Decisions of SanomaWSOY's Annual General Meeting
SanomaWSOY Corporation's Annual General Meeting of shareholders decided, in accordance with the proposal of the Board of Directors, that a dividend of EUR 0.80 per share will be distributed to the shareholders. The record date for the dividend payment is 15 April 2005, and the dividend will be paid on 22 April 2005. Robert Castrén, Jane Erkko, Paavo Hohti, and Robin Langenskiöld were re-elected as members of the Board. Sari Baldauf was elected as Vice Chairman of the Board.
The number of Board members was set at 10. The Board of Directors of SanomaWSOY consists of: Jaakko Rauramo, Chairman of the Board, Sari Baldauf, Vice Chairman of the Board, and Robert Castrén, Jane Erkko, Paavo Hohti, Sirkka Hämäläinen, Seppo Kievari, Robin Langenskiöld, Hannu Syrjänen, and Sakari Tamminen as members.
According to the Articles of Association, the term of office of Board members is three years. The Board members' terms of office have been arranged so that about one third of the members are elected annually. The term of Jaakko Rauramo, Sari Baldauf, and Sakari Tamminen is three years until the AGM in spring 2006, the term of Sirkka Hämäläinen, Seppo Kievari, and Hannu Syrjänen three years until the AGM in spring 2007, and the term of Robert Castrén, Jane Erkko, Paavo Hohti, and Robin Langenskiöld three years until the AGM in spring 2008.
The AGM decided to pay the following monthly compensations to members of the Board: EUR 5,500 to the Chairman, EUR 5,000 to the Vice Chairman, and EUR 4,000 to members. The AGM decided to remove the fee paid for attending the Board meetings. A sum of EUR 1,000 per meeting will be paid to committee members.
The AGM confirmed the financial statements and consolidated financial statements for 2004 and granted discharge from liability to the members of the Board of Directors and the President & COO for the financial year 2004.
The AGM authorised the Board to decide, within one year of the AGM, on an increase of share capital by one or more rights issues, issuance of one or more convertible bonds loans and/or option rights. The new shares issued shall be of Series B, and their aggregate number may not exceed 30,622,430 shares. The total increase of share capital may not exceed EUR 13,167,644.90. According to the Board's proposal, the authorisation excludes the personnel incentives.
The AGM authorised the Board to decide, within one year of the AGM, to acquire the Company's own Series A and B shares. The acquisition will be made by using distributable funds. The aggregate book counter-value of the shares or the total votes conferred by such shares after the acquisition may not exceed 5% of the share capital or of the total votes of the Company. Shares can be acquired for example to develop the capital structure of the Company or for invalidation. The shares will be acquired in accordance with the decision of the Board at their current price in public trading on the Helsinki Exchanges. The shares will be acquired in the existing proportion of the different share classes.
PricewaterhouseCoopers Oy, corporation of authorised public accountants, with Johanna Perälä, APA, as Lead Auditor, and Pekka Nikula, APA, continue as the Company's Auditors. Lotta Mäkelä, APA, was elected as Pekka Nikula's deputy. The AGM decided to continue to pay the chartered public accountant according to the invoice.