SanomaWSOY Corporation's Board of Directors have today proposed to the Annual General Meeting (AGM) of April 3, 2006 that SanomaWSOY's Series A and B shares be combined to one new share series and that a issue of shares be directed to the holders of current Series A shares in order to compensate the decrease in the voting rights attached to the current Series A shares. According to the proposal, combining these two share series would be implemented by removing provisions related to differences between the share series from the Articles of Association in such a way that each Series A share will be converted into a new share whose rights correspond to the current Series B share.
SanomaWSOY's shareholders who own more than half of the Company's Series A shares have in advance notified in writing that they second and approve the arrangement provided that the AGM approves the Board's proposal as stipulated in the Finnish Companies Act.
The financial advisor to SanomaWSOY and the arranger of the directed issue to the holders of Series A shares, Nordea Bank Finland Plc, has given a fairness opinion concerning the arrangement stating that the structure and the compensation proposed is fair for the shareholders. Also the auditors of SanomaWSOY, PricewaterhouseCoopers (Authorised Public Accountants), have stated that the Board has given a true and fair view of the grounds for defining the per-share subscription price and for deviating from the pre-emptive rights of shareholders in the share issue directed to the Series A shareholders.
Additional information about the combining the share series, the related directed issue, and the proposed changes in the Articles of Association can be found on the Group's website at www.sanomawsoy.fi. Also, a letter to the shareholders explaining the arrangement in more detail will be posted to all shareholders in connection with the notice of the Annual General Meeting. SanomaWSOY will publish a prospectus in relation to the share issue. The estimated publishing date is April 4, 2006.
Further information: SanomaWSOY's IR & Group Communications, tel. +385 105 19 5062 or email@example.com
This document is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the shares has not registered, and does not intend to register, any portion of the offering in the United States and does not intend to conduct a public offering of shares in the United States.
This document shall not be distributed in the United States or in any other jurisdiction where its distribution or publication would be against applicable securities markets regulation. Offer will not be made directly or indirectly in any jurisdiction where prohibited by applicable law or where publication of a prospectus, registration or any other action would be required in addition to those actions required by Finnish law.
Senior Vice President
Finance and Administration
Helsinki Stock Exchange