The Board of Directors of SanomaWSOY proposes to the Annual General Meeting that the Board shall be authorized to decide on an increase of the share capital by a rights issue, issuance of a convertible bonds loan and option rights. The Board also proposes that the SanomaWSOY shares that have come to the possession of Sanoma Corporation and Werner Söderström Corporation as merger consideration shall be invalidated. The proposed dividend is EUR 0.4 per share. The payment day for dividends is 10 April 2003.
The shareholders of SanomaWSOY Corporation are invited to attend the Annual General Meeting on Tuesday, 1 April 2003 starting at 2:00 p.m. in Room A, Congress Wing, 4th floor, Finlandia Hall (entrances M1 or K1), address: Mannerheimintie 13 e, Helsinki, Finland. Registration of shareholders who have notified their attendance will start in the place of the meeting at 1:15 p.m.
The meeting will deal with the following matters:
1. Matters pertaining to the Annual General Meeting pursuant to Article 18 of the Articles of Association
2. Authorization to the Board of Directors to decide on an increase of the share capital by a rights issue, issuance of a convertible bonds loan and/or option rights
The Board proposes that it be authorized to decide, within one year from the Annual General Meeting, on an increase of share capital by one or more rights issues, issuance of one or more convertible bonds loans and/or option rights so that the new shares subscribed under the rights issue and/or converted against the convertible bonds, and/or the new shares subscribed under the option rights, shall be of Series B, and that their aggregate number may not exceed 29,104,319 shares and the total increase of share capital may not exceed EUR 12,514,857.17.
The authorization will entitle the Board of Directors to deviate from the pre-emptive right of shareholders and to decide on the prices and other terms of subscription as well as on the terms of the convertible bonds and/or the terms of the option rights. The Board will be authorized to decide that the shares, convertible bonds and/or option rights may be subscribed against a consideration in kind, by exercising set-off or redemption rights, or on other specific terms.
3. Decrease of share capital by invalidating the Company's own shares
Rautakirja Oyj was merged into SanomaWSOY Corporation on 1 March 2003. Following the merger, Sanoma Corporation and Werner Söderström Corporation received as merger consideration a total number of 7,877,119 SanomaWSOY Series B shares and 10,895,899 SanomaWSOY Series Bshares, respectively.
The Board proposes that the share capital of the Company be decreased by EUR 8,072,397.74 by invalidating the above-mentioned, in total 18,773,018 B-shares, without consideration. The share capital of SanomaWSOY Corporation will thus decrease from EUR 77,001,151.78 to EUR 68,928,754.04, and the number of Series B shares will be reduced from 155,851,954 to 137,078,936 shares. The amount of EUR 8,072,397.74 equalling the aggregate book counter-value of the invalidated shares will be transferred to the premium fund, and the decrease will thus have no impact on the restricted equity of the Company.
The purpose of the decrease of share capital and the invalidation of the B-shares is to dismantle the intra-Group cross ownership that was the result of the merger. The decrease of share capital will in no other way impact the mutual shareholdings of SanomaWSOY Corporation's other shareholders or the distribution of votes in the Company, since the shares to be invalidated are held by the Group.
The decrease of share capital will not impact the conversion ratio of the convertible capital note issued in accordance with the decision made by the Company on 31 August 2001 or the option rights issued on 31 January 2002.
Documents to be available
The documents relating to the financial statements and the proposals of the Board are available to shareholders at the Legal Department of the Company, Ludviginkatu 6 - 8, 3rd floor, Helsinki, Finland, as from Tuesday, 25 March 2003, and will be sent to shareholders who upon request. The printed Annual Report of the Company, which includes most of the accounting documents, will be posted to shareholders to their addresses indicated in the shareholder register.
Right of attendance
Shareholders who at Friday, 21 March 2003 are registered as shareholders in the shareholder register, maintained by Finnish Central Securities Depository Ltd, are entitled to attend the meeting. Also shareholders whose shares have not been transferred to the book entry system are entitled to attend the Annual General Meeting provided that they were registered in the shareholder registers of Sanoma Corporation, Helsinki Media Company Oy or Oy Devarda Ab before 1 May 1999, or in the shareholder register of Werner Söderström Corporation before 23 December 1992. Such shareholders shall present their share certificates or other documentation at the Annual General Meeting to show that the title to their shares has not been transferred to a book entry account.
Shareholders wishing to attend the Annual General Meeting are kindly requested to notify their attendance by Tuesday, 25 March, 2003 before 4:15 p.m. by telephone +358 9 10 519 5021,
fax +358 9 10 519 5058 or email: email@example.com, and at the same time give the name of an assistant, authorized representative or statutory representative, if any. Notices sent by fax or email shall be received by the Company before the registration dead line for advance notifications. Shareholders are requested to send any proxies within the same time limit to: SanomaWSOY Corporation, Legal Department, POB 1229, 00101 Helsinki, Finland. Ms. Kirsi Vainio, Office Manager, Legal Department, tel. +358 10 519 5055, will answer questions concerning the registration.
Nominee-registered shareholders may temporarily be entered in the shareholder register of the Company on 21 March 2003 for participation in the Annual General Meeting. The asset managers will upon request enter the nominee-registered shareholders in the shareholder register prepared for the Annual General Meeting.
Payment of dividends
The Board proposes to the Annual General Meeting a distribution of dividend of EUR 0.40 per share for 2002. Shareholders registered in the shareholder register maintained by Finnish Central Securities Depository Ltd. at the record date for distribution of dividend, i.e. Friday, 4 April 2003, are entitled to receive dividends. The Board proposes that the dividends be paid on Thursday, 10 April 2003. Dividends to shareholders who have not transferred their shares to the book entry system by the record date for dividend, payments will be paid after the shares have been transferred to the book entry system.
Finnish Central Securities Depository Ltd. has exempted SanomaWSOY Corporation to pay dividend one day earlier than the regular date for payment of dividends, because it had been agreed in connection with the merger of Rautakirja Oyj and SanomaWSOY Corporation that SanomaWSOY will pay the 2002 dividend by 10 April 2003.
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