SanomaWSOY's Board of Directors has decided to present the following proposals to the Annual General Meeting convening on 18 April 2000, in addition to the matters to be dealt with pursuant to Article 18 of the Articles of Association:
1. Proposal to increase the number of shares by splitting each existing share into four shares.
The Board of Directors proposes that the Annual General Meeting shall decide to increase the number of shares from 36,380,399 to 145,521,596 shares by decreasing the nominal value of each share from ten Finnish markka (FIM 10) to two markka fifty penni (FIM 2.50). After the decrease of the nominal value, the number of A shares will be 24,007,580 and the number of B shares 121,514,016.
2. Proposal for decisions to express the share capital in euros, abolish the nominal value of shares and increase the share capital by a scrip issue.
The Board of Directors proposes that the Annual General Meeting shall decide to express the share capital of the Company in euros, abolish the nominal value of shares, and increase the share capital under a scrip issue by EUR 1,386,847.56 to EUR 62,574,286.28 by transferring the amount corresponding to the increase from the share premium account to the share capital. No new shares will be issued under the scrip issue. After the translation of the share capital into euros and the abolition of the nominal value and the scrip issue, the counter-value of the shares in the books will be 43 cents.
3. Proposal for an amendment of the Articles of Association
The Board of Directors proposes that the Annual General Meeting shall decide to amend Articles 1 and 4 of the Articles of Association to read as follows:
"Article 1. The name of the company is SanomaWSOY Oyj, in Swedish SanomaWSOY Abp, and in English SanomaWSOY Corporation. The domicile of the company is Helsinki."
"Article 4. The minimum share capital of the Company is fifty million euros (EUR 50,000,000) and the maximum share capital two hundred million euros (EUR 200,000,000) within which limits the share capital can be increased or decreased without amending the Articles of Association.
Not more than 80,000,000 of the shares can be of series A; and not less than 100,202,620 and not more than 480,000,000 of the shares can be of series B."
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