Extraordinary General Meeting, August 21, 2001
Decisions of EGM
The Meeting elected Robert Castrén to the SanomaWSOY Board to replace L.J. Jouhki, who has resigned, for the remainder of the term of office that will end at the 2002 Annual General Meeting of Shareholders.
The Meeting authorised SanomaWSOY's Board, for a period of one year from the EGM, to decide to increase the Comapny's share capital through one or more stock issues, one or more convertible loan issues, and/or the issue of stock options, on condition that the new shares to be offered for subscription as part of any stock issue or against convertible loans or stock options shall be Series B shares and that the combined number of such shares shall be a maximum of 29,104,319 shares, and that the Company's share capital shall be increased, as a result, by a maximum of EUR 12,514,857.17.
Annual General Meeting, March 29, 2001
Aatos Erkko stands downs as Chairman of SanomaWSOY's Board of Directors
The Chairman of SanomaWSOY's Board of Directors, Aatos Erkko, has requested the Company's Annual General Meeting of Shareholders currently under way in Helsinki that he be granted leave to stand down as Chairman as of today. He will continue as a member of the Board. The AGM agreed to Aatos Erkko's request and thanked him for his service to SanomaWSOY and Sanoma over the past 48 years.
The AGM elected SanomaWSOY's President & CEO, Jaakko Rauramo, as Chairman and CEO.
Following the conclusion of the AGM, which is still in session, the Board will be presented with a proposal at its meeting to be held immediately after that Hannu Syrjänen, President & CEO of Rautakirja Oyj, should be appointed President & COO of SanomaWSOY.
SanomaWSOY's AGM: Jaakko Rauramo appointed Chairman and CEO
SanomaWSOY's Annual General Meeting (AGM) has elected the Company's President & CEO, Jaakko Rauramo, as SanomaWSOY's new Chairman and CEO as of March 29, 2001. The previous Chairman of the Board, Aatos Erkko, asked to stand down at the AGM after 48 years of service with SanomaWSOY and Sanoma Corporation. Erkko will continue as a member of the Board.
Hannu Syrjänen appointed to the Board
Under the Company's Articles of Association, the terms of office of Board members begin at the conclusion of the AGM and end after the following third AGM. During 2000, the Board comprised the following members: Aatos Erkko (Chairman), Esko Koivusalo (Vice Chairman), Jane Erkko, Marjukka af Heurlin, Paavo Hohti, L.J. Jouhki, Kyösti Järvinen, Robin Langenskiöld, Jaakko Rauramo, Rafaela Seppälä, and, until July 18, 2000, Antero Siljola. Their term of office will end at the conclusion of the AGM in 2002.
Hannu Syrjänen has now been appointed to the Board to replace Antero Siljola, who resigned last year, and will serve until the end of the Board's current term of office.
SVH PriceWaterhouseCoopers Oy have been elected as the Company's Auditors, with Authorised Public Accountant Johanna Perälä as Lead Auditor, assisted by Authorised Public Accountant Pekka Nikula. Authorised Public Accountant Juha Tuomala will act as Deputy Auditor.
The AGM decided that the following monthly compensation shall be paid to Board members: EUR 5,000 to the Chairman, EUR 4,000 to the Vice Chairman, and EUR 3,000 to members. A sum of EUR 170 shall be paid per meeting to those attending. Auditors' fees shall be paid as invoiced.
A dividend of 0.47 euro per share
The AGM considered the consolidated financial statements and those of the Parent Company and discharged the Board and the President & CEO from liability for the 2000 financial year. In accordance with the Board's proposal, a dividend of EUR 0.47 (FIM 2.79) shall be paid per share. The record date will be April 3, 2001, and the dividend payment date, April 10, 2001.
The AGM also approved various technical amendments to the Articles of Association as detailed in the Notice to the Meeting.
SanomaWSOY's Board of Directors is now in session to decide the successor to Jaakko Rauramo, who has been appointed Chairman and CEO. Hannu Syrjänen, President & CEO of Rautakirja Oyj, will be proposed as his successor.
Hannu Syrjänen appointed President & COO; Jaakko Rauramo, Chairman & CEO
SanomaWSOY's Board of Directors has appointed Hannu Syrjänen as SanomaWSOY's President & COO as of March 29, 2001. SanomaWSOY's Annual General Meeting held today appointed SanomaWSOY's President & CEO, Jaakko Rauramo, as Chairman and CEO as of the same date. The previous Chairman, Aatos Erkko, will continue as a member of the Board.
As full-time Chairman & CEO, Jaakko Rauramo will focus on SanomaWSOY's key strategic growth and international expansion projects, and on the Group's main international contacts.
As President & COO, Hannu Syrjänen will be responsible for the operational management of the Group. He will also serve as the Chairman of the Boards of Directors of SanomaWSOY's sub-groups. Syrjänen has been appointed a member of SanomaWSOY's Board of Directors as of March 29, 2001.
Jaakko Rauramo: A key role in the creation of SanomaWSOY
Jaakko Rauramo (born November 27, 1941) has had a long and varied career with Sanoma Corporation and more recently with SanomaWSOY. He joined Sanomaprint as an engineer in 1966 after graduating from the Helsinki University of Technology. After serving as Production Manager and General Manager at Sanomaprint, Rauramo was appointed General Manager of the Newspaper Division and Sanoma's Executive Vice President. He was appointed President of Sanoma Corporation in 1984.
Jaakko Rauramo was appointed SanomaWSOY's first President & CEO when the Group was founded in 1999, since when he has also served as the Chairman of the Boards of Directors of SanomaWSOY's sub-groups. He is also a member of the Boards of Directors of Metso Corporation and Svenska Dagbladets AB, and a trustee of the Reuters Founders Share Company Limited.
Jaakko Rauramo is known as a strong and goal-oriented executive, and as a visionary and a manager capable of turning visions into reality. With over 30 years in the media business behind him, Rauramo has a particularly broad network of international contacts.
Hannu Syrjänen: The force behind today's Rautakirja
Hannu Syrjänen (born October 2, 1951) joined Rautakirja in 1989, a year after the company was listed on the Helsinki Exchanges, and served as Executive Vice President & Deputy CEO between 1996 and 1998, before being appointed President & CEO in 1998. During his time with the company, Rautakirja has become a successful, modern, international company with activities in a range of related fields.
Hannu Syrjänen has extensive managerial and leadership experience in a number of media fields, including publishing, printing, bookshops, press distribution, and cinema and entertainment. His career reflects his strengths, both as a creative developer and an implementer of strategy. Prior to joining Rautakirja, Syrjänen served with Kesko, Finnish Lawyers' Publishing, Wihuri, and the TS Group.
Hannu Syrjänen has been a member of SanomaWSOY's Management Group since the Group's founding in 1999. He is also a member of the Board of Directors of Helsinki Media, and the chairman of the Boards of a number of Rautakirja subsidiaries.
Aatos Erkko: An internationally recognised media industry figure
Aatos Erkko (born September 16, 1939) began his career with Sanoma Corporation in 1953 as the Editor-in-Chief of Viikkosanomat. He served as the CEO of Sanoma Corporation between 1965 and 1976, a critical period in the company's history when much of the base for its subsequent success was created through investments in areas such as new products, IT, marketing, and training. Erkko served as the Chairman of the Board of Directors of Sanoma Corporation between 1972 and 1999.
During Erkko's time with Sanoma Corporation, the company's net sales have grown from FIM 3.5 million to FIM 2,742 million, Helsingin Sanomat has become the largest daily paper in the Nordic region, and the circulation of Finland's second-largest paper, Ilta-Sanomat, has more than tripled. The spin-off of magazine activities as a separate business, Helsinki Media, in 1994 created a new foundation for Sanoma's magazine activities and the basis for the start-up of Finland's fourth national TV channel.
The breadth and extent of Aatos Erkko's vision was most recently and most particularly reflected in the merger of Werner Söderström Corporation, Sanoma Corporation, Helsinki Media, and Devarda Oy into SanomaWSOY. The Nordic region's largest listed media company, SanomaWSOY is committed to international expansion and becoming a significant player on the wider European scene.
Aatos Erkko owns 29.44% of SanomaWSOY's shares and 28.29% of the associated voting rights.