Notice of Annual General Meeting
The Shareholders of SanomaWSOY Corporation are invited to attend the Annual General Meeting on Tuesday, 30 March 2004 starting at 2:00 p.m. in the Congress Wing of the Helsinki Fair Centre, address: Messuaukio 1, Helsinki, Finland. Registration of Shareholders who have notified their attendance will start in the place of the meeting at 1:15 p.m.
The meeting will deal with the following matters:
1. Matters pertaining to the Annual General Meeting pursuant to Article 18 of the Articles of
2. Board's proposal for decrease of share capital by invalidating Company's own shares
On 12 February 2004, the Boards of SanomaWSOY Corporation and its fully owned subsidiary Tiikerijakelu Oy approved a plan to merge Tiikerijakelu Oy into SanomaWSOY Corporation. The date scheduled for implementation of the merger is 31 July 2004. Following the merger, SanomaWSOY Corporation will receive in total 7,187,276 SanomaWSOY Series B shares, representing 4.48% of the
shares and 1.19% of the votes of the Company.
The Board proposes that the Company's share capital be decreased by EUR 3,090,528.68 by invalidating, without consideration, the above-mentioned, in total 7,187,276 Series B shares immediately after the registration of implementation of the merger of Tiikerijakelu Oy. The share capital of SanomaWSOY Corporation will thus decrease from EUR 68,928,754.04 to EUR
65,838,225.36, and the number of Series B shares will be reduced from 137,078,936 to 129,891,660 shares. The above-mentioned share capital amounts and share numbers correspond to the situation at the date of the Annual General Meeting. The share capital and the number of shares can change at a later date due to issuance of shares against the debentures of the convertible capital notes or to conversion of shares.
The reduction amount, which corresponds to the aggregate book counter-value of the invalidated shares will be transferred to the premium fund, and the decrease will thus have no impact on the restricted equity of the Company.
The purpose of the decrease of share capital is to invalidate Company's own shares received under the merger of Tiikerijakelu Oy. The invalidation of these shares will later permit the Company to acquire its own shares.
The decrease of share capital will have no significant impact on the distribution of shares or votes between SanomaWSOY Corporation's other Shareholders, because the shares to be invalidated are held by the Company.
The decrease of share capital will not impact the conversion ratio of the convertible capital notes issued in accordance with the decision made by the Company on 31 August 2001 or the option rights issued on 31 January 2002.
3. Board's proposal for an authorisation to the Board of Directors to decide on an increase of the share capital by a rights issue, issuance of a convertible capital notes and/or option rights
The Board proposes that it be authorised to decide, within one year from the Annual General Meeting, on an increase of share capital by one or more rights issues, issuance of one or more convertible capital notes and/or option rights so that the new shares subscribed under the rights issue and/or converted against the convertible capital notes, and/or the new shares subscribed under
the option rights, shall be of Series B, and that their aggregate number may not exceed 30,622,430 shares and the total increase of share capital may not exceed EUR 13,167,644.90.
The authorisation will entitle the Board of Directors to deviate from the pre-emptive right of Shareholders and to decide on the prices and other terms of subscription as well as on the terms of the convertible capital notes and/or the terms of the option rights. The Board will be authorised to decide that the shares, convertible capital notes and/or option rights may be subscribed against a consideration in kind, by exercising set-off or redemption rights, or on other specific terms.
4. Board's proposal for an authorisation to the Board of Directors to decide on acquisition of the Company's own shares
The Board proposes that it be authorised to decide, within one year from the Annual General Meeting, on an acquisition of a total number of Company?s own Series A shares and Series B shares, whose aggregate book counter-value or the total votes conferred by such shares after the acquisition may not exceed 5% of the share capital or of the total votes of the Company. The acquisition will be
made by using distributable funds. Shares can be acquired for example to develop the capital structure of the Company, or for invalidation.
The shares would be acquired in accordance with the decision of the Board at their current price in public trading on the Helsinki Exchanges. The shares will be acquired in the existing proportion of the different share classes. The price for the acquisition of shares will be paid to the sellers within a
time limit determined in accordance with the rules of the Helsinki Exchanges and the rules of Finnish Central Securities Depository Ltd.
Since the acquired shares may not exceed 5% of the entire share capital or of the votes conferred by all shares of the Company, the acquisition will have no significant impact on the distribution of shares and votes in the Company.
Documents to be available
The documents relating to the financial statements and the proposals of the Board are available to Shareholders at the Legal Department of the Company, Ludviginkatu 6 - 8, 3rd floor, Helsinki, Finland, as from Tuesday, 23 March 2004, and will be sent to Shareholders upon request. The printed Annual
Report of the Company, which includes most of the accounting documents, will be posted to Shareholders to their addresses indicated in the Shareholder Register.
Right of attendance
1. On Friday, 19 March 2004, are registered as Shareholders in the Shareholder Register maintained by Finnish Central Securities Depository Ltd, and
2. Have notified their attendance by Tuesday 23 March 2004 before 4:15 p.m. are entitled to attend the meeting.
Also Shareholders whose shares have not been transferred to the book-entry system are entitled to attend the Annual General Meeting provided that they were registered in the Shareholder Registers of Sanoma Corporation, Helsinki Media Company Oy or Oy Devarda Ab before 1 May 1999, or in the Shareholder Register of Werner Söderström Corporation before 23 December 1992, or in the
Shareholder Register of Rautakirja Oy before 14 May 1994. Such Shareholders shall present their share certificates or other documentation at the Annual General Meeting to show that the title to their shares has not been transferred to a book-entry account.
Shareholders wishing to attend the Annual General Meeting are kindly requested to notify their attendance
1. By telephone +358 9 10 519 5021;
2. By fax +358 9 10 519 5058; or
3. By email: email@example.com.
At the same time the Shareholders are requested to give the name of an assistant, authorised representative or statutory representative, if any. Notices sent by fax or email shall be received by the Company before the registration deadline for advance notifications. Shareholders are requested to
send any proxies within the same time limit to: SanomaWSOY Corporation, Legal Department, P.O.Box 1229, 00101 Helsinki, Finland. Ms. Kirsi Vainio, Paralegal, tel. +358 10 519 5055, will answer questions concerning the registration.
Nominee-registered Shareholders may temporarily be entered in the Shareholder Register of the Company on 19 March 2004 for participation in the Annual General Meeting. The asset managers will upon request enter the nominee-registered Shareholders in the Shareholder Register prepared for the Annual General Meeting.
Auditors and deputy auditor
The auditors are elected by the Annual General Meeting for a term laid down in the Articles of Association. The Audit Committee of the Board of Directors proposes that the present auditors, i.e. PricewaterhouseCoopers Oy, with Ms. Johanna Perälä (APA) as auditor in charge, and Mr. Pekka Nikula (APA), and Mr. Juha Tuomala (APA) as his deputy, be re-elected.
Payment of dividends
The Board proposes to the Annual General Meeting a distribution of dividend of EUR 1.00 per share for 2003. Shareholders registered in the Shareholder Register maintained by Finnish Central Securities Depository Ltd at the record date for distribution of dividend, i.e. Friday, 2 April 2004, are entitled to receive dividends. The Board proposes that the dividends be paid on Tuesday, 13 April 2004.
Dividends to Shareholders, who have not transferred their shares to the book-entry system by the record date for dividend, will be paid after the shares have been transferred to the book-entry system.