The Extraordinary General Meeting of WSOY held today approved the amendment to the Articles of Association, proposed by the Board of Directors. The name of the company was changed to Werner Söderström Oyj - WSOY (Werner Söderström Corporation - WSOY). A conversion clause was added to the Articles of Association.
Werner Söderström Osakeyhtiö - WSOY's legal form was changed to a public limited company by the Annual General Meeting on 28 April 1998. Also the Board of Directors' proposal for amendment of the Articles of Association was dealt with in this connection.
However, according to the Articles of Association, matters concerning amendments of the Articles of Association cannot be resolved by the same meeting where they were made pending but by another general meeting held at a later date.
The Extraordinary General Meeting held today unanimously approved the changes to the Articles of Association, proposed by the Board of Directors.
The Extraordinary General Meeting decided that the name of the company shall be Werner Söderström Oyj - WSOY and the parallel name of the company shall be Werner Söderström Corporation - WSOY (Article 1 of the Articles of Association).
A conversion clause was added to the Articles of Association, stipulating that an A-share can be converted to a B-share at the request of a shareholder or, in case of nominee registered shares, at the request of the custodian registered in the book-entry register, provided that the conversion can be carried out within the permitted minimum and maximum numbers of each share series (Article 5 of the Articles of Association).
A clause concerning notification of attendance at general meetings was also added to the Articles of Association, and the corresponding changes were made to the Article dealing with the summons to general meetings (Articles 17 and 18 of the Articles of Association).
The pre-emptive clause applied in connection with increases of share capital was deleted from the Articles of Association (Article 3 of the Articles of Association). The change required by the Companies Act was made to the Article dealing with the right to vote at general meetings (Article 19 of the Articles of Association).
The Article dealing with redemption of the company's own shares was deleted from the Articles of Association as being conflicting with the Companies Act.
WERNER SÖDERSTRÖM OSAKEYHTIÖ - WSOY
Antero Siljola Group President and CEO For more information: Mr. Antero Siljola, Group President and CEO; tel. +358 9 6168 200 or +358 40 580 8380 Mr. Aarno Heinonen, Group Executive Vice President; tel. +358 9 6168 219 or +358 400 408 938
DISTRIBUTION Helsinki Stock Exchange Principal media
Enclosure: Werner Söderström Corporation - WSOY's Articles of Association, approved by the Extraordinary General Meeting on 8 June 1998
Article 1. The name of the company is Werner Söderström Oyj - WSOY, in English Werner Söderström Corporation - WSOY, and its domicile is Porvoo.
Article 2. The company's business consists of book publishing, graphic industry, supply of stationery products and educational materials, and activities related to these. The purpose of the company is to publish good literature on a basis which promotes national culture.
Article 3. The minimum share capital of the company is one hundred million (100,000,000) Finnish markka and the maximum share capital is three hundred million (300,000,000) Finnish markka, within which limits the share capital can be increased or decreased without amending the Articles of Association. The nominal value of the share is ten (10) Finnish markka. The minimum number of shares in series A is 1,980,000 and the maximum number of shares in series A is 7,920,000; the minimum number of shares in series B is 5,520,000 and the maximum number of shares in series B is 22,080,000. Should the General Meeting so decide, also parties other than the existing shareholders can subscribe to shares belonging to series B.
Article 4. Each share of series A carries twenty (20) votes and each share of series B carries one (1) vote at a general meeting.
Article 5. A share of series A can be converted to a share of series B at the request of a shareholder, or in respect of nominee registered shares, at the request of the custodian registered in the book-entry register, provided that the conversion can be carried out within the limits of the maximum numbers of shares in each share series. The conversion request shall be made to the Board of Directors of the company in writing. The request shall indicate the number of shares to be converted and the book-entry account on which the corresponding book-entry units are registered. The company can request that a marking be made on the shareholder's book-entry account restricting the shareholder's right to transfer the share during the period of the conversion procedure. The company shall notify the Trade Register of the changes in the numbers of shares in the different share series following the conversion. The conversion request can be presented at any time; however, not after the Board of Directors of the company has made a decision to convene a general meeting. A conversion request made between the decision and the general meeting first following the decision shall be considered as received and shall be dealt with after the general meeting and the record date which may follow such meeting. A request for conversion of a share can be cancelled until the conversion has been notified to the Trade Register. After the cancellation, the company shall request that a possible restrictive marking be removed from the shareholder's book-entry account. The company's A-share shall be deemed as converted to a B-share upon the registration of the conversion in the Trade Register. The party who had made the conversion request and the keeper of the book entry register shall be informed of the registration of the conversion request. The Board of Directors shall give more detailed instructions for the implementation of the conversion if necessary.
Article 6. The shares of the company belong to the book-entry securities system. The right to receive funds distributed by the company and the right to subscribe to shares under an increase of share capital shall belong only to a party: who is registered in the shareholder register at the record date; whose right to receive performance is on the record date booked on the book-entry account of a shareholder registered in the shareholder register and entered in the shareholder register; or if the share is registered in the name of a nominee, on whose book-entry account the share is registered on the record date and whose custodian is on the record date registered in the shareholder register as the custodian of the shares.
Article 7. The administrative bodies of the company are the Supervisory Board, the Board of Directors and the Managing Director who is at the same time also the Chief Executive Officer of the company.
Article 8. The Supervisory Board shall be composed of not less than six and not more than nine members elected by the Annual General Meeting for a term of three years at a time, lasting from Annual General Meeting to Annual General Meeting. A person who is 70 years old shall not be elected member of the Supervisory Board. If the seat of a member of the Supervisory Board becomes vacant before the end of the three-year term, a new member shall be elected only for the remainder of the three-year term. One third of the members of the Supervisory Board shall be in turn to resign each year. In unclear situations, the rotation shall be determined by drawing of lot. In its constituent meeting following the Annual General Meeting, the Supervisory Board shall elect the Chairman and the Vice Chairman from among its members for a term of one year at a time, and appoint a secretary. The Supervisory Board shall constitute a quorum if the Chairman or the Vice Chairman and at least four members are present. In the event of even votes, the opinion supported by the Chairman shall constitute the resolution of the Supervisory Board. The Managing Director shall have a voice at the meetings of the Supervisory Board.
Article 9. The Supervisory Board shall: supervise the administration of the company managed by the Board of Directors and the Managing Director; determine the number of the members of the Board of Directors; and hire and dismiss the Managing Director, and after hearing the Managing Director, the other members of the Board of Directors; and determine their remuneration; submit its report on the financial statements and the auditors' report to the Annual General Meeting; convene the general meetings.
Article 10. The Board of Directors shall comprise the Managing Director and not less than two and not more than ten members appointed by the Supervisory Board for a term of four calendar years at a time. The Managing Director, or if the Managing Director is disqualified, a member of the Board of Directors designated by the Supervisory Board shall be the Chairman of the Board of Directors. The Board of Directors constitutes a quorum if more than half of all members are present. In case of even vote the opinion of the Chairman shall prevail. Minutes shall be kept of the meetings of the Board of Directors.
Article 11. The Board of Directors shall: take care of the administration of the company and the proper organisation of its activities; manage and supervise the activities of the different units of the company and see to their development; implement the decisions of the General Meeting and the Supervisory Board; decide on the publication of the products proposed to the company; prepare the matters which belong to the competence of the Supervisory Board; and determine the remuneration and other possible benefits of the personnel.
Article 12. The Managing Director shall directly manage the day-to-day administration of the company in accordance with the decisions of the Supervisory Board and the Board of Directors; ensure that the accounts of the company comply with the relevant laws and that the financial administration of the company is organised in a reliable way; and prepare a proposal for a report on the operations of the company for presentation to the Annual General Meeting.
Article 13. The Managing Director alone, and the other members of the Board of Directors as well as the persons authorised by the Board of Directors to sign for the company per procuratione sign for the company, any two of them together.
Article 14. The books of the company shall be closed for each calendar year, and the financial statements shall be ready during March.
Article 15. The Annual General Meeting shall appoint two (2) ordinary auditors approved by a chamber of commerce or the Central Chamber of Commerce, and two (2) deputy auditors approved by a chamber of commerce or the Central Chamber of Commerce to examine the financial statements, the accounts and the administration of the company for the current financial year. One of the ordinary auditors and one of the deputy auditors shall be a chartered public accountant approved by the Central Chamber of Commerce. The term of the auditors shall end at the close of the Annual General Meeting first following their election. The auditors shall present a report of their audit to the Board of Directors by the end of April, however, at least two weeks before the Annual General Meeting.
Article 16. The Annual General Meeting shall be held on a day determined by the Board of Directors, during May at the latest. The general meetings shall be held in Porvoo or Helsinki.
Article 17. Shareholders wishing to attend a general meeting shall notify the company of their attendance by the last date indicated in the summons to the meeting; such day cannot be earlier than five (5) days before the meeting.
Article 18. The summons to general meetings shall be published twice in a newspaper appearing in the metropolitan area and a newspaper appearing in Porvoo, for the first time not earlier than four and not later than two weeks before the last date for notification of attendance, and for the second time not later than one week before the last date for notification of attendance.
Article 19. All shareholders registered in the shareholder's register five days before a general meeting at the latest shall be entitled to vote at the meeting. Shares registered in the shareholders' register in the name of a shareholder after said date shall not be taken into account when calculating the number of votes held by the shareholder. The votes of a shareholder can also be exercised by a person duly authorised by the shareholder. No shareholder may exercise a vote at a general meeting exceeding one fifth of the aggregate votes carried by the shares represented at the meeting.
Article 20. The Annual General Meeting shall deal with the following matters: elect a Chairman for the meeting; the Chairman shall appoint a keeper of minutes; elect two scrutinisers of minutes; present the financial statements; present the auditors' report and the opinion of the Supervisory Board on the financial statements and the auditors' report; decide upon the adoption of the financial statements; decide upon the measures warranted by the profit or loss in accordance with the approved balance sheet; decide upon granting discharge from liability to the members of the Board of Directors and the Supervisory Board as well as to the Managing Director; determine the number of members of the Supervisory Board; determine the remuneration to the members of the Supervisory Board and the auditors; elect the members of Supervisory Board to replace the members who are in turn to resign; appoint the auditors and the deputy auditors; deal with the proposals presented to the Board of Directors by individual shareholders at least three weeks before the meeting; and resolve the other matters as per the summons to the meeting.
Article 21. The officials shall be elected at the general meeting by a closed ballot at the request of a shareholder, with the exception of the election of the Chairman.
Article 22. The opinion supported by more than half of the cast votes, or in the event of even votes, by the Chairman, shall constitute the opinion of the general meeting. A decision concerning an amendment of the Articles of Association, increase of share capital or dissolution of the company, shall, however, be valid only provided that it is supported by shareholders together representing at least three fourths of the votes cast and the shares represented in the meeting. Questions concerning amendment of the Articles of Association and dissolution of the company cannot be resolved by the meeting where they were made pending but by another general meeting convened not earlier than one month and not later than two months after such meeting.