2008-12-19 12:15:00 CET

2008-12-19 12:15:39 CET


REGULATED INFORMATION

English
SanomaWSOY - Company Announcement

Sanoma Issues Fourth Stock Option Scheme



Sanoma will issue a new stock option scheme. The Stock Option Scheme
2008 will comprise a maximum of 1,700,000 stock options, which will
entitle their holders to subscribe for a maximum total of 1,700,000
new shares or existing shares held by the Company. Stock options now
issued can be exchanged for shares constituting a maximum total of
1.0% of the Company's shares and votes of the shares, after the
potential share subscription, if new shares are issued in the share
subscription.

The Board of Directors of Sanoma Corporation has decided to
distribute 1,335,750 stock options to 287 senior managers of Sanoma
Corporation and its subsidiaries. The remaining 364,250 stock options
will be given to Lastannet Oy, a fully owned subsidiary of the
Company for possible use at a later stage.

The Company has a weighty financial reason for the issue of stock
options, since the stock options are intended to form part of the
incentive and commitment programme for the senior management. The
purpose of the stock options is to encourage the senior management to
work on a long-term basis to increase shareholder value and also to
commit the senior management to the Company.

The share subscription price for stock option 2008 shall be the trade
volume weighted average quotation of the share on the NASDAQ OMX
Helsinki Ltd. during 1 November-31 December 2008 with an addition of
twenty (20) per cent. Each year the dividend is deducted from the
subscription price. The share subscription period for stock options
2008 will be 1 November 2011-30 November 2014.

The Board of Directors decided on the Stock Option Scheme 2008 on the
basis of the authorisation of the Annual General Meeting of
Shareholders on 4 April 2007. The terms and conditions of the Stock
Option Scheme 2008 are included in their entirety as an attachment.

Sanoma Corporation


Kim Ignatius
Chief Financial Officer

Additional information: Sanoma's Group Communications, tel +358 105
19 5062 or communications@sanoma.com

www.sanoma.com

Sanoma  inspires,  informs  and   connects.  We  bring   information,
experiences, education and entertainment to millions of people  every
day. We make sure that  quality content and interesting products  and
services are easily available  and meet the  demands of our  readers,
viewers  and  listeners.   We  offer   challenging  and   interesting
employment for over 20,000 people in 20 countries throughout  Europe.
In 2007, the Group's net sales totalled EUR 2.9 billion.


Enclosure: Sanoma Corporation Stock Option Terms and Conditions 2008

Sanoma Corporation Stock Options 2008

The Board of Directors of Sanoma Corporation (the Board of Directors)
has on 19 December 2008 resolved, by authorisation of the Annual
General Meeting of Shareholders on 4 April 2007, that stock options
be issued to the senior management of Sanoma Corporation (the
Company) and its subsidiaries (jointly the Group) and to a fully
owned subsidiary of the Company, on the following terms and
conditions:


I STOCK OPTION TERMS AND CONDITIONS

1. Number of Stock Options

The maximum total number of stock options issued shall be 1,700,000,
and they entitle their owners to subscribe for a maximum total of
1,700,000 new shares in the Company or existing shares held by the
Company (the share).

2. Stock Options

The stock options shall be marked with the symbol 2008.

The people, to whom stock options are issued, shall be notified in
writing by the Board of Directors about the offer of stock options.
The stock options shall be delivered to the recipient when he/she has
accepted the offer of the Board of Directors.

3. Right to Stock Options

The stock options shall be issued gratuitously to the Group senior
management and to Lastannet Oy, a fully owned subsidiary of the
Company (the Subsidiary). The Company has a weighty financial reason
for the issue of stock options, since the stock options are intended
to form part of the Group's incentive and commitment programme for
the Group senior management.

4. Distribution of Stock Options

The Board of Directors shall, at its discretion, decide upon the
distribution of the stock options to the senior management employed
by or to be recruited by the Group. The Subsidiary shall be granted
stock options to such extent that the stock options are not
distributed to the Group senior management. The Board of Directors
shall decide upon the further distribution of the stock options
granted to the Subsidiary or returned later to the Subsidiary.

The stock options shall not be regarded as a part of a stock option
recipient's regular salary and the stock options shall be regarded as
discretionary and nonrecurring. The stock options shall have no
impact on potential compensation to be paid to a stock option
recipient, on the basis of his/her employment or service.

Stock option recipients shall be liable for all taxes and tax-related
consequences arising from receiving or exercising stock options.

5. Transfer and Forfeiture of Stock Options

The Company shall hold the stock options on behalf of the stock
option owner until the beginning of the share subscription period.
The stock options can freely be transferred and pledged, when the
relevant share subscription period has begun. The Board of Directors
may, however, permit the transfer of stock options also before such
date. Should the stock option owner transfer his/her stock options,
such person shall be obliged to inform the Company about the transfer
in writing, without delay.

Should a stock option owner cease to be employed by or in the service
of the Group, for any reason other than the death or the statutory
retirement of a stock option owner or the retirement of a stock
option owner in compliance with the employment contract, or the
retirement of a stock option owner otherwise determined by the
Company, such person shall, without delay, forfeit to the Company or
its assignee, free of charge, such stock options that the Board of
Directors has distributed to him/her at its discretion, for which the
share subscription period specified in Section II.2 has not begun, on
the last day of such person's employment or service. Should the
rights and obligations arising from the stock option owner's
employment or service be transferred to a new owner or holder, upon
the employer's transfer of business, the proceedings shall be
similar. As an exception to the above, the Board of Directors can, at
its discretion, decide, when appropriate, that the stock option owner
is entitled to keep such stock options, or a part of them.

Should the stock options having been transferred to the book-entry
securities system, the Company shall have the right to request and
get transferred all forfeited stock options from the stock option
owner's book-entry account to the book-entry account appointed by the
Company, without the consent of the stock option owner. In addition,
the Company shall be entitled to register transfer restrictions and
other respective restrictions concerning the stock options to the
stock option owner's book-entry account, without the consent of the
stock option owner.

A stock option owner shall during his employment, service or
thereafter have no right to receive compensation on any grounds for
stock options that have been forfeited in accordance with these terms
and conditions.


II SHARE SUBSCRIPTION TERMS AND CONDITIONS

1. Right to subscribe for Shares

Each stock option entitles its owner to subscribe for one (1) new
share in the Company or an existing share held by the Company. The
Company shall, prior to the beginning of the share subscription
period, announce whether the subscription right is directed at a new
share or an existing share. The share subscription price shall be
recorded in the invested non-restricted equity fund.

The Subsidiary shall not be entitled to subscribe for shares in the
Company on the basis of the stock options.

2. Share Subscription and Payment

The share subscription period for stock option 2008 shall be 1
November 2011-30 November 2014.

Should the last day of the share subscription period not be a banking
day, the share subscription can be made on a banking day following
the last share subscription day.

Share subscriptions shall take place at the head office of the
Company or possibly at another location and in the manner determined
later. Upon subscription, payment for the shares subscribed for,
shall be made to the bank account appointed by the Company. The Board
of Directors shall decide on all measures concerning the share
subscription.

3. Share Subscription Price

The share subscription price for stock option 2008 shall be the trade
volume weighted average quotation of the share on the NASDAQ OMX
Helsinki Ltd. during 1 November-31 December 2008 with an addition of
twenty (20) per cent.

The share subscription price of the stock options may be decreased in
certain cases mentioned in Section 7 below. The share subscription
price shall, nevertheless, always amount to at least EUR 0.01.

4. Registration of Shares

Shares subscribed for and fully paid shall be registered in the
book-entry account of the subscriber.

5. Shareholder Rights

The dividend rights of the new shares and other shareholder rights
shall commence when the shares have been entered into the Trade
Register.

Should existing shares, held by the Company, be conveyed to the
subscriber of shares, the subscriber shall be given the right to
dividend and other shareholder rights after the shares having been
registered on his/her book-entry account.

6. Share Issues, Stock Options and other special Rights entitling to
Shares before Share Subscription

Should the Company, before the share subscription, decide on an issue
of shares or an issue of new stock options or other special rights
entitling to shares, a stock option owner shall have the same right
as, or an equal right to, that of a shareholder. Equality is reached
in the manner determined by the Board of Directors by adjusting the
number of shares available for subscription, the share subscription
prices or both of these.

7. Rights in Certain Cases

Should the Company distribute dividends or similar funds from the
non-restricted equity fund, from the share subscription price of the
stock options, shall be deducted the amount of the dividend or the
amount of the distributable non-restricted equity decided after the
beginning of the period for determination of the share subscription
price but before share subscription, as per the dividend record date
or the record date of the repayment of equity.

Should the Company reduce its share capital by distributing share
capital to the shareholders, from the share subscription price of the
stock options, shall be deducted the amount of the distributable
share capital decided after the beginning of the period for
determination of the share subscription price but before share
subscription, as per the record date of the repayment of share
capital.

Should the Company be placed in liquidation before the share
subscription, the stock option owner shall be given an opportunity to
exercise his/her share subscription right, within a period of time
determined by the Board of Directors. Should the Company be deleted
from the register, before the share subscription, the stock option
owner shall have the same right as, or an equal right to, that of a
shareholder.

Should the Company resolve to merge with another company as a merging
company or merge with a company to be formed in a combination merger,
or should the Company resolve to be demerged entirely, the stock
option owners shall, prior to the merger or demerger, be given the
right to subscribe for shares with their stock options, within a
period of time determined by the Board of Directors. Alternatively,
the Board of Directors can give a stock option owner the right to
convert the stock options into stock options issued by the other
company, in the manner determined in the draft terms of merger or
demerger, or in the manner otherwise determined by the Board of
Directors, or the right to sell stock options prior to the merger or
demerger. After such period, no share subscription right shall exist.
The same proceeding shall apply to cross-border mergers or demergers,
or should the Company, after having registered itself as an European
Company, or otherwise, register a transfer of its domicile from
Finland into another member state. The Board of Directors shall
decide on the impact of potential partial demerger on the stock
options. In the above situations, the stock option owners shall have
no right to require that the Company redeem the stock options from
them at their market value.

Acquisition or transfer of the Company's own shares or acquisition of
stock options or other special rights entitling to shares shall have
no impact on the rights of the stock option owner. Should the
Company, however, resolve to acquisition or transfer its own shares
from all shareholders, the stock option owners shall be made an
equivalent offer.

Should a redemption right and obligation to all of the Company's
shares, as referred to in Chapter 18 Section 1 of the Finnish
Companies Act, arise to any of the shareholders, prior to the end of
the share subscription period, on the basis that a shareholder
possesses over 90% of the shares and the votes of the shares of the
Company, the stock option owners shall be given a possibility to use
their right of share subscription by virtue of the stock options,
within a period of time determined by the Board of Directors, or the
stock option owners shall have an equal obligation to that of
shareholders to transfer their stock options to the redeemer,
although the transfer right defined in Section I.5 above had not
begun.


III OTHER MATTERS

These terms and conditions shall be governed by the laws of Finland.
Disputes arising in relation to the stock options shall be settled by
arbitration in accordance with the Arbitration Rules of the Central
Chamber of Commerce by one single arbitrator.

The Board of Directors may decide on the transfer of the stock
options to the book-entry securities system at a later date and on
the resulting technical amendments to these terms and conditions, as
well as on other amendments and specifications to these terms and
conditions which are not considered essential. Other matters related
to the stock options shall be decided on by the Board of Directors.

Should the stock option owner act against these terms and conditions,
or against the instructions given by the Company on the basis of
these terms and conditions, or against applicable law, or against the
regulations of the authorities, the Company shall be entitled to
gratuitously withdraw the stock options which have not been
transferred, or with which shares have not been subscribed for, from
the stock option owner.

The Company can keep stock option owners on register including stock
option owners' personal data. The Company can send information on the
stock options to the stock option owners by email.

These terms and conditions have been made in Finnish and in English.
In the case of any discrepancy between the Finnish and English terms
and conditions, the Finnish terms and conditions shall decide.