The shareholders of Sanoma-WSOY Oyj are summoned to the Annual General Meeting in Hall A on the third floor of Finlandia Hall Congress Wing (entrancees M 1 or K 1), Mannerheimintie 13 e, Helsinki, on Tuesday April 18, 2000 starting at 10.00 a.m.
The Meeting will deal with the following matters:
1. The matters to be dealt with at the Annual General Meeting pursuant to Article 18 of the Articles of Association
2. Proposal to increase the number of shares by splitting each existing share into four shares.
The Board of Directors proposes that the Annual General Meeting shall decide to increase the number of shares from 36,380,399 to 145,521,596 shares by decreasing the nominal value of each share from ten Finnish markka (FIM 10) to two markka fifty penni (FIM 2.50). After the decrease of the nominal value, the number of A shares will be 24,007,580 and the number of B shares 121,514,016. Number of the shares in the different share categories are based on the situation at the date of the summons.
3. Proposal for decisions to express the share capital in euros, abolish the nominal value of shares and increase the share capital by a scrip issue.
The Board of Directors proposes that the Annual General Meeting shall decide to express the share capital of the Company in euros, abolish the nominal value of shares, and increase the share capital under a scrip issue by EUR 1,386,847.56 to EUR 62,574,286.28 by transferring the amount corresponding to the increase from the share premium account to the share capital. No new shares will be issued under the scrip issue. After the conversion of the share capital into euros and the abolition of the nominal value and the scrip issue, the counter-value of the shares in the books will be 43 cents.
4. Proposal for an amendment of the Articles of Association
The Board of Directors proposes that the Annual General Meeting shall decide to amend Articles 1 and 4 of the Articles of Association to read as follows:
"Article 1. The name of the company is SanomaWSOY Oyj, in Swedish SanomaWSOY Abp, and in English SanomaWSOY Corporation. The domicile of the company is Helsinki."
"Article 4. The minimum share capital of the Company is fifty million euros (EUR 50,000,000) and the maximum share capital two hundred million euros (EUR 200,000,000) within which limits the share capital can be increased or decreased without amending the Articles of Association.
Not more than 80,000,000 of the shares can be of series A; and not less than 100,202,620 and not more than 480,000,000 of the shares can be of series B."
FINANCIAL STATEMENTS AND REPORT ON OPERATIONS
The documents relating to the financial statements as well as the Board?s proposals for the decisions mentioned in items 2, 3 and 4 above are available for inspection by shareholders at the Company?s Legal Affairs, Korkeavuorenkatu 32, 3rd floor, Helsinki, as from April 10, 2000. The printed Annual Report of the company containing most of the information will be mailed to the shareholders? addresses indicated in the shareholder register.
RIGHT OF PARTICIPATION
Shareholders who are recorded as shareholders in the Company?s shareholder register maintained by the Finnish Central Securities Depository Ltd. at Thursday April 13, 2000 and remain shareholders at the date of the General Meeting are entitled to participate in the General Meeting.
Also shareholders whose shares have not been transferred to the book-entry system are entitled to participate provided that they were registered in the shareholder register of Sanoma Corporation or Helsinki Media Company Oy or Oy Devarda Ab before May 1, 1999 or in Werner Söderström Corporation - WSOY's shareholder register before December 23, 1992. Such shareholders shall present their share certificates or other documentation to show that the title to the shares has not been transferred to a book-entry account.
REGISTRATION OF ATTENDANCE
Shareholders wishing to participate in the General Meeting are requested to register their participation on Friday April 14, 2000 at 10.00 a.m. at the latest by telephone, +358 105 19 5055 / Kirsi Tani, telefax, +358 105 19 5058 or e-mail: firstname.lastname@example.org. The name of an assistant, authorised representative or statutory representative should be indicated in that connection. Registration notices sent by telefax or by e-mail should be received before the end of the time reserved for registration. To facilitate the preparation of the voting list, proxies should be sent during the advance registration period to: SanomaWSOY, Legal Affairs, P.O.Box 1229, 00101 Helsinki, Finland.
REGISTRATION AT THE PLACE OF THE MEETING
Registration will begin at 9.15 a.m. on the day of the Meeting.
PAYMENT OF DIVIDENDS
The Board of Directors proposes to the Annual General Meeting a dividend of EUR 1.81 (FIM 10.75) per share for 1999. Shareholders registered in the shareholder register maintained by the Finnish Central Securities Depository Ltd. at April 25, 2000, i.e. the record date determined for dividend payment by the Board of Directors, are entitled to receive dividend. The dividend will be paid on the fifth banking day following the record date.
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