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EVOX RIFA GROUP OYJ STOCK EXCHANGE RELEASE
March 2003 at 8.45 a.m.
EVOX RIFA GROUP TO CALL ANNUAL GENERAL MEETING
The Board of Evox Rifa Group Oyj decided to call the Annual
General Meeting for Wednesday 2 April 2003 at 09.00 a.m. to
address matters to be resolved at the Annual General Meeting
pursuant to the Articles of Association and the Board’s
proposal referred to below. 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, please contact the Company President
Ms Tuula Ylhäinen by telephone at +358 9 5406 5001.
Evox Rifa Group Oyj
Tuula Ylhäinen
President
Distribution:
Helsinki Exchanges
Press and Media
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Enclosures:
1. Invitation to General Meeting
2. Proposal for Board authorisation
3. 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 2 April
2003 at 09:00 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 08:30 a.m.
Matters to be addressed at the General Meeting:
1. Matters to be addressed at the Annual General Meeting
according to Section 8 of the Articles of Association
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 General Meeting revoke its authorisation of 27 March 2002
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 1,733,710
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 the 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 for 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 25 March 2003. 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 21 March 2003 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 28 March 2003 at 3 p.m. of
his intention to attend. Such notice shall be given either
by by mail to the address Evox Rifa Group Oyj, 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.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, 14 March 2003
Evox Rifa Group Oyj
Board of Directors
Enclosure 2
EVOX RIFA GROUP OYJ
BOARD'S PROPOSAL TO THE ANNUAL GENERAL MEETING ON 2 APRIL
2003 FOR AUTHORISATION OF THE BOARD 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
2 April 2003 that the General Meeting revoke its authorisation
of 27 March 2002 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 1,733,710 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, from the Company’s
viewpoint, weighty financial reasons 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 27 March 2002 authorised the Board
to decide by 27 March 2003 on increase of 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 27 June
2002. By approving the proposal of the Board referred to above,
the Annual General Meeting also decides to revoke the above
mentioned authorisation given on 27 March 2002.
Evox Rifa Group Oyj
The Board of Directors
Enclosure 3
THE OPINION OF THE COMPANY’S AUDITORS
To the General Meeting of Evox Rifa Group Oyj
The Board of Directors of Evox Rifa Group Oyj proposes to
the Annual General Meeting to be convened on 2 April 2003
that the General Meeting revoke the authorisation given on
27 March 2002 and 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 1,733,710 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,
from the Company’s viewpoint, weighty financial reasons
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 the
development of the Company's business activities or capital
structure, for broadening the shareholder basis, for acquisitions
and for other similar purposes. The Board may not make a deviation
in favour of the inner circle of the Company.
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.
In our capacity as auditors of Evox Rifa Group Oyj we have
reviewed the grounds on the basis of which the subscription
price shall be determined and the reasons for deviating from
the pre-emptive subscription reight, as outlined in the Board’s
proposal. As our statement stipulated in Chapter 4, Section
4a, Subsection 2 of the Finnish Companies Act we submit that
we have no remarks on the proposed grounds and reasons.Helsinki,
14 March 2003
PricewaterhouseCoopers Oy
Authorised Public Accountants
Eero Suomela
Authorised Public Accountant
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