SanomaWSOY Corporation is to issue warrants to management. The issue will comprise a maximum of 4,500,000 warrants, each entitling the holder to one SanomaWSOY Corporation Series B share. Initially, warrants will be distributed to around 100 senior managers within the Group; the remainder will be held for later distribution at the discretion of the Board of Directors. The total number of shares covered by the warrants represents a maximum of 3.0% of the Company's shares and 0.8% of associated votes. Warrants equivalent to a maximum of 1% of the Company's shares and 0.3% of votes will be distributed at this initial stage.
"Introducing a system of this sort has become increasingly appropriate for SanomaWSOY following our increased international expansion," according to Chairman & CEO, Jaakko Rauramo. "The management of the magazines business headquartered in The Netherlands that we acquired last year, for example, was covered by a similar arrangement provided by their former employer. To be a competitive and attractive employer, we need an incentive system capable of motivating our senior people to achieve ambitious targets, and which can be used in a number of countries."
The warrants will be distributed in three stages, at the turn of 2001/2002, 2002/2003, and 2003/2004, and will identified as warrants 2001A, 2001B, and 2001C respectively. A maximum of 1,500,000 warrants in each category will be issued. The subscription price in all three stages will be the average price of SanomaWSOY's Series B share as quoted in November-December in each of the three years in question (2001, 2002, and 2003) plus 20%. The annual dividend will be deducted from the subscription price. The subscription price for 2001A warrants has been set at 12.74 EUR.
The subscription period for shares linked to the warrants will begin three years following the distribution of warrants and will continue for three years from that point. The subscription period for 2001A warrants will begin on 1.11.2004 and end on 30.11.2007, that for 2001B warrants will begin on 1.11.2005 and end on 30.11.2008, and that for 2001C warrants will begin on 1.11.2006 and end on 30.11.2009.
"The new system will replace our existing long-term incentive systems," says President & COO Hannu Syrjänen. "Different units within the SanomaWSOY Group also have personnel funds and other bonus systems, largely linked to annual performance, and we will continue to develop these."
The stock option system is designed to consolidate senior management's personal commitment to the Group over the long term. In the event that a person's contract of employment ends before the beginning of a subscription period, the person in question will be required to offer his/her warrants back to the Company; no payment will be made to cover any additional value that may have accrued. This does not affect people retiring or cases where a person dies.
A large proportion of the warrants will not be distributed, and the Board of Directors will be responsible for distributing the remainder at a later date at its discretion. The Board is entitled to broaden the range of recipients or make use of warrants in acquisitions or recruitment, for example. Warrants that are not distributed to senior management at this stage will be held by SanomaWSOY's wholly owned subsidiary, Tiikerijakelu Oy.
Company personnel entitled to subscribe to shares under this system of warrants currently hold under 1% of the Company's shares and associated votes.
SanomaWSOY's Board of Directors decided to distribute warrants on the basis of an authorisation received at the Extraordinary General Meeting held on August 21, 2001. The conditions associated with the warrant issue are included in their entirety as an attachment.
Investor Relations and Group Communications
The conditions associated with the warrant issue
SANOMAWSOY CORPORATION WARRANT SCHEME 2001
The Board of Directors of SanomaWSOY Corporation ("SanomaWSOY" or "Company") (Board of Directors) has on 31 January 2002 resolved, by authorization of the Extraordinary General Meeting of Shareholders on 21 August 2001, that warrants be issued to the senior management of SanomaWSOY Corporation and its subsidiaries ("SanomaWSOY Group") and to Tiikerijakelu Oy, a wholly owned subsidiary of SanomaWSOY Corporation on the following terms and conditions: I TERMS OF WARRANTS 1. Number of Warrants
The number of warrants issued will be 4,500,000, which entitle to subscribe for a total of 4,500,000 B-shares in SanomaWSOY Corporation. 2. Warrants
Of the warrants 1,500,000 will be marked with the symbol 2001A, 1,500,000 with the symbol 2001B and 1,500,000 will be marked with the symbol 2001C. The persons to whom warrants will be issued will be notified in writing by the Company about the issue of warrants. The warrants will be delivered to the recipient when he or she has accepted the offer of the Company. Warrant certificates shall upon request be delivered to the warrant owner at the start of the relevant subscription period unless the warrants have been transferred to the book-entry securities system. 3. Right to Warrants
The warrants shall, with deviation from the shareholders' pre-emptive right to subscription, be issued to the senior management of the SanomaWSOY Group and to Tiikerijakelu Oy, a wholly owned subsidiary of SanomaWSOY Corporation. It is proposed that the shareholders' pre-emptive right to subscription be deviated from since the warrants are intended to form part of the Group's incentive and commitment program for the senior management.
Upon issuance all warrants 2001B and 2001C shall be distributed to Tiikerijakelu Oy. Tiikerijakelu Oy can distribute warrants 2001B and 2001C to the senior management employed by or to be recruited by the SanomaWSOY Group by the resolution of the Board of Directors. 4. Distribution of Warrants
The Board of Directors decides upon the distribution of the warrants. Tiikerijakelu Oy shall be distributed warrants to such extent that the warrants are not distributed to senior management of the SanomaWSOY Group. The Board of Directors of SanomaWSOY Corporation shall later on decide upon the further distribution of the warrants issued to the subsidiary, to the senior management employed by or to be recruited by the SanomaWSOY Group. 5. Transfer of Warrants and Obligation to Offer Warrants
The warrants are freely transferable, when the relevant share subscription period has begun. The Company shall keep the warrants on behalf of the warrant owner until the beginning of the share subscription period. The warrant owner has the right to acquire the possession of the warrants when the relevant share subscription period begins. Should the warrant owner transfer his/her warrants, such person is obliged to inform the Company about the transfer without delay. The Board of Directors may, as an exception to the above, permit the transfer of a warrant also before such date.
Should a warrant owner cease to be employed by or in the service of the SanomaWSOY Group, for any other reason than the death of the employee, or the statutory retirement of the employee in compliance with the employment contract, or the retirement of the employee otherwise determined by the Company, before November 1, 2006, such person shall without delay offer to the Company, free of charge, the warrants for which the share subscription period in accordance with Section II.2 had not begun at the last day of such person's employment. Regardless of whether the warrant owner has offered his warrants to the Company or not, the Company is entitled to inform the warrant owner in writing that the warrant owner has lost his warrants on the basis of the above-mentioned reasons. Should the warrants be transferred to the book-entry securities system, the Company has the right, whether or not the warrants have been offered to the Company, to request and get transferred all the warrants, for which the share subscription period had not begun, from the warrant owner's book-entry account to the book-entry account appointed by the Company without the consent of the warrant owner. In addition, the Company is entitled to register transfer restrictions and other respective restrictions concerning the warrants to the warrant owner's book-entry account without the consent of the warrant owner. II TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION 1. Right to Subscribe New Shares
Each warrant entitles its owner to subscribe for one (1) B-share in SanomaWSOY. The book equivalent value of each share is 0.43 euro upon issuance of warrants. As a result of the subscriptions the share capital of SanomaWSOY may be increased by a maximum of 1,935,000 euro and the number of shares by a maximum of 4,500,000 new B-shares.
Tiikerijakelu Oy, as a subsidiary of SanomaWSOY, shall not be entitled to subscribe shares in SanomaWSOY on the basis of the warrants. 2. Shares Subscription and Payment
The subscription period shall be
- for warrant 2001A November 1, 2004 - November 30, 2007,
- for warrant 2001B November 1, 2005 - November 30, 2008 and
- for warrant 2001C November 1, 2006 - November 30, 2009.
The share subscription shall take place at the head office of SanomaWSOY or possibly at another location to be determined later. The subscriber shall transfer the respective warrant certificates with which he/she subscribes shares, or in case the warrants have been transferred to the book-entry securities system, the warrants with which shares have been subscribed shall be deleted from the subscriber's book-entry account. Payment of shares subscribed shall be effected upon subscription to the bank account appointed by the Company. The Company shall decide on all measures concerning the share subscription. 3. Share Subscription Price
The share subscription price shall be:
- for warrant 2001A the trade volume weighted average quotation of the SanomaWSOY B-share on the Helsinki Exchanges between November 1, and December 31, 2001 with an addition of 20%,
- for warrant 2001B the trade volume weighted average quotation of the SanomaWSOY B-share on the Helsinki Exchanges between November 1, and December 31, 2002 with an addition of 20% and
- for warrant 2001C the trade volume weighted average quotation of the SanomaWSOY B-share on the Helsinki Exchanges between November 1, and December 31, 2003 with an addition of 20%.
From the share subscription price of warrants shall, as per the dividend record date, be deducted the amount of the cash dividend decided after the end of the period for determination of the subscription price but before share subscription. The share subscription price shall nevertheless always amount to at least the book equivalent value of the share. 4. Registration of Shares
Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber. 5. Shareholder Rights
Dividend rights of the shares and other shareholder rights shall commence when the increase of the share capital has been registered with the Trade Register. 6. Share Issues, Convertible Bonds and Warrants before Share Subscription
Should the Company, before the share subscription, increase its share capital through an issue of new shares, or issue of new convertible bonds or warrants, a warrant owner shall have the same right as or an equal right to that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the amount of shares available for subscription, the subscription price or both of these.
Should the Company, before the subscription for shares, increase its share capital by way of a bonus issue, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed by virtue of warrants remains unchanged. If the number of shares that can be subscribed for by virtue of one warrant should be a fraction, the fractional part shall be taken into account by reducing the subscription price. 7. Rights in Certain Cases
If the Company reduces its share capital before the share subscription, the subscription right accorded by the terms and conditions of the warrants shall be adjusted accordingly as specified in the resolution to reduce the share capital.
If the Company is placed in liquidation before the share subscription, the warrant owner shall be given an opportunity to exercise his/her subscription right before the liquidation begins within a period of time determined by the Board of Directors.
If the Company resolves to merge in another company as the company being acquired or in a company to be formed in a merger or if the Company resolves to be divided, the warrant owner shall before the merger or division be given the right to subscribe for the shares with his warrants within the period of time determined by the Board of Directors. After such date no subscription right shall exist. In the above situations the warrant owner has no right to require that the Company redeems the warrants from him/her for market value.
If the Company, after the beginning of the period of subscription, resolves to acquire its own shares by an offer made to all shareholders, the warrant owners shall be made an equivalent offer. In other cases acquisition of the Company's own shares does not require the Company to take any action in relation to the warrants.
In case, before the end of the subscription period, a situation as referred to in Chapter 14 Section 19 of the Finnish Companies Act, in which a shareholder possesses over 90% of the shares of the Company and therefore has the right and obligation to redeem the shares of the remaining shareholders, or as referred to in Chapter 6 Section 6 of the Finnish Securities Market Act, arise, the warrant owners shall be entitled to use their right of subscription by virtue of the warrant within a period of time determined by the Board of Directors.
If the book equivalent value of the share is changed while the share capital remains unchanged, the subscription terms shall be amended so that the total book equivalent value of the shares available for subscription and the total subscription price remain the same.
Converting the Company from a public company into a private company will not affect the terms and conditions of the warrants. 8. Dispute Settlement
The laws of Finland shall be applied to these terms and conditions. Disputes arising in relation to the warrants shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce.
III OTHER MATTERS
The Board of Directors may decide on the transfer of the warrants to the book-entry securities system at a later date and on the resulting technical amendments to these terms and conditions, including those amendments and specifications to the terms and conditions, which are not considered essential. Other matters related to the warrants are decided on by the Board of Directors. The warrant documentation is kept available for inspection at the head office of SanomaWSOY in Helsinki.
The Company is entitled to withdraw the warrants which have not been transferred, or with which shares have not been subscribed, free of charge, if the warrant owner acts against these terms and conditions, or against regulations given by the Company on the basis of these terms and conditions, or against applicable law, or against regulations by authorities.
The warrant holder is liable for his/her tax consequences arising from participating in the warrant scheme.
These terms and conditions have been made in Finnish and in English. In case of any discrepancy between the Finnish and English terms and conditions, the Finnish terms and conditions are decisive.