The shareholders of SanomaWSOY Corporation are invited to attend the Annual General Meeting of the Company on Tuesday 9 April 2002 starting at 2.00 p.m. in the Congress Wing of Finlandia Hall (entrances M1 or K1), 4th floor, Room A, address: Mannerheimintie 13 E, Helsinki, Finland. Registration of shareholders who have notified their attendance will begin at 1.15 p.m. The following matters will be dealt with at the meeting:
The matters pertaining to the Annual General Meeting pursuant to Article 18 of the Articles of Association Composition of the Board of Directors
The shareholders who in 1998 had signed the Shareholders' Agreement expiring in 2003 and who currently represent more than 50 per cent of the shares and votes in the company, have announced to the company that they will propose that the Annual General Meeting approve the existing number of Board members and that Mr. Jaakko Rauramo be elected Chairman, Mr. Paavo Hohti Vice Chairman and Mr. Robert Castrén, Mr. Aatos Erkko, Ms. Jane Erkko, Ms. Marjukka af Heurlin, Mr. Kyösti Järvinen, Mr. Esko Koivusalo, Mr. Robin Langenskiöld, Ms. Rafaela Seppälä and Mr. Hannu Syrjänen members of the Board of Directors.
In this connection, the above-mentioned shareholders have announced that while the term of Board members in accordance with the Articles of Association is three years, all of the above-mentioned persons have expressed their consent to the election, stating that should they be reelected as Board members at the 2002 Annual General Meeting, they will vacate their seats for the election at the Annual General Meeting held in spring 2003. Documents available for inspection
The financial statements are available for inspection by shareholders at the Legal Affairs Department of the company, address Ludviginkatu 6 - 8, 3rd floor, as from Tuesday 2 April 2002, and the documents will also be sent to shareholders upon request. The printed version of the Annual Report, which includes largely all the information contained in the documents, will be mailed to shareholders to their addresses figuring in the shareholder register. Right of attendance
Shareholders registered as shareholders in the shareholder register of the company maintained by the Finnish Central Securities Depository Ltd. (Suomen Arvopaperikeskus Oy) at Wednesday 27 March 2002 are entitled to attend the meeting. Also shareholders whose shares have not been transferred to the book entry securities system, are entitled to attend, provided that they were registered in the shareholder register of Sanoma Corporation, or Helsinki Media Company Oy, or Oy Devarda Ab prior to 1 May 1999, or in the shareholder register of Werner Söderström Corporation - WSOY prior to 23 December 1992. In such case, the shareholders shall present their share certificates or other proof to show that the title to the shares has not been transferred to a book entry account. Registration
Shareholders wishing to attend the Annual General Meeting should notify their attendance by Tuesday 2 April 2002 before 4.15 p.m. either by telephone, number +358 10 519 5026, telefax, number +358 10 519 5058, or by e-mail: email@example.com, indicating the name of an assistant if any, authorized representative or statutory representative. Notices made by telefax or e-mail shall reach the company before the deadline for notifications. Proxies should be sent before the deadline to: SanomaWSOY, Legal Affairs, POB 1229, 00101 Helsinki, Finland. Questions about notification are answered by Ms. Kirsi Vainio, Office Manager, Legal Affairs, tel. +358 105 19 5055. Nominee-registered shareholders
Nominee registered shareholders can be temporarily entered in the shareholder register of the company on 27 March 2002 for the purpose of attending the Annual General Meeting. Upon request the custodians will enter nominee-registered shareholders in the shareholder register prepared for the Annual General Meeting. Distribution of dividends
The Board of Directors proposes that the Annual General Meeting declare a dividend of EUR 0.51 per share for 2001. Shareholders registered at 12 April 2002 in the shareholder register of the company maintained by the Finnish Central Securities Depository Ltd. are entitled to receive dividends. The Board of Directors proposes that the dividends be paid on Friday 19 April 2002.
The dividend to shareholders who have not transferred their share certificates to the book entry system by the record date for payment of dividends, will be paid after the shares have been transferred to the book entry system.
Helsinki, 27 February 2002
Board of Directors
Investor Relations and Group Communications