SanomaWSOY Corp. Stock Exchange Release 7 Feb 2008 at 12:15
The Shareholders of SanomaWSOY Corporation are invited to attend the Annual General Meeting (AGM) on Tuesday 1 April 2008 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 advance notice of participation 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 of Directors' proposal for changes in the Articles of Association
The Board of Directors proposes that the 1 § of Articles of Association be amended as follows:
The Company's business name is Sanoma Oyj, in Swedish Sanoma Abp and in English Sanoma Corporation.
The Company's domicile is Helsinki.
3. The Board of Directors' proposal for authorisation to decide on the acquisition of Company's own shares
The Board of Directors proposes that the Board be authorised to decide on the acquisition of maximum of 8,285,000 Company's own shares until the AGM of 2009. These treasury shares will not be purchased in proportion to the shareholdings of the existing shareholders. They will be purchased with the Company's unrestricted equity at the market price of the acquisition moment on the OMX Nordic Exchange Helsinki.
4. The Board of Directors' proposal for transferring premium fund to unrestricted equity
The Board of Directors proposes that the Company's premium fund shall be decreased by EUR 175,000,000 in maximum by transferring all the funds in premium fund on AGM date to the Company's reserve for invested unrestricted equity. The decrease in premium fund will take effect without compensation, and it will not have effect on the number of Company shares, rights carried by the shares, the proportional ownership of the Company, or in the terms and conditions of the Company's stock option schemes.
5. The Board of Directors' proposal for donation
The Board of Directors proposes that the works of art of considerable culture historical significance owned by the Company will be donated to the Helsingin Sanomat Foundation.
Documents to be available
The Financial Statements of the Company have been disclosed as provided in 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 of Directors will also be available on the Company's website on Tuesday 25 March 2008 at the latest. 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 the accounting documents, will be posted to Shareholders to their addresses indicated in the Shareholder Register.
Participation and voting rights at the AGM
Shareholders are entitled to participate the meeting and vote if they:
1. Have been entered into the Shareholder Register maintained by the Nordic Central Securities Depository Ltd. on Thursday 20 March 2008, and
2. Have given advance notice of participation by Tuesday 25 March 2008 before 4:15 pm.
Shareholders wishing to attend the AGM are kindly requested to notify their participation either:
1. via internet at www.sanomawsoy.fi.;
2. by email: email@example.com;
3. by telephone +358 105 19 5021 (Mon-Fri between 9:00 am and 4:15 pm); or
4. by fax +358 105 19 5058.
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. Representatives are requested to submit notice of any proxy document or otherwise provide reliable evidence of the right to represent the shareholder 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. +358 105 19 5055.
Nominee registered Shareholders
Nominee registered Shareholders may temporarily be entered in the Shareholder Register of the Company on 20 March 2008 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 Robert Castrén, Jane Erkko and Paavo Hohti will be re-elected, and Rafaela Seppälä elected as a new member to the Board for the term ending in the AGM 2011. All the proposed individuals have given their consent to being elected.
Shareholders representing more than 10% of all shares and votes of SanomaWSOY Corporation have announced their intention to propose to the AGM the following compensations:
EUR 8,500 / month
- Vice Chairman
EUR 6,500 / month
EUR 5,500 / month
- Committee members
EUR 1,000 / meeting
Auditors and deputy auditor
The auditors are appointed 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: Pekka Pajamo, Authorised Public Accountant, and Sixten Nyman, Authorised Public Accountant, as his deputy, and Chartered accountant KPMG Oy Ab with Kai Salli, Authorised Public Accountant, as Auditor in Charge.
Payment of dividends
The Board proposes to the AGM to distribute a dividend EUR 1.00 per share for 2007. Shareholders entered into the Shareholder Register maintained by Nordic Central Securities Depository Ltd. at the record date for distribution of dividends, i.e., Friday 4 April 2008, are entitled to receive dividends. The Board proposes that the dividends will be paid on Friday 11 April 2008.
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, 7 February 2008
Board of Directors
Senior Vice President
Finance and Administration
Additional information: SanomaWSOY's Group Communications, tel +358 105 19 5062 or firstname.lastname@example.org
SanomaWSOY provides information, experiences, education and entertainment to millions of people. Quality content, products and services that are creative and customer centric, and efficient distribution ensure satisfaction for our customers in the more than 20 European countries we operate in. With net sales of EUR 2.9 billion, SanomaWSOY was the largest media company in the Nordic countries in 2007. The Group employs nearly 20,000 people.