Annual General Meeting April 18, 2000
"Our goal is to double our net sales over the next five years," according to SanomaWSOY's President & CEO, Jaakko Rauramo, speaking at the Group's first Annual General Meeting of Shareholders (AGM).
"The most important region for us as we move ahead with our international expansion will be the Baltic Rim. Our opportunities in areas such as magazines, the Internet, and WAP technology, however, extend further afield, to Europe as a whole and even the global stage," continued Jaakko Rauramo. "Growth and focus will run hand in hand. To achieve this level of growth and development, we are able to call on what are, even by European standards, extensive financial resources and strong cash flow."
Sanoma-WSOY Oyj's AGM held on April 18, 2000 confirmed, as proposed, the Parent Company's Income Statement and Balance Sheet and the Group's Consolidated Income Statement and Balance Sheet. The meeting also discharged the members of the Board of Directors and the President & CEO from liability in respect of the 1999 accounting year.
The AGM decided, in accordance with the Board's proposal, that the Company shall distribute a dividend for the 1999 accounting year of FIM 10.75 (EUR 1.81). The dividend will be paid five banking days after the record date, on May 3, 2000.
Board of Directors and auditors
The period of office of the Board of Directors elected in May 1998 will end at the conclusion of the third following AGM. Under the Articles of Association, the maximum number of Board members is 11. The members are: Aatos Erkko (Chairman), Esko Koivusalo (Vice Chairman), Jane Erkko, Marjukka af Heurlin, Paavo Hohti, L.J. Jouhki, Kyösti Järvinen, Robin Langenskiöld, Rafaela Seppälä, Jaakko Rauramo, and Antero Siljola. All concerned sat on the Board in the same positions previously.
SVH Pricewaterhouse Coopers Ltd. were chosen as Company Auditors, with Tauno Haataja and Pekka Nikula, both Authorised Public Accountants, acting as Senior Auditors, and Johanna Perälä, Authorised Public Accountant, as Deputy Auditor.
The AGM decided to increase the number of Company shares by splitting each current Company shares into four. The number of shares will be increased as a result from 36,380,399 to 145,521,596. The nominal value of each share will be reduced from FIM 10 to FIM 2.50. Following these changes, Series A shares will number 24,007,580, and Series B shares, 121,514,016. The changes are planned to come into effect on the HEX Helsinki Exchanges' trading system as of May 10, 2000, and a separate release will be issued regarding this.
Denominating the Company's share capital in euro, ending the use of nominal value for shares, and increasing the Company's share capital throug a bonus issue
The AGM decided to denominate the Company's share capital in EURO, end the use of nominal values for shares, and increase the Company's share capital through a EUR 1,386,847.56 bonus issue to EUR 62,574,286.28. A sum equivalent to the latter increase will be transferred to the Companys share capital from the premium fund, and no new shares will be issued. Following the change in the currency in which the Company's share capital is denominated, the ending of the use of nominal values for shares, and the bonus issue, the book counter-value of the Company's share will be EUR 0.43.
Change in the Articles of Association
The AGM decided to amend Sections 1 and 4 of the Articles of Association as follows:
"Section 1: The Company's business name shall be SanomaWSOY Oyj in Finnish, SanomaWSOY Abp in Swedish, and SanomaWSOY Corporation in English. The Company's domicile shall be Helsinki.
Section 4: The Company's minimum share capital shall be a minimum of EUR 50,000,000 and a maximum of EUR 200,000,000, within which boundaries share capital can be increased or reduced without amending the Articles of Association.
The maximum number of the Company's Series A shares shall be 80,000,000 and the minimum number of Series B shares 100,202,620 and the maximum number 480,000,000."