Extraordinary General Meeting September 18, 2002
The decisions of the EGM
SanomaWSOY Corporation's Extraordinary General Meeting of Shareholders approved the proposal of the Board of Directors to merge Rautakirja Oyj into SanomaWSOY.
Rautakirja will be incorporated with SanomaWSOY in an absorption merger in accordance with Chapter 14, Section 1 of the Finnish Companies Act. Rautakirja's shareholders will receive as a merger consideration new SanomaWSOY B-series shares according to the merger plan. The implementation of the merger is estimated to be entered in the Trade Register on 1 March 2003.
The EGM also agreed to amend the Articles of Association of SanomaWSOY so that the field of business of the company is to engage in publication, marketing and distribution of books, newspapers, magazines and other publications, other communications, kiosk business activity, entertainment activity, and affiliated industrial and commercial business, either by itself or by its subsidiaries or associated companies. In addition, the company can engage in rental and investment activity.
The Articles of Association were also changed so that the maximum share capital of the company is 300,000,000 euros, the amount of Series A shares can be at most 120,000,000 and the amount of Series B shares at least 100,202,620 and at maximum 720,000,000.
Annual General Meeting April 9, 2002
The decisions of the AGM
SanomaWSOY Oyj's Annual General Meeting confirmed the 2001 financial statements and consolidated financial statements and granted discharge from liability to the members of the Board of Directors and the Managing Director for the 2001 financial year. In accordance with the proposal of the Board of Directors, a dividend of EUR 0.51 per share will be distributed to the shareholders. The record date for the payment of dividends is 12 April 2002, and the dividend will be paid on 19 April 2002.
The term of the Board of Directors elected in May 1998 ended at this Annual General Meeting, which reapproved the existing number of 11 as the number of the Board members. The following Board members were reelected on the Board of Directors of SanomaWSOY Oyj: Mr. Robert Castrén, Mr. Aatos Erkko; Ms. Jane Erkko; Ms. Marjukka af Heurlin; Mr. Paavo Hohti; Mr. Kyösti Järvinen; Mr. Esko Koivusalo; Mr. Robin Langenskiöld; Mr. Jaakko Rauramo; Ms. Rafaela Seppälä; and Mr. Hannu Syrjänen. Mr. Jaakko Rauramo was elected Chairman and Mr. Paavo Hohti Vice Chairman of the Board. All these persons have announced that they will vacate their seats for new election at the Annual General Meeting in spring 2003.
PricewaterhouseCoopers Oy, corporation of authorized public accountants, continues as the Company's Auditors, with Ms. Johanna Perälä, APA, as a Lead Auditor, assisted by Mr. Pekka Nikula, APA and Mr. Juha Tuomala, APA, as his deputy.
The remuneration of the Board of Directors remains unchanged. The auditors' fees will be paid on the basis of invoicing.