Notice of SanomaWSOY's Annual General Meeting
The Shareholders of SanomaWSOY Corporation are invited to attend the Annual General Meeting on Tuesday, 12 April 2005 starting at 2:00 p.m. in the Congress Wing of the Helsinki Fair Centre (Messuaukio 1, Helsinki, Finland). Registration of the 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. Board's proposal for an authorisation to the Board of Directors to decide on an increase of the share capital by a rights issue, issuance of a convertible capital notes and/or option rights
The Board proposes that it be authorised 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 capital notes and/or option rights.
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.
The authorisation 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 capital notes and/or the terms of the option rights. The authorisation expressly excludes the personnel incentives. The Board will be authorised to decide that the shares, convertible capital notes 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. Board's proposal for an authorisation to the Board of Directors to decide on acquisition of the Company's own shares
The Board proposes that it be authorised to decide, within one year from the Annual General Meeting, on an acquisition of a total number of Company's own Series A shares and Series B shares, whose aggregate book counter-value 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. The acquisition will be made by using distributable funds. Shares can be acquired e.g. to develop the capital structure of the Company, or for invalidation.
The shares would 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. The price for the acquisition of shares will be paid to the sellers within a time limit determined in accordance with the rules of the Helsinki Exchanges and the rules of Finnish Central Securities Depository Ltd.
Since the acquired shares may not exceed 5% of the entire share capital or of the votes conferred by all shares of the Company, the acquisition will have no significant impact on the distribution of shares and votes in the Company.
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, 5 April 2005. The documents will be sent to Shareholders 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
1. On Friday, 1 April 2005, are registered as Shareholders in the Shareholder Register maintained by Finnish Central Securities Depository Ltd, and
2. Have notified their attendance by Tuesday, 5 April 2005 before 4:15 p.m. 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. Such Shareholders shall provide 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, or in the Shareholder Register of Rautakirja Oy before 14 May 1994. 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:
1. By telephone +358 10 519 5021;
2. By fax +358 10 519 5058; or
3. By email: firstname.lastname@example.org.
At the same time the Shareholders are requested to give the name of an assistant, authorised representative or statutory representative, if any. The Company shall receive notices before the registration deadline for advance notifications. Shareholders are requested to send any proxies within the same time limit to: SanomaWSOY Corporation, Legal Department, P.O.Box 1229, FI-00101 Helsinki, Finland. Ms. Kirsi Vainio, Paralegal, 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 1 April 2005 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.
Auditors and deputy auditor
The auditors are elected by the Annual General Meeting for a term laid down in the Articles of Association. The Audit Committee of the Board of Directors proposes PricewaterhouseCoopers Oy, with Ms. Johanna Perälä (APA) as auditor in charge, and Mr. Pekka Nikula (APA), and Ms. Lotta Mäkelä (APA) as his deputy, as the auditors of the Company.
Payment of dividends
The Board proposes to the Annual General Meeting a distribution of dividend of EUR 0.80 per share for 2004. Shareholders registered in the Shareholder Register maintained by Finnish Central Securities Depository Ltd at the record date for distribution of dividend, i.e. Friday, 15 April 2005, are entitled to receive dividends. The Board proposes that the dividends be paid on Tuesday, 22 April 2005.
Dividends to Shareholders, who have not transferred their shares to the book-entry system by the record date for dividend, will be paid after the shares have been transferred to the book-entry system.
Helsinki, 10 February 2005
Board of Directors