SanomaWSOY's Annual General Meeting
SanomaWSOY Corporation's Annual General Meeting decided in accordance with the proposal of the Board of Directors that a dividend of EUR 1.00 per share will be distributed to the shareholders. The record date for the dividend payment is 2 April 2004, and the dividend will be paid on 13 April 2004. The AGM elected Doctor of Science (Econ.) Sirkka Hämäläinen as a new member of the Board of Directors of SanomaWSOY. Seppo Kievari and Hannu Syrjänen were re-elected.
The number of the Board members was set at ten. The Board of Directors of SanomaWSOY consists of: Jaakko Rauramo, Chairman of the Board, Paavo Hohti, Vice Chairman of the Board, and the members Sari Baldauf, Robert Castrén, Jane Erkko, Sirkka Hämäläinen, Seppo Kievari, Robin Langenskiöld, Hannu Syrjänen, and Sakari Tamminen.
According to the Articles of Association, the term of office of the Board members is three years. To support rotation among the members of the Board, Paavo Hohti, Robert Castrén, Jane Erkko, and Robin Langenskiöld have announced that they will vacate their seats at the AGM in spring 2005. In line with the Articles of Association, the term of Sari Baldauf, Jaakko Rauramo, and Sakari Tamminen is three years until the AGM in spring 2006, and the term of Sirkka Hämäläinen, Seppo Kievari, and Hannu Syrjänen three years until the AGM in spring 2007. The members of the Board will be paid the following monthly compensations: EUR 5,500 to the Chairman, EUR 5,000 to the Vice Chairman, and EUR 4,000 to members. A sum of EUR 200 will be paid per meeting.
The AGM confirmed the 2003 financial statements and consolidated financial statements and granted discharge from liability to the members of the Board of Directors and the President & COO for the 2003 financial year.
The AGM approved the proposal of the Board of Directors to invalidate, without consideration, the Series B shares that SanomaWSOY will receive when its fully owned subsidiary Tiikerijakelu Oy merges into SanomaWSOY Corporation. Following the merger, SanomaWSOY will receive in total 7,187,276 SanomaWSOY Series B shares, representing 4.48% of the shares and 1.19% of the votes. These shares will be invalidated immediately after the implementation of the merger of Tiikerijakelu Oy is registered. The date scheduled for implementation of the merger is 31 July 2004. As a result of the invalidation, the share capital of SanomaWSOY Corporation will 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 number of Series A shares remains at 23,220,492. The above-mentioned share capital amounts and share numbers correspond to the situation on 30 March 2004.
The AGM authorised the Board to decide, within one year from the AGM, on an increase of share capital by one or more rights issues, issuance of one or more convertible bonds loans and/or option rights. The new shares subscribed under the rights issue and/or converted against the convertible bonds, and/or the new shares subscribed under the option rights, shall be of Series B, and their aggregate number may not exceed 30,622,430 shares. The total increase of share capital may not exceed EUR 13,167,644.90.
The AGM also authorised the Board to decide, within one year from the AGM, to acquire Company's own Series A and B shares. The acquisition will be made by using distributable funds. The aggregate book counter-value of the shares 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. Shares can be acquired for example to develop the capital structure of the Company or for invalidation. The shares will 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.
PricewaterhouseCoopers Oy, corporation of authorised public accountants, with Johanna Perälä, APA, as the Lead Auditor, and Pekka Nikula, APA, continue as the Company's Auditors. Juha Tuomala, APA, will act as Mr. Nikula's deputy.