SanomaWSOY Corporation's shareholders are hereby summoned to an Extraordinary General Meeting of Shareholders to be held on Tuesday, August 21, 2001 at 10.00 a.m. in Hall A on the fourth floor of the Congress Wing of Finlandia House (entrances M1 or K1), Mannerheimintie 13 E, Helsinki. Participating shareholders can register from 9.15 a.m. onwards.
The meeting will deal with the following matters:
1. The election of a member to the Board of Directors for the remainder of the term of office that will end at the 2002 Annual General Meeting of Shareholders to replace the member who has resigned.
2. Authorising the Board of Directors to decide to increase the Company's share capital through an issue of stock, a convertible loan, and/or stock options.
The Board proposes that it shall be authorised, for a period of one year from the Extraordinary General Meeting, to decide to increase the Company's share capital through one or more stock issues, one or more convertible loan issues, and/or stock options, on condition that the new shares to be offered for subscription as part of any stock issue, against convertible loans, and against stock options shall be Series B shares and that the combined number of such shares shall be a maximum of 29,104,319 shares, and that the Company's share capital shall be increased as a result by a maximum of EUR 12,514,857.17. Such authorisation shall entitle the Board to override shareholders' right of first refusal in respect of share subscriptions and to decide subscription prices and the other terms of subscription, and the terms of any convertible loan or bonds with warrants. The Board shall also be entitled to decide that the shares to be issued under any such share issue and any such convertible loan or stock options can be recorded against property given as subscription in kind, by using the right of set-off, right of redemption, or other specific conditions.
Documents available for inspection
The Board of Directors' proposal and associated documents shall be available for inspection by shareholders at the Company's Legal Affairs Department on the third floor of Ludviginkatu 6-8, Helsinki from 2.00 p.m. on Monday, August 13, 2001 onwards, and will be forwarded on request to shareholders.
Right of participation
Shareholders recorded in the Company's shareholder register maintained by the Finnish Central Securities Depository as of Friday, August 10, 2001 are entitled to attend the Extraordinary General Meeting. Shareholders registered through nominees should contact their asset managers if they wish to be temporarily registered in the Company's shareholder register. Shareholders whose shares have not been transferred to the book-entry system are also entitled to participate, provided that they were registered in the shareholder register of Sanoma Corporation, 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 must present their share certificates or other documentation to show that title to their shares has not been transferred to a book-entry account at the meeting.
Shareholders wishing to participate in the Extraordinary General Meeting are requested to register by 4.15 p.m. on Wednesday, August 15, 2001 at the latest, by telephone on +358 105 19 5055 / Kirsi Vainio, by fax on +358 105 19 5058, or by e-mail, email@example.com. Shareholders should indicate the name of any relevant assistant, authorised representative, or statutory representative when registering. Registration notices sent by fax or e-mail should be received prior to the close of registration. Proxies should be sent during the advance registration period to SanomaWSOY, Legal Affairs, P.O. Box 1229, FIN-00101 Helsinki, Finland.
Helsinki, August 2, 2001
Board of Directors
Investor Relations and Group Communications