0.05 and not more than EUR 4,334,275.45, by issuing a minimum of one and a maximum of 86,685,509 new shares with a nominal value of EUR 0.05 each.

The new shares are offered pursuant to the shareholders’ primary and secondary pre-emptive subscriptions rights to shareholders who are registered in the register of shareholders of the Company on the record date, June 5, 2002. Such shareholders can subscribe for, pursuant to their primary pre-emptive subscription rights, one new share for each one old share. Shareholders who have exercised their primary pre-emptive subscription rights can, pursuant to their secondary pre-emptive subscription rights, subscribe for new shares that have not been subscribed for pursuant to the primary pre-emptive subscription rights. In the event of over-subscription, the number of shares allocated to shareholders pursuant to the exercise of secondary pre-emptive subscription rights will be limited to an amount proportionate to such shareholders’ respective shareholdings on the record date, June 5, 2002, but subject to the maximum number of new shares applied for.

Shareholders must exercise their primary and secondary pre-emptive subscription rights within the period commencing on June 19, 2002, and expiring on July 2, 2002. The Board has the right to offer any new shares that are not subscribed for to third parties as it considers appropriate. Subscriptions pursuant to such offer by the Board must be made on or before July 8, 2002. The Board may also offer such shares for subscription to parties that belong to the inner circle of the Company.

The Board proposes that the subscription price for the new shares will be EUR 0,07 per share. The subscription price will be the same for new shares subscribed for pursuant to the primary and secondary pre-emptive subscription rights as well as for new shares subscribed for after the exercise of pre-emptive rights. The subscription price has to be paid upon subscription.

Stock options issued pursuant to the resolution of the Extraordinary General Meeting dated November 14, 2000 will not carry the right to participate in the offering. The Board will, in accordance with the terms and conditions of the stock options, amend the exercise price of the shares that can be subscribed for pursuant to the exercise of the stock options in a manner that guarantees the equal treatment of stock option holders and shareholders.

Rights of the holders of the new shares

The Board proposes that the new shares will entitle their holders to the full dividend, if any, payable in respect of the fiscal year 2002. The new shares will confer other shareholders’ rights on their holders from the date of the registration of the relevant share capital increase in the Trade Register.

Instructions to shareholders on the exercise of their pre-emptive subscription rights

The record date for the offering is June 5, 2002. Evox Rifa Group’s shares that are acquired in the Helsinki Exchanges on or before May 31, 2002 will carry the right to subscribe for new shares in the offering.

Primary pre-emptive subscription rights

To exercise his/her primary pre-emptive subscription rights, a shareholder must return, in accordance with the instructions given by his/her account operator, a share subscription form sent to him/her by the account operator. Subscription rights may only be exercised against full payment of the subscription price, in accordance with such instructions.

Secondary pre-emptive subscription rights

To exercise his/her secondary pre-emptive rights, a shareholder must indicate, in accordance with the instructions given by his/her account operator, on a share subscription form for such number of new shares that the shareholder seeks to subscribe for pursuant to his/her secondary pre-emptive subscription right. The subscription price for the new shares that the shareholder seeks to subscribe for pursuant to his/her secondary pre-emptive subscription right is to be paid upon the return of the subscription form, in accordance with such instructions. In case of over-subscription, the new shares will be allocated to the shareholders seeking to exercise their secondary pre-emptive subscription right in proportion to their holdings of Evox Rifa Group’s shares as of the record date, but subject to the maximum number of new shares indicated on the subscription form. Any excess funds paid by the subscribing shareholder will be refunded to such shareholder as soon as practicable without interest.

Information

The proposal of the Board of Directors and other documents required by the Companies Act will be available for viewing by the shareholders as from May 24, 2002 at the Company’s Headquarters at Stella Business Park, Lars Sonckin kaari 16, Espoo, and copies thereof will be sent to shareholders upon request.

Right to attend

Attendance at the Extraordinary General Meeting is open to shareholders who, by May 21, 2002, have been entered as shareholders in the Company’s Shareholders’ Register, which is kept by Finnish Central Securities Depository Ltd, or who has the right to participate in the Extraordinary General Meeting in accordance with Subsection 2 of Section 4 of Chapter 3a of the Companies Act.

Registration

A shareholder who wishes to use his/her voting right at the Extraordinary General Meeting shall register for attendance no later than on May 29, 2002, at 3 p.m. Finnish time. The shareholders can register by sending a letter to Evox Rifa Group Oyj, Lars Sonckin kaari 16, FIN-02600 Espoo, Finland, by telephone to the number +358 5406 5002/Hanna Pento, or by e-mail at hanna.pento@evoxrifa.com. Any proxy by which the proxy holder wishes to exercise his/her voting right at the meeting should be submitted to Evox Rifa Group Oyj in connection with the registration or separately by mail. The notice of attendance in accordance with the above must be submitted prior to the end of the registration period.

Espoo, May 10, 2002

Evox Rifa Group Oyj

Board of Directors

Evox Rifa Group Oyj

Harri Launonen
President

For more information contact:
Evox Rifa Group Oyj,
Harri Launonen,
President,
tel: +358 9 5406 5001

Distribution: 
Helsinki Exchanges,
principal media

Enclosure 1

THE PROPOSAL OF THE BOARD OF DIRECTORS FOR THE INCREASE OF THE SHARE CAPITAL BY ISSUING NEW SHARES

It was resolved to propose to the Extraordinary General Meeting that convenes on May 31, 2002, that the Extraordinary General Meeting resolves to increase the share capital of the Company in the following manner:

The share capital of the Company will be increased by an amount not less than EUR 0.05 and not more than EUR 4,334,275.45, by issuing a minimum of one and a maximum of 86,685,509 new shares with a nominal value of EUR 0.05 each.

The new shares are offered pursuant to the shareholders’ primary and secondary pre-emptive subscription rights to shareholders who are registered in the register of shareholders of the Company on the record date, June 5, 2002. Such shareholders can subscribe for, pursuant to their primary pre-emptive subscription rights, one new share for each one old share. Shareholders who have exercised their primary pre-emptive subscription rights can, pursuant to their secondary pre-emptive subscription rights, subscribe for new shares that have not been subscribed for pursuant to the primary pre-emptive subscription rights. In the event of over-subscription, the number of shares allocated to shareholders pursuant to the exercise of secondary pre-emptive subscription rights will be limited to an amount proportionate to such shareholders’ respective shareholdings on the record date, June 5, 2002, but subject to the maximum number of new shares applied for.

Shareholders must exercise their primary and secondary pre-emptive subscription rights within the period commencing on June 19, 2002, and expiring on July 2, 2002. The Board has the right to offer any new shares that are not subscribed for to third parties as it considers appropriate. Subscriptions pursuant to such an offer by the Board must be made on or before July 8, 2002. The Board may also offer such shares for subscription to parties that belong to the inner circle of the Company.

The Board proposes that the subscription price for the new shares will be EUR 0.07 per share. The subscription price will be the same for new shares subscribed for pursuant to the primary and secondary pre-emptive subscription rights as well as for new shares subscribed for after the exercise of pre-emptive rights. The subscription price has to be paid upon subscription.

It was recorded that the basis for determining the subscription price was the market price for Evox Rifa Group’s share at the time of the determination of the subscription price, the recent developments of the share’s market price and the general trends on the stock market.

The Board proposes that the new shares will entitle their holders to the full dividend, if any, payable in respect of the fiscal year 2002. The new shares will confer other shareholder’s rights on their holders from the date of the registration of the increase of the share capital in the Trade Register.

Stock options issued pursuant to the resolution of the Extraordinary General Meeting, dated November 14, 2000, will not carry the right to participate in the offering. The Board will, in accordance with the terms and conditions of the stock options, amend the exercise price of the shares that can be subscribed for pursuant to the exercise of stock options in a manner that guarantees the equal treatment of stock option holders and shareholders.

It was recorded that the following appendices required by the Companies Act will be included in the proposal and they will be available for shareholders for inspection as from May 24, 2002 at the latest:

1) copies of the documents relating to latest financial statements and the decision of the General Meeting relating to the profit or loss of the fiscal year last ended;

2) copy of the interim reports drafted after the end of the fiscal year last ended;

3) an account of the Board of events that have occurred after the drafting of the financial statements or the interim report and having a material effect on the position of the company; as well as

4) the opinions of the auditors on the interim reports referred to in item 2 and the account referred to in item 3.

Evox Rifa Group Oyj

Board of Directors