2007-09-20 17:50:00 CEST

2007-09-20 17:50:00 CEST


REGULATED INFORMATION

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Satama Interactive - Notice to convene extr.general meeting

INVITATION TO THE EXTRAORDINARY GENERAL MEETING OF SATAMA INTERACTIVE PLC


Shareholders of Satama Interactive Plc are invited to participate in the        
Extraordinary General Meeting (EGM) to be held at the Radisson SAS Royal Hotel, 
Runeberginkatu 2, 00100 Helsinki, on 5 November 2007 at 12.00.                  

On 28 August 2007, the Boards of Directors of Satama Interactive Plc (“Satama”) 
and Trainers' House (“TH”) have signed a merger plan between the companies, and 
the merger described in the plan will be presented for the approval of the      
General Meeting as follows:                                                     

THE MERGER: MAIN REASONS AND TERMS                                              
TH would merge into Satama through an absorption merger as set forth in chapter 
16, section 2, subsection 1, paragraph 1 of the Finnish Companies Act so that   
all assets and liabilities of TH would be transferred to Satama without         
liquidation.                                                                    

The Boards of Directors of Satama and TH are of the opinion that the business   
operations of the companies complement each other. The objective of the merger  
is to create a significant company that utilises the business strengths of      
Satama and TH and the business synergies brought by the merger and that can     
serve its clients even better and that also provides investors with an          
investment object that is bigger and more interesting than before, thus         
improving the liquidity and price development potential of the shares.          

The shareholders of TH will be given new shares in Satama as merger             
consideration so that 2.0223 (the “Exchange Rate”) new shares in Satama will be 
given against each share in TH. However, no merger consideration will be paid   
for the shares in TH owned by Satama.                                           

PAYMENT OF THE MERGER CONSIDERATION                                             
The Board of Directors of Satama proposes that the EGM, by accepting the merger 
plan, shall also resolve on a share issue for the payment of the merger         
consideration so that up to 33.340.567 new shares in Satama will be issued. The 
shares will be offered as merger consideration to other shareholders of TH than 
Satama. If the amount of shares in Satama to be issued as merger consideration  
on the basis of the Exchange Rate is not a whole number for some shareholders,  
the fractions exceeding it will be rounded down to the nearest whole number.    

The determination of the merger consideration is based on the mutual relation of
the values of Satama and TH. The value determination of the parties and their   
shares has been done by applying generally used valuation criteria. The value   
determination has primarily been based, as regards TH, on an analysis of future 
cash flows and, as regards Satama, on the market value of the company determined
on the Helsinki Stock Exchange. On the basis of the negotiations and            
investigations conducted, the Boards of Directors of the merging companies have 
concluded that the distribution of the proposed consideration is well-founded   
and correct.                                                                    

The share capital of Satama will not be increased in connection with the merger.
The increase in the equity of Satama will be recorded in its entirety in the    
invested free equity fund. The shares to be given as merger consideration will  
entitle the shareholder rights as of the date when the completion of the merger 
has been registered with the Finnish Trade Register.                            

ENTRY INTO FORCE                                                                
The merger will take effect upon registration of the completion of the merger.  
The planned registration date is 31 December 2007.                              

TERMS CONCERNING THE TERMINATION OR ANNULLMENT OF THE MERGER                    
If the merger has not taken effect by 1 April 2008, the Boards of Directors of  
both Satama and TH have the right to terminate the merger plan to expire        
immediately by serving a written notice of termination to the Board of Directors
of the other company.                                                           

In addition, the Boards of Directors of Satama and TH have the right, prior to  
the registration of the completion of the merger, to terminate the merger plan  
and the merger described in it in their entirety if:                            

(i) a permanent negative change in the current essential financial operational 
conditions of the other company participating in the merger takes place;  
      
(ii) matters emerge which have a material negative effect on the value of one 
participating company and which were not known to the other company when        
preparing the merger plan; 
                                                     
(iii) a competent court of law or administrative authority has made a decision 
that prevents the registration of the completion of the merger and that decision
has become final and legally valid, or prior to that if the decision materially 
harms the business operations of Satama and TH;  
                               
(iv) all official permits or preliminary rulings essential for Satama or TH or 
for all the shareholders of TH have not been received or they are not valid; or
 
(v) the combination agreement (the “Combination Agreement”) of 28 August 2007 
between Satama, TH and the shareholders of TH regarding the merger has expired  
in accordance with its terms and conditions.                                    

Pursuant to the terms and conditions of the Combination Agreement, the merger   
can be cancelled by the Board of Directors of Satama or TH within 48 hours of   
the closing of the EGM if the majority of the shareholders of Satama, other than
TH and Isildur Oy, represented at the EGM have voted against the approval of the
merger.                                                                         

AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY                        
According to the merger plan, the Articles of Association of Satama would be    
amended in conjunction with the completion of the merger. The main content of   
the proposed amendments is:                                                     

- the new trade name of the company would be Trainers' House Oyj, in Swedish    
Trainers' House Abp and in English Trainers' House Plc; and 
                    
- the main line of business of the company would be to carry out training of the
sales, marketing and leadership of companies and organisations, production,     
manufacturing, sales and transmittance of sales information systems and sales,  
marketing and leadership services as well as production, manufacturing, sales,  
distribution, maintenance and subcontracting of digital and written material    
relating to them and other business essentially relating to the production of   
digital services and training.                                                  

AMENDMENTS TO THE COMPOSITION OF THE BOARD OF DIRECTORS OF THE COMPANY          
According to the merger plan Mr. Kai Seikku would be appointed as a new member  
of the Board of Directors of Satama as of the registration of the completion of 
the merger.                                                                     

DOCUMENTS                                                                       
Copies of (1) the merger plan with enclosures, (2) financial statements, annual 
reports and auditor's reports of Satama and TH from the last three financial    
years, (3) financial statement, Board of Directors' report and auditor's report 
of Satama as of 30 June 2007, (4) the resolution on the distribution of funds by
TH after the latest financial year, (5) interim reports of Satama as of 31 March
2007 and 30 June 2007, (6) the report of the Board of Directors of Satama on    
circumstances subsequent to 30 June 2007 having a significant effect on the     
company's position, and (7) the statement regarding the merger plan by an       
authorised public accountant are available for inspection by the shareholders at
the company's head office at Henry Fordin katu 6, 00150 Helsinki, Finland as of 
5 October 2007. Copies of the documents will be sent to shareholders upon       
request.                                                                        

RIGHT TO PARTICIPATE                                                            
A shareholder wishing to participate in the EGM must be registered as a         
shareholder by 26 October 2007 at the shareholder register of the company,      
maintained by the Finnish Central Securities Depository Ltd.                    

REGISTRATION                                                                    
A shareholder wishing to participate in the EGM must give notice thereof to the 
company's head office at the latest on 2 November 2007 by 12.00 noon, either by 
writing to: Satama Interactive Plc, Legal Affairs, Henry Fordin katu 6, 00150   
Helsinki, by phone: +358 (0) 207 581 581 or by e-mail:                          
mia.luostarinen@satama.com. The letter must have been received before the       
registration period ends. Powers of attorney, if any, should be delivered in    
conjunction with the registration.                                              


Helsinki, 20 September 2007                                                     

SATAMA INTERACTIVE PLC                                                          
The Board of Directors                                                          


FURTHER INFORMATION                                                             
Jarmo Lönnfors, CEO, tel. +358 500 405 178                                      


DISTRIBUTION                                                                    
Helsinki Exchanges                                                              
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