Evia Oyj Stock Exchange Announcement 14 February 2007, 6.00 p.m. Notice of Annual General Meeting The shareholders of Evia Oyj are invited to the Annual General Meeting to be held on Friday, 23 March 2007 at 14.00 p.m., at the Evia Oyj office, Lönnrotinkatu 28, 00180 Helsinki, Finland. The meeting shall decide on the following matters: I) Matters to be resolved by the Annual General Meeting pursuant to Article 11 of the Articles of Association and II) Proposal to amend the Articles of Association The Board of Directors proposes to the Annual General Meeting of Shareholders, that mainly due to the new Companies Act, the Articles of Association shall be amended. The content of the new Article of Association to be proposed is as follows: 1. The Company name and domicile The Company's name in Finnish is Evia Oyj, and in English Evia Plc. The Company's place of business is Helsinki. 2. The object of Company's business The object of the Company's business is to provide specialist services in the areas of marketing communication, public affairs and investor relations communication, digital communications, graphic design, customer relations marketing, web-based business as well as marketing and business management consulting. The Company may also trade in securities. 3. Book Entry Securities System The shares in the Company fall under the Book Entry Securities System. 4. Membership and term of office of the Board of Directors The Company's Board of Directors consists of three to seven members. The Board of Directors elects a Chairman and a Vice Chairman from among its members.The Board members' term of office expires at the closing of the following Annual General Meeting following their election. The Board of Directors convenes upon invitation to participate from the Chairman or from the Vice Chairman. The Company has a Managing Director, who is nominated by the Board of Directors. 5. Representing the Company The Chairman of the Board of Directors and the Company's Managing Director are authorized to represent the Company alone. Two members of the Board of Directors are authorized to represent the Company together. The Board of Directors may grant the right to represent the company to employees of the company or to others. 6. Auditors The Company has one auditor, who shall be an auditing firm approved by the Central Chamber of Commerce. The term office of the auditor expires at the end of the next Annual General Meeting following the election. 7. Financial year The financial year is the calendar year. 8. Notice of a Shareholders' Meeting The Board of Directors shall deliver the notice to the General Meeting of Shareholders. The notice shall be delivered no later than seventeen (17) days before the General Meeting of Shareholders by publishing it as a stock exchange bulletin and in one national newspaper determined by the Board of Directors. In order to participate in the General Meeting of Shareholders, a shareholder shall register with the company by the date specified in the notice, which date shall not be earlier than ten (10) days before the meeting. 9. Annual General Meeting The Annual General Meeting is to be held each year within six (6) months from the end of the financial year. At the Annual General Meeting of Shareholders, the following shall be presented: 1. financial statements for the Company comprising income statements and balance sheets 2. report of the Board of Directors 3. auditor's report for the Company. The following shall be resolved upon: 4. adoption of the financial statement of the Company 5. any measures prompted by the profit shown in the adopted balance sheet adopted at the Meeting 6. granting of discharge from liability to the members of the Board of Directors and the Chief Executive Officer 7. the number of members of the Board of Directors, the fees payable to the members of the Board of Directors, and the grounds for reimbursing their travel expenses 8. the fees payable to the auditors, and the grounds for reimbursing their travel expenses. The following shall be elected: 9. the members of the Board of Directors and 10. the auditor. The following shall be considered: 11. other matters included in the notice of meeting. III) The Board of Directors' proposal to decrease the Company's share capital The Board of Directors proposes that the Annual General Meeting would make the decision to lower the company's current share capital by EUR 1,615,000 in order to cover the loss in the confirmed balance sheet in proportion to the shareholdings. As a result the Company's registered share capital of EUR 3,465,000 would be lowered to EUR 1,850,000. The reduction would become effective once the Finnish National Board of Patents and Registration grants its permission for the implementation of the decision of the Annual General Meeting. The reduction of share capital would not affect the number of shares issued by the Company or the distribution voting rights. The decrease in share capital would not require any measures from the share owners. IV) Proposal by the Board of Directors to authorise the Board of Directors to issue shares The Board of Directors proposes that the Meeting authorise the Board of Directors to decide to issue new shares and to convey the company's own shares held by the company in one or more tranches. The share issue can be carried out as a share issue against payment or without consideration on terms to be determined by the Board of Directors and in relation to a share issue against payment at a price to be determined by the Board of Directors. The Board of Directors proposes that the authorisation comprise the right to deviate from the shareholders' pre-emptive subscription right provided that the company has an important financial reason for the deviation in a share issue against payment and provided that the company, taking into account the interest of all its shareholders, has a particularly important financial reason for the deviation in a share issue without consideration. Within the above mentioned limits the authorisation can be used e.g. in order to strengthen the company's capital structure, to broaden the company's ownership, to be used as payment in corporate acquisitions or when the company acquires assets relating to its business and as part of the company's incentive programmes. It is proposed that the authorization include the right for the Board of Directors to determine the terms and conditions of the issue and re-issue of shares, share option rights and other entitlements referred to in the Finnish Companies Act, chapter 10, paragraph 1, including the right to resolve to issue shares without a subscription price. It is proposed that shares may also be subscribed for or own shares conveyed against contribution in kind or by means of set-off. The number of newly issued shares is a maximum of 1,000,000. The Board of Directors would retain the right to decide other issues related to issue of shares and granting of special rights. The authorisation would be in force for one year following the decision by the Annual General Meeting. Payment of dividend The Board of Directors proposes that for the financial year January 1, 2006 to December 31, 2006 no dividends be paid. Election of auditors The Board of Directors proposes that BDO FinnPartners Oy, a company of Authorised Public Accountants, be selected as the Company's auditor, with Authorised Public Accountant Pertti Hiltunen as the chief auditor. The auditors have given their consent to the election. Right to attend In order to attend the Meeting the shareholder must be entered in the Shareholder Register of the company maintained by Finnish Central Securities Depository Ltd on February 13, 2007. Notice to attend A shareholder wishing to attend the Meeting must give notice to attend the Meeting to the company on March 19, by 16.00 p.m., 2007 at the latest. The shareholders must notify the Company of the intention to participate to Mrs. Marja Karjalainen by phone +358 9 1255 2434 by fax +358 9 1255 2260 by e-mail marja.karjalainen@evia.fi by mail Evia Oyj,Marja Karjalainen, Lönnrotinkatu 28, 00180 Helsinki. The written notice of participation must be at the company's disposal before the end of the registration period. Proxies for representing a shareholder at the Meeting shall be submitted to the company in connection to registration. The financial statements and the proposals of the Board of Directors are available for examination by the shareholders as of March 16, 2007 at the address given above. Copies of the documents will be sent to shareholders upon request. In Helsinki, on February 14, 2007 Evia Oyj The Board of Directors
Notice of Annual General Meeting
| Source: Evia Oyj