The Shareholders of SanomaWSOY Corporation are invited to attend the Annual General Meeting (AGM) on Monday April 3, 2006 starting at 2:00 p.m. (Finnish time) in the Congress Wing of the Helsinki Fair Centre (Messuaukio 1, Helsinki, Finland). Registration of the Shareholders who have given a prior notice to attend will start 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 Association
2. Board's proposal for the combination of the Company's share series to form a single share series, related share issue, as well as changes in the Articles of Association
The Board proposes that the Company's two share series be combined into a single one, the related issue of shares be directed to the holders of Series A shares, and certain alterations be made to the Articles of Association. These proposals form an integrated whole requiring approval of all of its elements.
2.1 Combination of share series
The Board proposes that all of the Company's Series A and B shares be combined to form a single series of shares. Should said combination and related directed issue to the holders of Series A shares be implemented, the Company has only one series of publicly traded shares entitling their holders to equal rights.
Combining these two share series would be implemented by removing provisions related to differences between the share series from the Articles of Association in such a way that each Series A share be converted into a share whose rights correspond to the current Series B share.
2.2 Directed issue of shares
The Board proposes that the Company's share capital be increased by directing the issue of shares to the holders of Series A shares in order to compensate the decrease in the voting rights conferred by Series A shares due to the combination of the share series.
Accordingly, a maximum of 2,312,731 new shares corresponding to the current Series B shares will be issued, the new shares' book counter-value amounting to EUR 0.43 per share. As a result of this share issue, the Company's share capital will increase by a maximum of EUR 994,474.33.
Deviating from the pre-emptive rights of Shareholders under Chapter 4, Article 2 of the Finnish Companies Act, all new shares will be offered for subscription to the holders of Series A shares, who are registered in the Company's Shareholder Register on the record date of the share issue, April 6, 2006. The subscription right entitles its holder to subscribe for one (1) new share for each ten (10) Series A shares he/she holds.
The per-share subscription price of the new shares is EUR 0.43.
The subscription right is freely transferable. The subscription rights will be applied for public trading on the Main List of Helsinki Stock Exchange. The estimated trading period is April 11-May 3, 2006.
In the event that not all of said share subscription rights granted to the holders of Series A shares be exercised in the share issue, any new unsubscribed shares will be offered for subscription to Nordea Bank Finland Plc in a manner specified by the Board of Directors, provided that Nordea Bank Finland Plc will sell the shares, which it has subscribed, in public trading on behalf of the subscription right holders who had not exercised their rights.
The share subscription period is between April 11 and May 10, 2006. The Company's Board has the right to extend the subscription period by a maximum of two weeks. Nordea's asset management branches will serve as venues for subscription. The share subscription may be cancelled within the subscription period, as provided in the terms and conditions of the share issue.
The subscription price shall be paid in full upon subscription in accordance with the instructions provided by each venue or the account operator and asset manager in question.
New shares will entitle their holders to a dividend and other Shareholder rights from the date of registration of the share capital increase into the Trade Register.
The grounds stated by the Board for deviating from the pre-emptive rights of Shareholders in the directed issue to the holders of Series A shares in connection with the combination of the two series of shares include a more transparent ownership structure, improved liquidity, favourable effects on the Company's financing opportunities, and, as a result of the decrease in the voting power conferred by Series A shares, a stronger position of the current Series B shares in the Company's decision-making.
The dilution effect of the directed issue to the holders of Series A shares on the holders of Series B shares is around 1.5%. Prior to the combination of the share series, Series A shares and Series B shares account for 77.6% and 22.4% of all votes, respectively. Following the proposed combination of the share series and the directed issue to the holders of Series A shares the current Series B shares will account for around 84% of the Company's shares and votes. The Board holds the view that the aspects stated above form a cogent financial reason for deviating from the pre-emptive rights of shareholders.
2.3 Alterations of Articles of Association
The Board proposes that the Articles of Association be altered as follows:
Article 4 of the Articles of Association will be amended to read as follows:
"The Company's minimum share capital shall be EUR 50,000,000 and maximum EUR 300,000,000, within which boundaries share capital can be increased or reduced without amending the Articles of Association. The minimum number of Company shares is 100,202,620 and the maximum 840,000,000."
Article 5, Article 7, and the last sentence of Article 20 of the current Articles of Association will be annulled. As a result, the numbering of the articles of the Articles of Association will also be altered. With respect to the current Articles of Association, Article 5 applies to the differences between the two share series' voting power and the voting restriction at the Shareholders' meeting, Article 7 applies to the conversion of Series A shares into Series B shares as required by a Shareholder, and the last sentence of Article 20 applies to the qualified majority of 3/4 required for the votes on certain decisions at the Shareholders' meeting.
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 AGM, on:
- An increase of share capital by one or more rights issues,
- Issuance of one or more convertible capital notes and/or option rights.
The aggregate number of the new shares may not exceed 31,397,736 shares. The total increase of share capital may not exceed EUR 13,501,026.48.
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 authorisation expressly excludes the personnel incentives. 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.
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 of Monday March 27, 2006. The documents 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 and right to vote at the AGM
1. On Friday, March 24, 2006, are registered as Shareholders in the Shareholder Register maintained by Finnish Central Securities Depository Ltd, and
2. Have given a prior notice to attend by Monday March 27, 2006 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 AGM. Such Shareholders shall provide that they were registered in the Shareholder Registers of Sanoma Corporation, Helsinki Media Company Oy or Oy Devarda Ab before May 1, 1999, or in the Shareholder Register of Werner Söderström Corporation before December 23, 1992, or in the Shareholder Register of Rautakirja Oy before May 14, 1994. Shareholders shall present their share certificates or other documentation at the AGM to show that the title to their shares has not been transferred to a book-entry account.
Shareholders who have registered to the AGM by 4:15 p.m. on March 27, 2006 are entitled to vote in the meeting.
Shareholders wishing to attend the AGM are kindly requested to notify their attendance either:
1. By telephone +358 10 519 5021 Mon-Fri from 9:00 a.m. to 4:15 p.m.;
2. By fax +358 10 519 5058;
3. By email: email@example.com; or
4. Via internet at www.sanomawsoy.fi.
At the same time the Shareholders are requested to give the name of an assistant, authorised representative or statutory representative, if any. The Company shall receive notices 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, FI-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 March 24, 2006 for participation in the AGM. The account operators and asset managers will upon request enter the nominee-registered Shareholders in the Shareholder Register prepared for the AGM.
Members of the Board
Shareholders who represent more than 10% of all shares and votes of SanomaWSOY have announced to propose for the AGM that the number of the members of the Board will continue to be set at ten (10). The shareholders also propose, that Mr Jaakko Rauramo, Ms Sari Baldauf, and Mr Sakari Tamminen will be re-elected to the Board for the term ending in the AGM 2009. In addition, they propose that Jaakko Rauramo will continue as the Chairman of the Board and Sari Baldauf as the Vice Chairman. All the proposed persons have given their consent to being re-elected.
Auditors and deputy auditor
The auditors are elected by the AGM for a term laid down in the Articles of Association. Based on the recommendation of Audit Committee of the Board of Directors, the Board of Directors proposes Mr Pekka Pajamo, Authorised Public Accountant, and Mr Sixten Nyman, Authorised Public Accountant, as his deputy and KPMG Oy Ab with Mr Kai Salli, Authorised Public Accountant, as auditor in charge as the auditors of the Company.
Payment of dividends
The Board proposes to the AGM a distribution of dividend of EUR 0.90 per share for 2005. Shareholders registered in the Shareholder Register maintained by Finnish Central Securities Depository Ltd at the record date for distribution of dividends, i.e. Thursday, April 6, 2006, are entitled to receive dividends. The Board proposes that the dividends will be paid on Wednesday, April 19, 2006.
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.
Helsinki, March 9, 2006
Board of Directors
Finnish Central Securities Depository Ltd has exempted SanomaWSOY Corporation to pay dividend later than the regular date for payment of dividends. SanomaWSOY will pay the dividend for 2005 on April 19, 2006.
This document is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the shares has not registered, and does not intend to register, any portion of the offering in the United States and does not intend to conduct a public offering of shares in the United States.
This document shall not be distributed in the United States or in any other jurisdiction where its distribution or publication would be against applicable securities markets regulation. Offer will not be made directly or indirectly in any jurisdiction where prohibited by applicable law or where publication of a prospectus, registration or any other action would be required in addition to those actions required by Finnish law.
Additional information: SanomaWSOY Group Communications, tel. +358 105 19 5062 or firstname.lastname@example.org
Senior Vice President
Finance and Administration
Helsinki Stock Exchange