The Shareholders of SanomaWSOY Corporation are invited to attend the Annual General Meeting (AGM) on Wednesday, April 4, 2007 at 2:00 pm (Finnish time) in the Congress Wing of the Helsinki Fair Centre (Messuaukio 1, Helsinki, Finland). Registration of Shareholders who have given prior notice of attendance will begin at 1:15 pm.
The meeting shall deal with the following matters:
1. Matters pertaining to the Annual General Meeting under Article 16 of the Articles of Association
2. The Board's proposal for changes in the Articles of Association
The Board of Directors proposes that the Articles of Association be amended as follows:
The purpose of the Company is to engage in any legal business including communications, publishing and training, as well as distribution and specialised retail trade. The Company may operate either directly or through subsidiaries and associated companies.
The minimum share capital of the Company is EUR fifty million (50,000,000) and the maximum share capital is EUR three hundred million (300,000,000), within the limits of which the share capital may be increased or decreased without amending the Articles of Association.
The Company shall be legally represented by the Chairman of the Board of Directors or the President individually, jointly by two (2) members of the Board of Directors or by a member of the Board of Directors together with another authorised official of the Company or a holder of procuration.
The Board of Directors may authorise other persons to represent the Company jointly with another authorised official of the Company or a holder of procuration.
A notice of the General Meeting shall be published in at least one widely circulated newspaper designated by the Board of Directors no earlier than three (3) months and no later than seventeen (17) days prior to the meeting.
The Annual General Meeting shall deal with the following matters:
- election of the Chairman for the meeting who appoints the Secretary;
- election of two (2) persons to inspect the minutes of the meeting;
- presentation of the financial statements, the consolidated financial statements and the Board of Directors' report;
- presentation of the auditors' report;
- decision on the approval of the financial statements and the consolidated financial statements;
- decision on the use of the profit shown in the balance sheet;
- granting of discharge from liability to the members of the Board and the President;
- decision on the number of the members of the Board;
- decision on the remuneration of the Board members and the auditors;
- election of the members of the Board due to resign and the election of the Chairman and Vice Chairman of the Board;
- election of the auditors and deputy auditors; and
- decisions on any other matters specified in the meeting notice.
3. The Board of Directors' proposal for authorisation to decide on the repurchase of Company's own shares
The Board of Directors proposes that the Board be authorised to decide on the repurchase of Company's own shares with distributable earnings until the AGM of 2008.
4. The Board of Directors' proposal for authorisation to decide on the issue of shares
The Board of Directors proposes that the Board be authorised, until the AGM of 2010, to decide on (i) the issue of new shares; (ii) the disposal of Company's own shares held by Company; and (iii) the issuance of special rights entitling to shares.
The authorisation does not exclude the right of the Board of Directors to decide on a directed share issue.
Documents to be available
The Financial Statements of the Company have been published pursuant to the Securities Markets Act. The Stock Exchange Release of the Year-End Statement is available on the Company's website at www.sanomawsoy.fi. The proposals of the Board will also be available on the Company's website from Wednesday March 28, 2007. The proposals and the Stock Exchange Release of the Year-End Statement will be sent to Shareholders on 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.
Attendance and voting rights at the AGM
Shareholders are entitled to attend the meeting and vote if they:
1. are registered as Shareholders in the Shareholder Register maintained by the Finnish Central Securities Depository Ltd. on Friday, March 23, 2007, and
2. have given prior notice to attend by Wednesday, March 28, 2007 before 4:15 pm.
Shareholders wishing to attend the AGM are kindly requested to notify their attendance either:
1. by telephone +358 10 519 5021 Mon-Fri between 9:00 am and 4:15 pm;
2. by fax +358 10 519 5058;
3. by email: email@example.com; or
4. via internet at www.sanomawsoy.fi.
Shareholders are also requested to provide the name of an assistant, authorised representative or statutory representative, if any. The Company shall receive registration notices before the registration deadline. Shareholders are requested to submit possible proxies within the same time limit to: SanomaWSOY Corporation, Legal Department, P.O. Box 1229, FI-00101 Helsinki, Finland. Any questions concerning the registration will be answered by Paralegal Kirsi Vainio, tel. +358 10 519 5055.
Nominee registered Shareholders
Nominee registered Shareholders may temporarily be entered in the Shareholder Register of the Company on March 23, 2007 for participation in the AGM. The account operators and asset managers will upon request enter the nominee registered Shareholders in the Shareholder Register prepared for the AGM.
Members of the Board
Shareholders representing more than 10% of all shares and votes of SanomaWSOY Corporation have announced their intention to propose to the AGM that the number of the members of the Board will continue to be set at ten (10). The Shareholders also propose that Ms Sirkka Hämäläinen-Lindfors, Mr Seppo Kievari and Mr Hannu Syrjänen will be re-elected to the Board for the term ending in the AGM 2010. All the proposed individuals have given their consent to being re-elected.
Auditors and deputy auditor
The auditors are elected by the AGM for a term specified in the Articles of Association. Based on the recommendation of the Board of Directors' Audit Committee, the Board of Directors proposes as the auditors of the Company: Mr Pekka Pajamo, Authorised Public Accountant, and Mr Sixten Nyman, Authorised Public Accountant, as his deputy, and KPMG Oy Ab with Mr Kai Salli, Authorised Public Accountant, as Auditor in Charge.
Payment of dividends
The Board proposes to the AGM to distribute a dividend EUR 0.95 per share for 2006. Shareholders registered in the Shareholder Register maintained by Finnish Central Securities Depository Ltd. at the record date for distribution of dividends, i.e., Wednesday April 11, 2007, are entitled to receive dividends. The Board proposes that the dividends will be paid on Wednesday, April 18, 2007.
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, February 8, 2007
Board of Directors
Additional information: SanomaWSOY's Group Communications, tel. +385 105 19 5062 or firstname.lastname@example.org
Senior Vice President
Finance and Administration
Helsinki Stock Exchange