SanomaWSOY Corporation's Annual General Meeting decided today, in
accordance with the proposals of the Board of Directors, to amend
the Articles of Association and to authorise the Board to decide
on the purchase of Company's own shares and on the issue of new
shares. The dividend was set at EUR 0.95 per share. Sirkka
Hämäläinen-Lindfors, Seppo Kievari, and Hannu Syrjänen were re-
elected as members of the Board. Jaakko Rauramo continues as
Chairman of the Board and Sari Baldauf as Vice Chairman.
The AGM confirmed the financial statements and consolidated
financial statements for 2006 and granted discharge from liability
to the members of the Board of Directors as well as to President
and CEO for the financial year 2006.
Dividend
The AGM decided to distribute a dividend of EUR 0.95 per share to
the shareholders. The record date for dividend payment is April
11, 2007 and the dividend will be paid on April 18, 2007.
Amendments to the Articles of Association
SanomaWSOY's Articles of Association were amended as proposed by
the Board. Article 2 (the field of activities of the Company),
Article 4 (the amount of share capital), Article 10 (legal
representation of the Company), Article 14 (publishing a notice of
the AGM), and Article 16 (matters pertaining the AGM) were amended
and the new Articles of Association can be read on the Group's
website at www.sanomawsoy.fi.
Authorisation to decide on the purchase of Company's shares
The AGM authorised the Board of Directors of SanomaWSOY to decide
on the purchase of Company's own shares until the AGM of 2008.
A maximum of 8,200,000 shares can be purchased. These Company's
own shares will not be purchased in relation to the shareholdings
of the existing shareholders. They will be purchased with the
Company's unrestricted equity at the market price of the
purchasing moment. However, the minimum purchasing price of a
share is the lowest market price in the public trading and the
maximum purchasing price is the highest price noted on the public
trade during the authorisation period.
Authorisation to decide on the issue of shares
The AGM authorised the Board to decide, until the AGM of 2010, on
the issue of new shares, the disposal of treasury shares, and the
granting of special rights entitling to shares. The authorisation
does not exclude the right of the Board of Directors to decide on
a directed share issue.
With this authorisation, and as a result of the use of special
rights, the Board is authorised to decide on an issuance of a
maximum of 82,000,000 new shares and disposal of a maximum of
5,000,000 treasury shares. In a directed share issue, a maximum of
41,000,000 shares can be issued or disposed.
With this authorisation, the Board is authorised to issue a
maximum of 5,000,000 stock options as part of an incentive
programme of the Company.
Members of the Board and their remuneration
The number of SanomaWSOY's Board members was set at ten. The Board
of Directors of SanomaWSOY consists of: Jaakko Rauramo, Chairman
of the Board, Sari Baldauf, Vice Chairman of the Board, and Robert
Castrén, Jane Erkko, Paavo Hohti, Sirkka Hämäläinen-Lindfors,
Seppo Kievari, Robin Langenskiöld, Hannu Syrjänen, and Sakari
Tamminen as members.
According to the Articles of Association, the term of office of
Board members is three years. The Board members' terms of office
have been arranged so that about one third of the members are
elected annually. The term of Robert Castrén, Jane Erkko, Paavo
Hohti, and Robin Langenskiöld is three years until the AGM in
2008, the term of Jaakko Rauramo, Sari Baldauf, and Sakari
Tamminen three years until the AGM in 2009 and the term of Sirkka
Hämäläinen-Lindfors, Seppo Kievari, and Hannu Syrjänen three years
until the AGM in 2010.
As before, the AGM decided to pay the following monthly
compensations to members of the Board: EUR 6,000 to the Chairman,
EUR 5,500 to the Vice Chairman, and EUR 4,500 to members. A sum of
EUR 1,000 per meeting will be paid to committee members.
Company auditors
The AGM re-elected Pekka Pajamo, Authorised Public Accountant, and
Sixten Nyman, Authorised Public Accountant, as his deputy and KPMG
Oy Ab with Kai Salli, Authorised Public Accountant, as auditor in
charge as the auditors of the Company. The AGM decided to pay the
auditors according to the invoice.
SANOMAWSOY CORPORATION
Matti Salmi
Senior Vice President
Finance and Administration
Additional information: SanomaWSOY's Group Communications, tel.
+385 105 19 5062 or ir@sanomawsoy.fi
SanomaWSOY is the leading media group in the Nordic region
operating in versatile fields of media in over 20 European
countries. The Group has five divisions: Sanoma Magazines, Sanoma,
SanomaWSOY Education and Books, SWelcom, and Rautakirja. In 2006,
the Group employed over 18,000 people and its net sales were some
EUR 2.7 billion.
