Sanoma Corporation (incorporated with limited liability in Finland) €400,000,000 5.00 per cent. Notes due 20 March 2017 Issue price: 99.413 per cent.

The €400,000,000 5.00 per cent. Notes due 20 March 2017 (the Notes) are issued by Sanoma Corporation (the Issuer).

Interest on the Notes is payable annually in arrear on 20 March of each year. Payments on the Notes will be made without deduction for, or on account of, taxes of Finland to the extent described under “Conditions of the Notes–Taxation” below. The Notes mature on 20 March 2017 but the Issuer may, at its option, redeem all, but not some only, of the Notes at any time at par plus accrued interest, in the event of certain tax changes, as described under “Conditions of the Notes– Redemption and Purchase” below. Upon the occurrence of certain change of control events relating to the Issuer, each Noteholder shall have the option to require the Issuer to redeem the Notes of such holder at their principal amount, together with interest accrued to the date of redemption, as described under “Conditions of the Notes–Redemption and Purchase” below.

Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (the Luxembourg Act) to approve this document as a prospectus and to the Luxembourg Stock Exchange for the listing of the Notes on the Official List of the Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange’s regulated market. The CSSF assumes no responsibility as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer in accordance with Article 7(7) of the Luxembourg Act.

The Notes will be offered and sold in offshore transactions outside the United States in reliance on Regulation S (Regulation S) under the U.S. Securities Act of 1933, as amended (the Securities Act).

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAW, AND THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (AS SUCH TERMS ARE DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. For a further description of certain restrictions on the offering and sale of the Notes and on distribution of this document, see “Subscription and Sale” below.

The Notes will initially be represented by a temporary global note (the Temporary Global Note), without interest coupons, which will be deposited on or about 20 March 2012 (the Closing Date) with a common depositary for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the Permanent Global Note and, together with the Temporary Global Note, the Global Notes), without interest coupons, on or after 1 May 2012 (the Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited circumstances. See “Summary of Provisions Relating to the Notes while represented by the Global Notes” below.

An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described under the heading “Risk Factors” below.

Joint Lead Managers BNP PARIBAS ING Commercial Banking Nordea Co-Lead Manager Pohjola Markets

The date of this Prospectus is 15 March 2012. This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (the Prospectus Directive) as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) and for the purposes of the Luxembourg Act.

The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Issuer, having made all reasonable enquiries, confirms that this Prospectus contains all material information with respect to the Issuer and the Notes (including all information which, according to the particular nature of the Issuer and of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the Notes), that the information contained or incorporated in this Prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Prospectus are honestly held and that there are no other facts the omission of which would make this Prospectus or any of such information or the expression of any such opinions or intentions misleading. The Issuer accepts responsibility accordingly.

This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference” below). This Prospectus should be read and construed on the basis that such documents are incorporated in, and form part of, the Prospectus.

The Managers (as defined under “Subscription and Sale” below) have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Managers as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer in connection with the offering of the Notes. No Manager accepts any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in connection with the offering of the Notes or their distribution.

No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Managers.

Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or any of the Managers that any recipient of this Prospectus or any other information supplied in connection with the offering of the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the Managers to any person to subscribe for or to purchase any Notes.

Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Managers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Notes or to advise any investor in the Notes of any information coming to their attention.

2 This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer and the Managers do not represent that this Prospectus may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer which is intended to permit a public offering of the Notes or the distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States and the United Kingdom, see “Subscription and Sale” below.

This Prospectus has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of the offering contemplated in this Prospectus, may only do so in circumstances in which no obligation arises for the Issuer or any of the Managers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the Managers have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or the Managers to publish or supplement a prospectus for such offer.

IN CONNECTION WITH THE ISSUE OF THE NOTES, ING BANK N.V. AS STABILISING MANAGER (THE STABILISING MANAGER) (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION OR OVER- ALLOTMENT MUST BE CONDUCTED BY THE STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

All references in this document to euro and € refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.

All references in this document to the Group refer to the Issuer and its consolidated subsidiaries.

3 MARKET AND INDUSTRY INFORMATION

This Prospectus contains information about the Group’s markets and the Group’s competitive position therein. Where such information contained in this Prospectus has been derived from third party sources, the name of the source is given herein.

While the Group has accurately reproduced such third-party information, neither the Group nor the Managers have verified the accuracy of such information, market data or other information on which third parties have based their studies. As far as the Group is aware and is able to ascertain from information published by these third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. Moreover, market studies are frequently based on information and assumptions that may not be exact or appropriate, and their methodology is by nature forward-looking and speculative.

This Prospectus also contains estimates regarding the market position of the Group that cannot be gathered from publications by market research institutions or any other independent sources. Such information is prepared by the Group based on third-party sources and the Group’s own internal estimates. In many cases, there is no publicly available information on such market data, for example from industry associations, public authorities or other organizations and institutions. The Group believes that its estimates of market data and information derived therefrom are helpful in order to give investors a better understanding of the industry in which it operates as well as its position within this industry. Although the Group believes that its internal market observations are fair estimates, they are not reviewed or verified by any external experts and the Group cannot guarantee that a third-party expert using different methods would obtain or generate the same results

4 ______

CONTENTS

Page

Overview ...... 6 Risk Factors ...... 9 Documents Incorporated by Reference ...... 17 Conditions of the Notes ...... 18 Summary of Provisions Relating to the Notes while represented by the Global Notes...... 29 Use of Proceeds...... 32 Description of the Group ...... 33 Board of Directors and Management and Auditors...... 49 Taxation...... 56 Subscription and Sale ...... 59 General Information ...... 60

______

5 OVERVIEW

This Overview must be read as an introduction to this Prospectus and any decision to invest in the Notes should be based on a consideration of this Prospectus as a whole, including the documents incorporated by reference.

Words and expressions defined in “Conditions of the Notes” below shall have the same meanings in this Overview.

Issuer: Sanoma Corporation

The Group is one of the largest media groups in the segments and geographic markets in which it operates in terms of net sales. Its diversified business portfolio consists of products and services for consumers and corporate customers in more than twenty countries, with a focus on producing content for multiple media platforms. For the year ended 31 December 2011, the Group’s net sales were €2,746.2 million and, as at 31 December 2011, the Group had 13,646 full time equivalent employees.

In Europe, the Group is among the leading consumer magazine publishers and providers of learning materials and solutions, both in terms of net sales. In Finland, the Group is present in all areas of media. In addition to its magazine publishing and learning businesses, the Group is the largest newspaper publisher in Finland in terms of circulation (Source: Finnish Audit Bureau of Circulations, 2011); operates popular websites in Finland, including three of the top ten Finnish websites in terms of visitors (Source: TNS Gallup Oy, week ended 5 February 2012); and owns the second-largest commercial television channel in the country in terms of channel share and weekly reach (Source: Finnpanel Oy, month ended 31 January 2012). The Group’s retail operations include kiosks and trade.

See “Description of the Group” below.

Risk Factors: There are certain factors that may affect the Issuer’s ability to fulfil its obligations under the Notes. These are set out under “Risk Factors” below. In addition, there are certain factors which are material for the purpose of assessing the market risks associated with the Notes. These are set out under “Risk Factors” below and include the fact that the Notes may not be a suitable investment for all investors and certain market risks.

Description of the Notes: €400,000,000 5.00 per cent. Notes due 20 March 2017 (the Notes), to be issued by the Issuer on 20 March 2012 (the Issue Date).

Joint Lead Managers: BNP Paribas, ING Bank N.V. and Nordea Bank Danmark A/S

Co-Lead Manager: Pohjola Bank plc

Fiscal Agent: Citibank, N.A., London Branch

6 Interest: 5.00 per cent. per annum payable annually in arrear.

Optional Redemption by Issuer for Tax The Issuer may, at its option, redeem all, but not some only, of Reasons: the Notes at any time at par plus accrued interest, in the event of certain tax changes, as described under “Conditions of the Notes– Redemption and Purchase” below.

Noteholders’ Put Option upon Change of If any Person or group of Persons acting in concert gains control Control: of the Issuer, each Noteholder shall have the option to require the Issuer to redeem the Notes of such holder at their principal amount, together with interest accrued to the date of redemption, as described under “Conditions of the Notes–Redemption and Purchase” below.

Events of Default: Events of Default under the Notes include non-payment of principal for seven days, non-payment of interest for 14 days, breach of other obligations under the Notes (which breach is not remedied within 30 days), cross-acceleration relating to indebtedness for borrowed money of the Issuer or any Principal Subsidiary (as defined in Condition 9.2) subject to an aggregate threshold of €30,000,000 and certain events related to insolvency or winding up of the Issuer or any Principal Subsidiary.

Negative Pledge: The terms of the Notes contain a negative pledge provision as described in Condition 3.

Status of the Notes: The Notes will constitute direct, unconditional and (subject to the provisions of Condition 3) unsecured obligations of the Issuer and (subject as provided above) rank and will rank pari passu, without any preference among themselves, with all other outstanding unsecured and unsubordinated obligations of the Issuer, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights.

Meetings of Noteholders: The Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

Withholding Tax and Additional Amounts: The Issuer will pay such additional amounts as may be necessary in order that the net payment received by each Noteholder in respect of the Notes, after withholding for any taxes imposed by tax authorities in Finland upon payments made by or on behalf of the Issuer in respect of the Notes, will equal the amount which would have been received in the absence of any such withholding taxes, subject to customary exceptions, as described in Condition 7.

7 Listing and Admission to Trading: Application has been made to the CSSF to approve this document as a prospectus and to the Luxembourg Stock Exchange for the listing of the Notes on the Official List of the Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange’s regulated market.

Governing Law: The Notes, and any non-contractual obligations arising out of or in connection with the Notes, will be governed by, and construed in accordance with, English law.

Form: The Notes will be issued in bearer form in denominations of €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000.

Selling Restrictions: The Notes have not been and will not be registered under the Securities Act, or any state securities law, and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person (as such terms are defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes may be sold in other jurisdictions (including the United Kingdom) only in compliance with applicable laws and regulations. See “Subscription and Sale” below.

Use of Proceeds: The net proceeds of the issue of the Notes will be applied by the Issuer to prepay the Bridge to Bond Facility (as defined under “Description of the Group—Material Agreements—SBS Acquisition” below), as required by the Bridge to Bond Facility, with the remaining proceeds used to make a prepayment on the Issuer Term Facility (as defined under “Description of the Group—Material Agreements—SBS Acquisition” below), as required by the Issuer Term Facility. See “Description of the Group—Material Agreements—SBS Acquisition—Financing Agreements—Borrowing by the Issuer—Bridge to Bond Facility” and “Description of the Group—Material Agreements—SBS Acquisition—Financing Agreements—Borrowing by the Issuer— Issuer Term Facility” below.

8 RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.

In addition, factors which are material for the purpose of assessing the market risks associated with the Notes are described below.

The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with the Notes for other reasons which may not be considered significant risks by the Issuer based on information currently available to it or which it may not currently be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their own views prior to making any investment decision.

Factors that may affect the Issuer’s ability to fulfil its obligations under the Notes

The Group’s sales are sensitive to changes in general economic environment

A significant portion of the Group’s sales is derived from advertising sales in magazines, newspapers, television, radio and online media as well as circulation sales of printed media. Both of these sources of income are sensitive to changes in the general economic environment, with advertising sales being historically somewhat more sensitive to economic downturns than circulation sales, in particular subscription sales. Economic downturns characterised by declines in overall economic activity and consumer spending typically result in decreased demand for advertising. For example, according to TNS Gallup, the Finnish advertising market, measured by advertising sales, decreased by approximately 16 per cent. during the economic downturn in 2009. In the Netherlands, the decrease in 2009 was approximately 13 per cent. according to ZenithOptimedia’s Advertising Expenditure Forecasts – July 2011, Netherlands report. In addition, consumers may seek to cut spending during downturns by cancelling subscriptions or reducing expenditure on single copies. Similarly, sales of Trade (including kiosk operations and press distribution) are typically adversely affected by reduced economic activity and consumer spending. These conditions are beyond the Group’s control and slower than expected recovery of the economy or significant further deterioration in the economy could have a material adverse effect on the Group’s business, financial condition or results of operations.

The media markets in which the Group operates are highly competitive

The media markets in which the Group operates are highly competitive and include many regional, national and international companies in each of the Group’s geographic markets. Competition is affected by the level of consolidation within the Group’s markets as well as by the development of alternative distribution channels for the products and services offered by the Group. Competition may arise from large international media companies entering new geographic markets or expanding distribution of their products and services to new distribution channels, which may have a significant impact on competition as these companies enjoy high brand awareness and often have greater financial and other resources to penetrate new markets and gain market share. In addition, new participants in the market may be able to take advantage of alternative forms of media and new technologies faster than the Group.

The Group’s ability to compete effectively will require continuous efforts by the Group in, among other things, sales and marketing, cost rationalisation and investment in technology to respond to changes in the markets. Although the Group currently holds strong positions in some of its key markets, there can be no assurance that it will be able to maintain these positions or that these positions will enable the Group to compete effectively in the future.

The Group’s merger, acquisition and divestment activity exposes it to various risks

In recent years, the Group has focused its growth in media and learning businesses, with an increasing emphasis on its online business. As part of its growth strategy, the Group has acquired a number of businesses, including the Dutch 9 and Belgian businesses of SBS and Tammi Learning and Bonnier Utbildning AB as discussed under “Description of the Group—Recent Developments” below. The Group may seek further merger or acquisition opportunities in order to remain competitive or to enhance its position in its core areas of operation. Risks relating to mergers and acquisitions include unidentified liabilities of the companies or assets the Group acquires or merges with, the possible inability to successfully integrate and manage acquired operations and personnel and that the anticipated economies of scale or synergies do not materialise. Regulation of merger or acquisition activity by competition authorities may also restrict or delay the Group’s ability to engage in mergers or acquisitions.

As at 31 December 2011, the Group’s consolidated balance sheet included €3,026 million in goodwill, publishing rights and other intangible assets, most of which are related to magazine and television operations. The Group recorded €940 million of goodwill on its consolidated balance sheet from the SBS Acquisition in the Netherlands and Belgium. In accordance with the International Financial Reporting Standards (IFRS), instead of goodwill being amortised regularly, it is tested for impairment on an annual basis or more frequently, if there is any indication of impairment. The Group’s impairment losses on goodwill and other immaterial rights for 2011 totalled €83.1 million, and there were no indications of other impairment losses.

The Group has also divested some of its non-core businesses in recent years, and may divest additional businesses in order to focus its operations, or for other reasons. Any future divestments may be affected by many factors, such as the availability of bank financing to potential buyers, interest rates and competitors’ capacity, all of which are beyond the Group’s control, and may also lead to exposure to indemnity claims. There can be no certainty that the Group will succeed in divestments of certain assets in a profitable way or that such divestments will be possible on acceptable terms, or at all. Any acquisition, divestment or merger may also require extensive attention from the Group’s management, diverting attention away from the management of its ongoing business.

Sales of the Group’s products and services may be adversely affected if it is not successful in introducing innovative products and services in response to changes in consumer preferences, technology and industry trends

With the continued development of alternative forms of media, particularly digital media, the Group’s businesses and the strength of its brands depend on its continued ability to identify and respond to constantly shifting industry trends and its ability to develop new and appealing products and services in a timely manner. For example, the increased use of smart phones and the arrival of tablet computers have already changed, and are expected to continue to change the way consumers access information. The strength of the Group’s brands is dependant on the Group’s continued delivery of quality content to consumers through both established and new platforms. In addition, alternative media sources may affect the Group’s ability to generate advertising and circulation revenues as consumers become less willing to pay for professional content or consumer preferences move away from print and television broadcast media. Accordingly, the Group may lose market share if it does not adequately develop and/or adopt new products and services, or fails to respond to market changes, either of which could have a material adverse effect on the Group’s business, financial condition or results of operations.

The Group’s local publishing and broadcasting operations are subject to extensive laws and regulations

The Group’s publishing and broadcasting operations are subject to various laws and regulations in the countries in which the Group operates. Additional extensive restrictions on the freedom of commercial communication could have a material adverse effect on the Group’s advertising revenue and its ability to provide its customers with products and services. Regulation related to copyrights also affects the Group’s ability to provide its customers with new products and services and may increase costs related to acquiring and managing copyrights. In addition, violation of any applicable laws or regulations could result in penalties and fines as well as additional costs if the Group is required to change its operations.

Regulators also decide on the use of the radio spectrum, which includes television and radio broadcast frequencies, among others, and taxation of content (e.g., value added tax for newspapers and magazines). If regulators allocate less of the radio spectrum to broadcasting operations or impose additional taxes on publishing operations, it could have a material adverse impact on the Group’s advertising and circulation revenues. As from 1 January 2012, newspaper and magazine subscriptions in Finland, which are at least one-month long, are subject to a value added tax of 9 per cent. (previously no value added tax was applied). In addition, there have been discussions in the 10 Netherlands to increase the current value added tax rate on newspapers and magazines. Any such increase in taxation may have an adverse impact on the operations of the Group. In addition, any changes to media ownership rules could affect the Group’s ability to consummate transactions within the respective industry.

The Group relies on the proper functioning of its IT systems

Functioning and reliable IT systems are integral aspects of the Group’s business. These systems include newspaper and magazine subscription systems, advertising and delivery systems, and various production control and customer relations management systems. Risks related to IT systems may arise in connection with the confidentiality, integrity or availability of information as well as reliability and compliance of data in the systems. The failure of one or more of the Group’s essential IT systems could have a material adverse effect on the Group’s business, financial condition or results of operations.

Failure to attract qualified personnel or a loss of key personnel may disrupt the Group’s business and adversely affect its financial condition and results of operations

The Group’s success depends on having competent management and employees, and on the ongoing development of their competencies and skills in developing appealing products and services in accordance with customer needs. The Group’s success also requires that the leadership culture supports change management and encourages managed risk taking. Recruiting and retaining skilled and motivated personnel is anticipated to become increasingly difficult as a result of various factors, including changes in the age structure of the population and intensifying competition for personnel. Since the Group employs numerous professionals, it is estimated that the departure of one or a few key persons would not have an adverse effect on the Group’s results or ability to execute its strategy. However, the departure of multiple key persons could have a material adverse effect on the Group’s business, financial condition or results of operations.

The Group’s success is dependant on knowledge management and transfer

Management and transfer of knowledge across the Group are crucial for the Group’s continued success and development. Even though the principle of independent business units has been one of the cornerstones of the Group’s governance model, it is important that information, best practices and successful business concepts are shared effectively within and between units. The Group constantly works on improving the flow of information within the Group. Failure of the Group to manage and transfer knowledge effectively could have a material adverse effect on the Group’s business, financial condition or results of operations. This risk is particularly important in relation to the integration of acquired businesses.

The Group relies on intellectual property rights

The Group’s products and services largely consist of intellectual property delivered through a variety of media, including newspapers, books and the internet. The Group relies on copyright, trademark and other intellectual property laws to establish and protect its proprietary rights in these products. There can be no certainty that the Group’s proprietary rights will not be challenged, invalidated or circumvented. In addition, the Group conducts business in other countries where the extent of effective legal protection and enforcement of intellectual property rights is uncertain, and this uncertainty could affect future growth. Moreover, despite trademark and copyright protection, third parties may copy, commercially exploit, infringe on or otherwise profit from the Group’s proprietary rights without authorisation. These unauthorised activities may be more easily facilitated by the internet. The lack of internet-specific legislation relating to trademark and copyright protection or enforcement of rights creates an additional challenge for the Group in protecting its proprietary rights relating to its online business processes and other digital rights. The loss or diminution in value of these proprietary rights or intellectual property could have a material adverse effect on the Group’s business, financial condition or results of operations.

The Group has substantial amounts of debt, which may limit its financial and operational flexibility

As at 31 December 2011, the Group’s total interest-bearing liabilities amounted to €1,727.2 million, as compared to its total shareholders’ equity of €1,524.2 million. Such indebtedness could reduce the cash available to finance 11 operations, capital expenditure, working capital and for other purposes. The level of the Group’s indebtedness may also limit its ability to pursue its strategic goals, especially growth of the learning business through acquisitions and the expansion of media offerings, and to react to changes in the media market.

The Group’s ability to finance its operations depends on a number of factors, including the availability of cash flows from operations and access to additional debt and equity financing, and there can be no assurance that such funds will be available in the future. There can be no assurance that the Group will be able to refinance its existing debts on terms that are acceptable to it, or at all, when they mature, or incur additional debt. In addition, adverse developments in the credit markets, as well as other future adverse developments such as deterioration of the overall financial markets and a worsening of general economic conditions, may negatively impact the Group’s ability to borrow additional funds as well as the cost and other terms of funding. The failure to obtain sufficient funding for operations or the increased costs or unfavourable terms of financing could have a material adverse effect on the Group’s business, financial condition and results of operations.

If the Group is not able to comply with the financial covenants included in its credit facilities, the Group’s financial position may be materially adversely affected

Some of the Group’s credit facilities include financial covenants relating to the ratios of (i) total equity (including minority interests) to total assets and (ii) total net borrowings to EBITDA for the Group. See “Description of the Group—SBS Acquisition—Financing Agreements—Borrowing by the Issuer” and “Description of the Group— Material Agreements—Revolving Loan Facility” below. As at 31 December 2011, the Group was in compliance with these covenants. Although the Group currently believes that it will remain within the limits of the covenants, if it is unable to comply with these covenants in the future, the Group could be required to renegotiate the credit facilities, request waivers or replace them in order not to be in default. There can be no assurance that the Group would be able to obtain a waiver, renegotiate or replace the credit facilities on terms that are acceptable to it, or at all.

The Group is exposed to interest rate risk on its floating rate debt

As at 31 December 2011, the Group’s total interest-bearing liabilities amounted to €1,727.2 million, of which €1,675.6 million was floating rate. The Group manages its exposure to interest rate risks by using a mix of fixed rate and floating rate loans. For a portion of its floating rate debt, the Group uses interest rate derivatives to mitigate the effects of changes in interest rates by swapping floating rate debt to fixed rate debt. As at 31 December 2011, the Group’s total amount of interest rate swaps was €640 million. As a result of the floating rate borrowings, a significant rise in the Group’s interest rates would increase interest payments, which could have an adverse effect on its business, financial condition and results of operations.

The Group is exposed to changes in foreign currency exchange rates

For the year ended 31 December 2011 and for the year ended 31 December 2010, the Group generated approximately 12 per cent. and 12 per cent., respectively, of total revenue in non-euro pegged currencies, mainly the Russian rouble, Hungarian forint, Polish zloty and Czech koruna. The Group’s earnings could be materially and adversely affected by foreign exchange rate fluctuations, particularly if the value of the Russian rouble, Hungarian forint, Polish zloty or Czech koruna declines against the euro.

The Group is exposed to fluctuations in the cost of paper

The Group needs large volumes of paper for its business activities. The Group’s total paper consumption for the year ended 31 December 2011 was 225,800 tonnes and represented 6 per cent. of its operating costs. Accordingly, the Group is subject to the risk of fluctuations in paper prices, particularly in the European market. A significant and sustained increase in paper prices could have a material adverse effect on the Group’s business, financial condition or results of operations.

12 The Group’s business operations are subject to labour disputes

The Group’s business operations could be disturbed by labour disputes. These disturbances may be caused by strikes related to the Group’s employees or by work stoppages in industries on which the Group depends, such as the paper, transportation and distribution industries. Any labour disputes could have a material adverse effect on the Group’s business, financial condition or operational results.

Operational disruption to the Group’s businesses caused by a major disaster and/or external threats could restrict its ability to supply products and services to its customers

Across all of the Group’s businesses, the Group manages complex operational and logistical arrangements, including distribution centres, data centres and large office facilities, as well as relationships with third-party printing plants. It has also outsourced some support functions, including some IT support functions, to third party providers. Failure to recover from a major disaster at a key facility or the disruption of supply from a key third-party vendor or partner (e.g., due to bankruptcy) could restrict the Group’s ability to service its customers. Similarly, external threats, including but not limited to influenza pandemics, terrorist attacks, strikes and weather conditions, could affect the Group’s businesses and employees, disrupting daily business activities.

A major personal data breach may cause reputational damage to the Group’s brands and financial loss

Across its businesses, the Group holds large volumes of personal data including that of employees, customers and, in its assessment businesses, students and citizens. Failure to adequately process and protect personal data could lead to penalties, significant remediation costs, reputational damage, potential cancellation of some existing contracts and an inability to effectively compete for future business.

Factors which are material for the purpose of assessing the market risks associated with the Notes

The Notes may not be a suitable investment for all investors

Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where the currency for principal or interest payments is different from the potential investor’s currency;

(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant financial markets; and

(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Risks related to the Notes generally

Set out below is a brief description of certain risks relating to the Notes generally:

13 Claims of secured creditors will have priority, with respect to their security, over the claims of unsecured creditors, such as Noteholders

Claims of the Issuer’s secured creditors will have priority, with respect to the assets securing their debt, over the claims of Noteholders. In the event that any of the Issuer’s secured debt becomes due or the relevant creditor thereunder institutes proceedings over the assets that secure the relevant debt, the Issuer’s assets remaining after repayment of that secured debt might not be sufficient to repay all amounts owing in respect of the Notes.

Modification

The Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

The Conditions of the Notes also provide that the Fiscal Agent may, without the consent of the Noteholders, agree to any modification of the Conditions of the Notes or any of the provisions of the Agency Agreement either (i) for the purpose of curing any ambiguity or of curing, correcting or supplementing any manifest or proven error or any other defective provision of the Conditions or the Agency Agreement or (ii) in any other manner which is not materially prejudicial to the interests of the Noteholders.

EU Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income (the EU Savings Directive), Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a paying agent within the meaning of the EU Savings Directive to an individual resident in that other Member State or to certain limited types of entities called “residual entities”, within the meaning of the EU Savings Directive (the Residual Entities), established in that other Member State. However, for a transitional period, Luxembourg and Austria are permitted to apply (unless during that period they elect otherwise) an optional information reporting system whereby if a beneficial owner, within the meaning of the EU Savings Directive, does not comply with one of the procedures for information reporting, the relevant Member State will levy a withholding tax on payments to such beneficial owner. The current withholding tax rate is 35 per cent. (since 1 July 2011). The transitional period will terminate at the end of the first full fiscal year following the conclusion of certain other agreements relating to information exchange with certain other countries. A number of non-EU countries and dependant or associated territories including Switzerland have adopted similar measures (either exchange of information or withholding tax jurisdictions - a withholding tax system in the case of Switzerland).

The European Commission has proposed certain amendments to the EU Savings Directive which may, if implemented, amend or broaden the scope of the requirements described above.

If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuer is required to maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to the EU Savings Directive.

Change of law

The Conditions of the Notes are based on English law in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Prospectus.

14 Denominations involve integral multiples: definitive Notes

The Notes have denominations consisting of a minimum of €100,000 plus one or more higher integral multiples of €1,000. It is possible that the Notes may be traded in amounts that are not integral multiples of €100,000. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than €100,000 in his account with the relevant clearing system at the relevant time may not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that its holding amounts to €100,000.

If definitive Notes are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of €100,000 may be illiquid and difficult to trade.

Because the Temporary Global Note and the Permanent Global Note representing the Notes will be held by or on behalf of Euroclear and/or Clearstream, Luxembourg, investors will have to rely on the procedures of those clearing systems for transfer, payment and communication with the Issuer

The Notes will be represented by one or more Global Note(s) which will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg (the Common Depositary). Definitive Notes will only be issued in limited circumstances, as described in “Summary of Provisions Relating to the Notes while represented by the Global Notes— Exchange”. Euroclear and Clearstream, Luxembourg will maintain records of the beneficial interests in the relevant Global Note. While the Notes are in global form, investors will be able to trade their beneficial interests only through Euroclear and Clearstream, Luxembourg. While the Notes are in global form, the Issuer will discharge its payment obligations under the Notes by making payments to the Common Depositary. A holder of a beneficial interest in a Global Note must rely on the procedures of Euroclear and Clearstream, Luxembourg to receive payments under the Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes.

Risks related to the market generally

Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk and interest rate risk:

The secondary market generally

The Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. Illiquidity may have a significant adverse effect on the Notes.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Notes in euro. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the Investor’s Currency) other than euro. These include the risk that exchange rates may significantly change (including changes due to devaluation of the euro or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to euro would decrease (1) the Investor’s Currency-equivalent yield on the Notes, (2) the Investor’s Currency-equivalent value of the principal payable on the Notes and (3) the Investor’s Currency-equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

15 Interest rate risks

Investment in the Notes involves the risk that subsequent changes in market interest rates may adversely affect their value. A drop in the level of interest rates will have a positive impact on the price of the Notes, as the Notes pay a fixed annual rate of interest. Conversely, an increase in the interest rate level will have an adverse impact on the price of the Notes. For investors holding the Notes until maturity, any changes in the interest rate level during the term will not affect the yield of the Notes, as the Notes will be redeemed at par.

Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (i) the Notes are legal investments for it, (ii) the Notes can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of the Notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar rules.

16 DOCUMENTS INCORPORATED BY REFERENCE

The following documents which have previously been published and have been filed with the CSSF shall be incorporated in, and form part of, this Prospectus:

(a) the auditors’ report and audited consolidated annual financial statements of the Issuer for the financial year ended 31 December 2011, including the information set out at the following pages in particular:

Consolidated income statement ...... Page 12

Consolidated balance sheet...... Page 13

Consolidated cash flow statement...... Page 15

Notes to the consolidated financial statements ...... Pages 16 to 55

Auditors’ report ...... Page 69

(b) the auditors’ report and audited consolidated annual financial statements of the Issuer for the financial year ended 31 December 2010, including the information set out at the following pages in particular:

Consolidated income statement ...... Page 14

Consolidated balance sheet...... Page 15

Consolidated cash flow statement...... Page 17

Notes to the consolidated financial statements ...... Pages 18 to 57

Auditors’ report ...... Page 71

Any other information not listed above but contained in such document is incorporated by reference for information purposes only.

Any documents themselves incorporated by reference in the documents incorporated by reference in this Prospectus shall not form part of this Prospectus.

Copies of documents incorporated by reference in this Prospectus can be obtained from the registered office of the Issuer and from the specified office(s) of the Paying Agent(s) for the time being in London and Luxembourg and are available for viewing on the website of the Luxembourg Stock Exchange (www.bourse.lu).

17 CONDITIONS OF THE NOTES

The following is the text of the Conditions of the Notes which (subject to modification) will be endorsed on each Note in definitive form:

The €400,000,000 5.00 per cent. Notes due 20 March 2017 (the Notes, which expression shall in these Conditions, unless the context otherwise requires, include any further notes issued pursuant to Condition 13 and forming a single series with the Notes) of Sanoma Corporation (the Issuer) are issued subject to and with the benefit of an Agency Agreement dated 20 March 2012 (such agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement) made between the Issuer, Citibank, N.A., London Branch as fiscal agent and principal paying agent (the Fiscal Agent) and the other initial paying agents named in the Agency Agreement (together with the Fiscal Agent, the Paying Agents).

The statements in these Conditions include summaries of, and are subject to, the detailed provisions of and definitions in the Agency Agreement. Copies of the Agency Agreement are available for inspection during normal business hours by the holders of the Notes (the Noteholders) and the holders of the interest coupons appertaining to the Notes (the Couponholders and the Coupons, respectively) at the specified office of each of the Paying Agents. The Noteholders and the Couponholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement applicable to them. References in these Conditions to the Fiscal Agent and the Paying Agents shall include any successor appointed under the Agency Agreement.

1. FORM, DENOMINATION AND TITLE

1.1 Form and Denomination

The Notes are in bearer form, serially numbered, in the denominations of €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000, each with Coupons attached on issue. Notes of one denomination may not be exchanged for Notes of any other denomination.

1.2 Title

Title to the Notes and to the Coupons will pass by delivery.

1.3 Holder Absolute Owner

The Issuer and any Paying Agent may (to the fullest extent permitted by applicable laws) deem and treat the bearer of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon).

2. STATUS

The Notes and the Coupons are direct, unconditional and (subject to the provisions of Condition 3) unsecured obligations of the Issuer and (subject as provided above) rank and will rank pari passu, without any preference among themselves, with all other outstanding unsecured and unsubordinated obligations of the Issuer, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights.

18 3. NEGATIVE PLEDGE

3.1 Negative Pledge

So long as any of the Notes remains outstanding (as defined in the Agency Agreement), the Issuer will not, and the Issuer will procure that none of its Subsidiaries will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a Security Interest) upon, or with respect to, any of the present or future business, undertaking, assets or revenues (including any uncalled capital) of the Issuer and/or any of its Subsidiaries to secure any Relevant Indebtedness (as defined below), unless the Issuer or the relevant Subsidiary, as the case may be, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that:

(i) all amounts payable by the Issuer under the Notes and the Coupons are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or

(ii) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided as is approved by an Extraordinary Resolution (which is defined in the Agency Agreement as a resolution duly passed by a majority of not less than three-fourths of the votes cast) of the Noteholders.

3.2 Interpretation

For the purposes of these Conditions:

Relevant Indebtedness means (i) any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures, debenture stock, loan stock or other securities which are for the time being, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other securities market and (ii) any guarantee or indemnity of any such indebtedness; and

Subsidiary means, in relation to the Issuer, any company (i) in which the Issuer holds 50 per cent. or more of the voting rights or (ii) which is controlled, directly or indirectly, by the Issuer or (iii) 50 per cent. or more of the issued share capital of which is beneficially owned, directly or indirectly, by the Issuer or (iv) which is a Subsidiary of another Subsidiary of the Issuer and, for the purposes of this definition, a company shall be treated as being controlled by another company if that other company has the power to direct its management and policies and/or to control the composition of the majority of its board of directors or equivalent body.

4. INTEREST

4.1 Interest Rate and Interest Payment Dates

The Notes bear interest from and including 20 March 2012 at the rate of 5.00 per cent. per annum, payable annually in arrear on 20 March in each year (each an Interest Payment Date). The first payment (representing a full year’s interest) (for the period from and including 20 March 2012 to but excluding 20 March 2013 and amounting to €50.00 per €1,000 principal amount of Notes shall be made on 20 March 2013.

4.2 Interest Accrual

Each Note will cease to bear interest from and including its due date for redemption unless, upon due presentation, payment of the principal in respect of the Note is improperly withheld or refused or unless default is otherwise made in respect of payment. In such event, interest will continue to accrue until whichever is the earlier of: 19 (a) the date on which all amounts due in respect of such Note have been paid; and

(b) five days after the date on which the full amount of the moneys payable in respect of such Notes has been received by the Fiscal Agent and notice to that effect has been given to the Noteholders in accordance with Condition 11.

4.3 Calculation of Broken Interest

When interest is required to be calculated in respect of a period of less than a full year, it shall be calculated on the basis of (a) the actual number of days in the period from and including the date from which interest begins to accrue (the Accrual Date) to but excluding the date on which it falls due divided by (b) the actual number of days from and including the Accrual Date to but excluding the next following Interest Payment Date.

5. PAYMENTS

5.1 Payments in respect of Notes

Payments of principal and interest in respect of each Note will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the Note, except that payments of interest due on an Interest Payment Date will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the relevant Coupon, in each case at the specified office outside the United States of any of the Paying Agents.

5.2 Method of Payment

Payments will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by euro cheque.

5.3 Missing Unmatured Coupons

Each Note should be presented for payment together with all relative unmatured Coupons, failing which the full amount of any relative missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the full amount of the missing unmatured Coupon which the amount so paid bears to the total amount due) will be deducted from the amount due for payment. Each amount so deducted will be paid in the manner mentioned above against presentation and surrender (or, in the case of part payment only, endorsement) of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 7) in respect of the relevant Note (whether or not the Coupon would otherwise have become void pursuant to Condition 8) or, if later, five years after the date on which the Coupon would have become due, but not thereafter.

5.4 Payments subject to Applicable Laws

Payments in respect of principal and interest on Notes are subject in all cases to any fiscal or other laws and regulations applicable in the place of payment, but without prejudice to the provisions of Condition 7.

5.5 Payment only on a Presentation Date

A holder shall be entitled to present a Note or Coupon for payment only on a Presentation Date and shall not, except as provided in Condition 4, be entitled to any further interest or other payment if a Presentation Date is after the due date.

20 Presentation Date means a day which (subject to Condition 8):

(a) is or falls after the relevant due date;

(b) is a Business Day in the place of the specified office of the Paying Agent at which the Note or Coupon is presented for payment; and

(c) in the case of payment by credit or transfer to a euro account as referred to above, is a TARGET2 Settlement Day.

In this Condition, Business Day means, in relation to any place, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in that place and TARGET2 Settlement Day means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) system is open.

5.6 Initial Paying Agents

The names of the initial Paying Agents and their initial specified offices are set out at the end of these Conditions. The Issuer reserves the right at any time to vary or terminate the appointment of any Paying Agent and to appoint additional or other Paying Agents provided that:

(a) there will at all times be a Fiscal Agent;

(b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or such other relevant authority;

(c) the Issuer undertakes that it will ensure that it maintains a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; and

(d) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.

Notice of any termination or appointment and of any changes in specified offices shall be given to the Noteholders promptly by the Issuer in accordance with Condition 11.

6. REDEMPTION AND PURCHASE

6.1 Redemption at Maturity

Unless previously redeemed or purchased and cancelled as provided below, the Issuer will redeem the Notes at their principal amount on 20 March 2017 (subject as provided in Condition 5).

6.2 Redemption for Taxation Reasons

If:

(a) as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction (as defined in Condition 7), or any change in the official application or interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after 15 March

21 2012 , on the next Interest Payment Date the Issuer would be required to pay additional amounts as provided or referred to in Condition 7; and

(b) the requirement cannot be avoided by the Issuer taking reasonable measures available to it,

the Issuer may at its option, having given not less than 30 nor more than 60 days’ notice to the Noteholders in accordance with Condition 11 (which notice shall be irrevocable), redeem all the Notes, but not some only, at any time at their principal amount together with interest accrued to but excluding the date of redemption, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts, were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Fiscal Agent a certificate signed by two authorised signatories of the Issuer (one of which shall be the Chief Financial Officer of the Issuer) stating that the requirement referred to in (a) above will apply on the next Interest Payment Date and cannot be avoided by the Issuer taking reasonable measures available to it and an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of the change or amendment.

6.3 Redemption at the Option of the Holders

(a) If any Person or group of Persons acting in concert gains control of the Issuer, such event shall constitute a Put Event.

(b) If a Put Event occurs, each Noteholder shall have the option to require the Issuer to redeem any Note held by such Noteholder on the Put Date (as defined below) at its principal amount, together with interest accrued to the date of redemption. Such option (the Put Option) shall operate as set out below.

(c) Promptly upon the Issuer becoming aware that a Put Event has occurred, the Issuer shall give notice (a Put Event Notice) to the Noteholders in accordance with Condition 11 specifying that a Put Event has occurred and the procedure for exercising the Put Option.

(d) To exercise the Put Option, the holder of a Note must, if it is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the period (the Put Period) of not less than 30 and not more than 60 days after a Put Event Notice is given, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a Change of Control Put Notice) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this provision accompanied by the Note or evidence satisfactory to the Paying Agent concerned that the Note will, following delivery of the Change of Control Put Notice, be held to its order or under its control. The Note should be delivered together with all Coupons appertaining thereto maturing after the date which is 7 days after the expiration of the Put Period (the Put Date), failing which the amount of any such missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner provided in Condition 5 against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 7) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. If a Note is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the Put Option, the holder of the Note must, within the Put Period, give notice to the Fiscal Agent of such exercise in accordance with the standard procedures of Euroclear or Clearstream, Luxembourg (which may include notice being

22 given on his instruction by Euroclear and Clearstream, Luxembourg or any common depositary for them to the Fiscal Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time. The Paying Agent to which such Note and Change of Control Put Notice are delivered will issue to the Noteholder concerned a non-transferable receipt in respect of the Note so delivered. Payment in respect of any Note so delivered will be made, if the holder duly specified a bank account in the Change of Control Put Notice to which payment is to be made, on the Put Date by transfer to that bank account and, in every other case, on or after the Put Date against presentation and surrender or (as the case may be) endorsement of such receipt at the specified office of any Paying Agent. Any Change of Control Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of any Note shall be irrevocable except where, prior to the due date of redemption, any Event of Default (as defined in Condition 9) has occurred and the relevant Noteholder has declared the Notes to be due and payable pursuant to Condition 9, in which event such Noteholder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this provision. For the purposes of this provision and these Conditions, receipts issued pursuant to this provision shall be treated as if they were Notes. The Issuer shall redeem the relevant Notes on the Put Date unless previously redeemed and cancelled.

If 80 per cent. or more in nominal amount of the Notes then outstanding have been redeemed pursuant to this provision, the Issuer may, on not less than 30 or more than 60 days’ notice to the Noteholders given within 30 days after the Put Date, redeem, at its option, the remaining Notes as a whole at their principal amount, together with interest accrued to the date of redemption.

(e) For the purpose of this Condition 6.3:

acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal);

control means the acquisition of or right or option to acquire:

(i) beneficial ownership (directly or indirectly) of more than 50 per cent. of the total voting rights represented by the issued and outstanding shares of the Issuer; or

(ii) the right to control the composition of the majority of the board of directors of the Issuer, in each case, whether through the ownership of voting capital or by contract; and

Person means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organisation, or a government or agency or political subdivision thereof.

6.4 Purchases

The Issuer or any of its Subsidiaries (as defined above) may at any time purchase Notes (provided that all unmatured Coupons appertaining to the Notes are purchased with the Notes) in any manner and at any price.

6.5 Cancellations

All Notes which are (a) redeemed or (b) purchased by or on behalf of the Issuer or any of its Subsidiaries will forthwith be cancelled, together with all relative unmatured Coupons attached to the Notes or surrendered with the Notes, and accordingly may not be reissued or resold.

6.6 Notices Final

Upon the expiry of any notice as is referred to in paragraph 6.2 or 6.3 above, the Issuer shall be bound to redeem the Notes to which the notice refers in accordance with the terms of such paragraph. 23 7. TAXATION

7.1 Payment without Withholding

All payments in respect of the Notes by or on behalf of the Issuer shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (Taxes) imposed or levied by or on behalf of the Relevant Jurisdiction, unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer will pay such additional amounts as may be necessary in order that the net amounts received by the Noteholders and Couponholders after the withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Notes or, as the case may be, Coupons in the absence of the withholding or deduction; except that no additional amounts shall be payable in relation to any payment in respect of any Note or Coupon:

(a) the holder of which is liable for Taxes in respect of such Note or Coupon by reason of his having some connection with the Relevant Jurisdiction other than the mere holding of such Note or Coupon; or

(b) presented for payment in Finland; or

(c) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(d) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union; or

(e) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that a holder would have been entitled to additional amounts on presenting the same for payment on the last day of the period of 30 days assuming that day to have been a Presentation Date (as defined in Condition 5).

7.2 Interpretation

In these Conditions:

(a) Relevant Date means the date on which the payment first becomes due but, if the full amount of the money payable has not been received by the Fiscal Agent on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect has been duly given to the Noteholders by the Issuer in accordance with Condition 11; and

(b) Relevant Jurisdiction means Finland or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer becomes subject in respect of payments made by it of principal and interest on the Notes and Coupons.

7.3 Additional Amounts

Any reference in these Conditions to any amounts in respect of the Notes shall be deemed also to refer to any additional amounts which may be payable under this Condition.

24 8. PRESCRIPTION

Notes and Coupons will become void unless presented for payment within periods of 10 years (in the case of principal) and five years (in the case of interest) from the Relevant Date in respect of the Notes or, as the case may be, the Coupons, subject to the provisions of Condition 5.

9. EVENTS OF DEFAULT

9.1 Events of Default

The holder of any Note may give notice to the Issuer that the Note is, and it shall accordingly forthwith become, immediately due and repayable at its principal amount, together with interest accrued to the date of repayment, if any of the following events (Events of Default) shall have occurred and be continuing:

(a) if default is made in the payment of any principal or interest due in respect of the Notes or any of them and the default continues for a period of seven days in the case of principal or 14 days in the case of interest; or

(b) if the Issuer fails to perform or observe any of its other obligations under these Conditions and (except in any case where the failure is incapable of remedy, when no continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 30 days following the service by any Noteholder on the Issuer of notice requiring the same to be remedied; or

(c) if (i) any Indebtedness for Borrowed Money (as defined below) of the Issuer or any of its Principal Subsidiaries becomes due and repayable prematurely by reason of an event of default (however described); (ii) the Issuer or any of its Principal Subsidiaries fails to make any payment in respect of any Indebtedness for Borrowed Money on the due date for payment as extended by any originally applicable grace period; or (iii) default is made by the Issuer or any of its Principal Subsidiaries in making any payment due under any guarantee and/or indemnity given by it in relation to any Indebtedness for Borrowed Money of any other person; provided that no event described in this subparagraph (c) shall constitute an Event of Default unless the relevant amount of Indebtedness for Borrowed Money or other relative liability due and unpaid, either alone or when aggregated (without duplication) with other amounts of Indebtedness for Borrowed Money and/or other liabilities due and unpaid relative to all (if any) other events specified in (i) to (iv) above which have occurred and are continuing, amounts to at least €30,000,000 (or its equivalent in any other currency); or

(d) if any order is made by any competent court or resolution is passed for the winding up or dissolution of the Issuer or any of its Principal Subsidiaries; or

(e) if the Issuer or any of its Principal Subsidiaries ceases or threatens to cease to carry on the whole or a substantial part of its business, save for the purposes of reorganisation on terms approved by an Extraordinary Resolution of Noteholders, or the Issuer or any of its Principal Subsidiaries stops or threatens to stop payment of, or is unable to, or admits inability to, pay, its debts as they fall due or is deemed unable to pay its debts pursuant to or for the purposes of any applicable law, or is adjudicated or found bankrupt or insolvent; or

(f) if (i) proceedings are initiated against the Issuer or any of its Principal Subsidiaries under any applicable liquidation, insolvency, composition, reorganisation or other similar laws or an application is made (or documents filed with a court) for the appointment of an administrative or other receiver, manager, administrator or other similar official, or an administrative or other receiver, manager, administrator or other similar official is appointed, in relation to the Issuer or any of its Principal Subsidiaries or, as the case may be, in relation to the whole or any part of the undertaking or assets of any of them or an encumbrancer takes possession of the whole or any part of the undertaking or assets of any of them, or a distress, execution, attachment, sequestration or other process is levied, 25 enforced upon, sued out or put in force against the whole or any part of the undertaking or assets of any of them, and (ii) in any such case (other than the appointment of an administrator) unless initiated by the relevant company, is not discharged within 14 days; or

(g) if the Issuer or any of its Principal Subsidiaries (or their respective directors or shareholders) initiates or consents to judicial proceedings relating to the Issuer or such Principal Subsidiary under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including the obtaining of a moratorium) or makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors); or

(h) if any event occurs which, under the laws of any relevant jurisdiction, has or may have an analogous effect to any of the events referred to in paragraphs (d) to (g) above.

9.2 Interpretation

For the purposes of this Condition:

(a) a Principal Subsidiary means at any time any Subsidiary of the Issuer whose total assets or net sales (excluding intra-group items) are equal to 10 per cent. or more of the Consolidated Total Assets or consolidated net sales of the Issuer and its Subsidiaries taken as a whole, all as calculated respectively by reference to the then latest published consolidated financial statements of the Issuer and its Subsidiaries (the Latest Financial Statements).

(b) Consolidated Total Assets means at any time:

the aggregate of

(i) the book value of the consolidated total non-current assets of the Issuer and its Subsidiaries after deducting all depreciation, amortization and impairment then charged in respect of such assets; and

(ii) the consolidated total current assets of the Issuer and its Subsidiaries;

less advances received by the Issuer and its Subsidiaries,

in each case as calculated by reference to the Latest Financial Statements.

(c) Indebtedness for Borrowed Money means any indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures, debenture stock, loan stock or other securities or any borrowed money or any liability under or in respect of any acceptance credit facility, other than indebtedness treated as equity under IFRS.

9.3 Reports

A report by two authorised signatories of the Issuer (one of which shall be the Chief Financial Officer of the Issuer) that in their opinion a Subsidiary of the Issuer is or is not or was or was not at any particular time or throughout any specified period a Principal Subsidiary shall, in the absence of manifest or proven error, be conclusive and binding on all parties.

10. REPLACEMENT OF NOTES AND COUPONS

Should any Note or Coupon be lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of the Fiscal Agent or the Paying Agent in Luxembourg, upon payment by the claimant of the expenses incurred in connection with the replacement and on such terms as to evidence and indemnity as 26 the Issuer may reasonably require. Mutilated or defaced Notes or Coupons must be surrendered before replacements will be issued.

11. NOTICES

11.1 Notices to the Noteholders

All notices to the Noteholders will be valid if published in a leading English language daily newspaper published in London or such other English language daily newspaper with general circulation in Europe as the Issuer may decide and, so long as the Notes are admitted to trading on, and listed on the Official List of, the Luxembourg Stock Exchange and the rules of that exchange so require, in one daily newspaper published in Luxembourg and/or on the Luxembourg Stock Exchange’s website, www.bourse.lu. For the purposes of publication in a newspaper, it is expected that publication will normally be made in the Financial Times and the d’Wort or the Tageblatt. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any other stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper and/or source, on the date of the first publication in all required newspapers and/or source.

11.2 Notices from the Noteholders

Notices to be given by any Noteholder shall be in writing and given by lodging the same, together with the relative Note or Notes, with the Fiscal Agent or, if the Notes are held in a clearing system, may be given through the clearing system in accordance with the standard rules and procedures.

12. MEETINGS OF NOTEHOLDERS AND MODIFICATION

12.1 Meetings of Noteholders

The Agency Agreement contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the modification by Extraordinary Resolution of any of these Conditions or any of the provisions of the Agency Agreement. The quorum at any meeting for passing an Extraordinary Resolution will be one or more persons present holding or representing more than 50 per cent. in principal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons present whatever the principal amount of the Notes held or represented by him or them, except that at any meeting the business of which includes the modification of certain of these Conditions the necessary quorum for passing an Extraordinary Resolution will be one or more persons present holding or representing not less than two-thirds, or at any adjourned meeting not less than one-third, of the principal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders will be binding on all Noteholders, whether or not they are present at the meeting, and on all Couponholders.

12.2 Modification

The Fiscal Agent may agree, without the consent of the Noteholders or Couponholders, to any modification of any of these Conditions or any of the provisions of the Agency Agreement for the purpose of curing any ambiguity or of curing, correcting or supplementing any manifest or proven error or any other defective provision contained herein or therein. Any modification shall be binding on the Noteholders and the Couponholders and, unless the Fiscal Agent agrees otherwise, any modification shall be notified by the Issuer to the Noteholders as soon as practicable thereafter in accordance with Condition 11.

27 13. FURTHER ISSUES

The Issuer may from time to time, without the consent of the Noteholders or Couponholders, create and issue further notes, having terms and conditions the same as those of the Notes, or the same except for the amount of the first payment of interest, which may be consolidated and form a single series with the outstanding Notes.

14. GOVERNING LAW AND SUBMISSION TO JURISDICTION

14.1 Governing Law

The Agency Agreement, the Notes and the Coupons and any non-contractual obligations arising out of or in connection with any of them are governed by, and will be construed in accordance with English law.

14.2 Jurisdiction of English Courts

The Issuer has irrevocably agreed for the benefit of the Noteholders and the Couponholders that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Notes or the Coupons (including a dispute relating to any non-contractual obligations arising out of or in connection with the Notes or the Coupons) and accordingly has submitted to the exclusive jurisdiction of the English courts. The Issuer waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum.

The Noteholders and the Couponholders may take any suit, action or proceeding arising out of or in connection with the Notes or the Coupons respectively (including any proceedings relating to any non- contractual obligations arising out of or in connection with the Notes or the Coupons) (together referred to as Proceedings) against the Issuer in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.

14.3 Appointment of Process Agent

The Issuer hereby irrevocably and unconditionally appoints Law Debenture Corporate Services Limited at its registered office for the time being as its agent for service of process in England in respect of any Proceedings and undertakes that in the event of such agent ceasing so to act it will appoint another person as its agent for that purpose.

14.4 Other Documents

The Issuer has in the Agency Agreement submitted to the jurisdiction of the English courts and appointed an agent in England for service of process, in terms substantially similar to those set out above.

15. RIGHTS OF THIRD PARTIES

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

28 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE REPRESENTED BY THE GLOBAL NOTES

The following is a summary of the provisions to be contained in the Temporary Global Note and the Permanent Global Note (together the Global Notes) which will apply to, and in some cases modify, the Terms and Conditions of the Notes while the Notes are represented by the Global Notes.

1. Exchange

The Permanent Global Note will be exchangeable in whole but not in part (free of charge to the holder) for definitive Notes only if:

(a) an event of default (as set out in Condition 9) has occurred and is continuing; or

(b) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available; or

(c) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes in definitive form.

The Issuer will promptly give notice to Noteholders if an Exchange Event occurs. In the case of (a) or (b) above, the holder of the Permanent Global Note, acting on the instructions of one or more of the Accountholders (as defined below), may give notice to the Issuer and the Fiscal Agent and, in the case of (c) above, the Issuer may give notice to the Fiscal Agent of its intention to exchange the Permanent Global Note for definitive Notes on or after the Exchange Date (as defined below).

On or after the Exchange Date the holder of the Permanent Global Note may or, in the case of (c) above, shall surrender the Permanent Global Note to or to the order of the Fiscal Agent. In exchange for the Permanent Global Note the Issuer will deliver, or procure the delivery of, an equal aggregate principal amount of definitive Notes (having attached to them all Coupons in respect of interest which has not already been paid on the Permanent Global Note), security printed in accordance with any applicable legal and stock exchange requirements and in or substantially in the form set out in the Agency Agreement. On exchange of the Permanent Global Note, the Issuer will procure that it is cancelled and, if the holder so requests, returned to the holder together with any relevant definitive Notes.

For these purposes, Exchange Date means a day specified in the notice requiring exchange falling not less than 60 days after that on which such notice is given, being a day on which banks are open for general business in the place in which the specified office of the Fiscal Agent is located and, except in the case of exchange pursuant to (b) above, in the place in which the relevant clearing system is located.

2. Payments

On and after 1 May 2012, no payment will be made on the Temporary Global Note unless exchange for an interest in the Permanent Global Note is improperly withheld or refused. Payments of principal and interest in respect of Notes represented by a Global Note will, subject as set out below, be made to the bearer of such Global Note and, if no further payment falls to be made in respect of the Notes, against surrender of such Global Note to the order of the Fiscal Agent or such other Paying Agent as shall have been notified to the Noteholders for such purposes. A record of each payment made will be endorsed on the appropriate part of the schedule to the relevant Global Note by or on behalf of the Fiscal Agent, which endorsement shall be prima facie evidence that such payment has been made in respect of the Notes. Payments of interest on the

29 Temporary Global Note (if permitted by the first sentence of this paragraph) will be made only upon certification as to non-U.S. beneficial ownership unless such certification has already been made.

3. Notices

For so long as all of the Notes are represented by one or both of the Global Notes and such Global Note(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, notices to Noteholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg (as the case may be) for communication to the relative Accountholders rather than by publication as required by Condition 11, and, in addition, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange or other relevant authority so require, such notice will also be published in such manner as shall be required by those rules. Any such notice shall be deemed to have been given to the Noteholders on the second day after the day on which such notice is delivered to Euroclear and/or Clearstream, Luxembourg (as the case may be) as aforesaid.

Whilst any of the Notes held by a Noteholder are represented by a Global Note, notices to be given by such Noteholder may be given by such Noteholder (where applicable) through Euroclear and/or Clearstream, Luxembourg and otherwise in such manner as the Fiscal Agent and Euroclear or Clearstream, Luxembourg (as appropriate) may approve for this purpose.

4. Accountholders

For so long as all of the Notes are represented by one or both of the Global Notes and such Global Note(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of Notes (each an Accountholder) (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes) shall be treated as the holder of that principal amount for all purposes (including but not limited to, for the purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Noteholders and giving notices to the Issuer pursuant to Condition 9 and Condition 6.3) other than with respect to the payment of principal and interest on the principal amount of such Notes, the right to which shall be vested, as against the Issuer solely in the bearer of the relevant Global Note in accordance with and subject to its terms. Each Accountholder must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for its share of each payment made to the bearer of the relevant Global Note.

5. Prescription

Claims against the Issuer in respect of principal and interest on the Notes represented by a Global Note will be prescribed after 10 years (in the case of principal) and five years (in the case of interest) from the Relevant Date (as defined in Condition 7).

6. Cancellation

Cancellation of any Note represented by a Global Note and required by the Terms and Conditions of the Notes to be cancelled following its redemption or purchase will be effected by endorsement by or on behalf of the Fiscal Agent of the reduction in the principal amount of the relevant Global Note on the relevant part of the schedule thereto.

7. Put Option

For so long as all of the Notes are represented by one or both of the Global Notes and such Global Note(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, the option of the Noteholders provided for in Condition 6.3 may be exercised by an Accountholder giving notice to the Fiscal Agent in accordance 30 with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary for them to the Fiscal Agent by electronic means) of the principal amount of the Notes in respect of which such option is exercised and at the same time presenting or procuring the presentation of the relevant Global Note to the Fiscal Agent for notation accordingly within the time limits set forth in that Condition.

8. Euroclear and Clearstream, Luxembourg

Notes represented by a Global Note are transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as appropriate. References in the Global Notes and this summary to Euroclear and/or Clearstream, Luxembourg shall be deemed to include references to any other clearing system through which interests in the Notes are held.

31 USE OF PROCEEDS

The net proceeds of the issue of the Notes will be applied by the Issuer to prepay the Bridge to Bond Facility (as defined under “Description of the Group—Material Agreements—SBS Acquisition” below), as required by the Bridge to Bond Facility, with the remaining proceeds used to make a prepayment on the Issuer Term Facility (as defined under “SBS Acquisition” below), as required by the Issuer Term Facility. See “Description of the Group—Material Agreements—SBS Acquisition—Financing Agreements—Borrowing by the Issuer—Bridge to Bond Facility” and “Description of the Group—Material Agreements—SBS Acquisition—Financing Agreements—Borrowing by the Issuer—Issuer Term Facility” below.

32 DESCRIPTION OF THE GROUP

Overview

The Group is one of the largest media groups in the segments and geographic markets in which it operates in terms of net sales. Its diversified business portfolio consists of products and services for consumers and corporate customers in more than twenty countries, with a focus on producing content for multiple media platforms. For the year ended 31 December 2011, the Group’s net sales were €2,746.2 million and, as at 31 December 2011, the Group had 13,646 full time equivalent (FTE) employees.

In Europe, the Group is among the leading consumer magazine publishers and providers of learning materials and solutions, both in terms of net sales, and operates several websites. In Finland, the Group is present in all areas of media. In addition to its magazine publishing and learning businesses, the Group is the largest newspaper publisher in Finland in terms of circulation (Source: Finnish Audit Bureau of Circulations, 2011); operates popular websites in Finland, including three of the top ten Finnish websites in terms of visitors (Source: TNS Gallup Oy, week ended 5 February 2012); and owns the second-largest commercial television channel in the country in terms of channel share and weekly reach (Source: Finnpanel Oy, month ended 31 January 2012). The Group’s retail operations include kiosks and trade services.

The Group acquired, together with a consortium of local partners, the Dutch and Belgian free-to-air television assets of SBS on 29 July 2011 and 8 June 2011, respectively. In the Netherlands, SBS is number two in the television advertising market and, in Belgium, SBS operates in the Flemish-speaking market, where it was number two in the television advertising market (Source: MediaXim). In addition to the television activities, SBS Netherlands also publishes “Veronica Magazine” in the Netherlands.

The following table sets forth the Group’s net sales and operating profit by operating segment for the periods indicated:

For the year ended 31 December 2011 2010 2009 (€ in millions) (audited) (unaudited)(1) (unaudited)(1)

Net sales(1) Media...... 1,415.8 1,299.6 1,319.0 News...... 435.8 437.6 428.9 Learning...... 343.1 350.1 345.1 Trade...... 597.0 726.3 727.8 Other companies and eliminations(2) ...... (45.6) (52.4) (52.9) Total net sales ...... 2,746.2 2,761.2 2,767.9

Operating profit(1) Media...... 92.0 287.9 117.0 News...... 40.2 56.1 32.2 Learning...... 16.6 47.1 38.5 Trade...... 49.2 15.5 24.0 Other companies and eliminations(2) ...... (15.1) (13.9) (16.2)

Total operating profit...... 182.9(3) 392.7(4) 195.4(5)

Operating profit excluding non-recurring items(1)

Media...... 151.1 145.8 134.1

33 For the year ended 31 December 2011 2010 2009 (€ in millions) (audited) (unaudited)(1) (unaudited)(1)

News...... 49.4 47.2 40.6 Learning...... 45.5 52.6 43.5 Trade...... 18.8 19.1 27.6 Other companies and eliminations(2) ...... (25.7) (19.3) (16.2) Total operating profit excluding non-recurring items ...... 239.1 245.4 229.5 ______(1) The Group amended its segment reporting structure as of 1 January 2011 to reflect the combination of Sanoma Entertainment and Sanoma Magazines to form Sanoma Media (currently Media). In addition, the Dutch press distributor Aldipress B.V. was transferred from Sanoma Trade to Sanoma Media as of 1 January 2011. To facilitate comparison across periods, segment information for the years ended 31 December 2010 and 2009 has been restated to reflect these changes. (2) Includes eliminations of intra-Group transactions, results of operations of the Issuer and real estate companies, and certain other items not allocated to operating segments. (3) Includes a total of negative €56.2 million of non-recurring items. (4) Includes a total of €147.3 million of non-recurring items. (5) Includes a total of negative €34.1 of non-recurring items.

History

The Group was formed as a result of a merger on 1 May 1999 when newspaper publisher Sanoma Osakeyhtiö, book publisher Werner Söderström Oyj - WSOY, magazine publisher Helsinki Media Company Oy and investment company Oy Devarda Ab merged to form Sanoma-WSOY Corporation (SanomaWSOY). SanomaWSOY was listed on the Helsinki Stock Exchange on 1 May 1999. In October 2008, SanomaWSOY changed its name to Sanoma Corporation.

Werner Söderström Oyj – WSOY was founded in 1878 when Mr Werner Söderström published his first book. Shares in Werner Söderström Oyj – WSOY were quoted on the Helsinki Stock Exchange between 1976 and 1999.

The businesses of Trade are structured under Rautakirja Ltd (Rautakirja). Rautakirja was established in 1910 under the name Rautatiekirjakauppa Osakeyhtiö. The founders included Sanoma Osakeyhtiö and Werner Söderström – WSOY, among others. As a result of the merger in 1999, Rautakirja became a SanomaWSOY subsidiary group as Sanoma Osakeyhtiö and Werner Söderström Osakeyhtiö (WSOY) together owned more than 50 per cent. of Rautakirja. Shares in Rautakirja were quoted on the Helsinki Stock Exchange from 1988 until 2003, when Rautakirja merged with SanomaWSOY. Rautakirja’s operations were incorporated into a new corporation with the same name, which continued as before. See “—Business of the Group—Trade” below.

Media began as Helsinki Media, whose magazines were first published by Sanoma Osakeyhtiö. In 1993, Sanoma Osakeyhtiö combined its Sanomaprint and Uudet Viestimet groups to form the Helsinki Media Division, which was incorporated at the end of the same year. In 2000, SanomaWSOY organised Helsinki Media Company Oy’s business into two new subsidiary groups: Helsinki Media Oy, which concentrated on the magazine business, and SWelcom Oy, which concentrated on electronic communications.

The internationalisation of the Group began in 2001 when SanomaWSOY acquired the consumer magazine operations of Dutch-based VNU and combined its magazine operations in its new Sanoma Magazines division (currently Media). As a result of the acquisition, the Group gained access to the Dutch, Belgian and Central and Eastern European magazine markets. The internationalisation of magazine operations continued, and in 2005, the Group expanded its operations to Russia and the Ukraine as a result of the acquisition of Independent Media Holding B.V. and its subsidiaries, which publish consumer and business magazines including internationally known titles such as Cosmopolitan and Good Housekeeping, as well as newspapers in Russia and the Ukraine.

34 The internationalisation of the Group’s educational publishing business began in 2004 when WSOY acquired Malmberg Investments B.V., a publisher focused on educational material for primary and secondary education as well as on vocational training with operations in the Netherlands and Belgium.

In 2010, the Group restructured its business operations in order to focus on its core businesses by divesting Finland’s largest cable television operator, Welho, in exchange for 21 per cent. of the issued and outstanding shares in the purchaser, DNA Ltd, a telecommunications group offering voice call, data, mobile and digital television services in Finland.

In April 2011, the Group continued to strengthen its focus on its core businesses by divesting its movie operations in Finland, Latvia, Lithuania and Estonia and its Romanian press distribution and kiosk operations.

Recent Developments

SBS Acquisition

On 20 April 2011, the Group agreed to acquire, through special purpose entities, the free-to-air television and magazine assets of SBS Broadcasting Group (SBS) in the Netherlands and Belgium (the SBS Acquisition) in a transaction with an enterprise value of €1,225 million. The Dutch Acquisition and the Belgian Acquisition (each as defined under “—Material Agreements—SBS Acquisition” below) closed on 29 July 2011 and 8 June 2011, respectively.

Tammi Learning, Bonnier Utbildning and WSOY

On 3 October 2011, the Group announced that it had completed the acquisition of the assets comprising the Tammi Learning business, an educational publisher in Finland, and all of the shares in the Swedish educational publisher Bonnier Utbildning AB from the Swedish media group Bonnier AB (Bonnier). At the same time, the Group sold its shares in WSOY, a general literature publisher in Finland, to Bonnier.

Finnish Bookstore Operations

On 30 September 2011, the Group completed the sale of its bookstore operations in Finland to Otava Ltd in a deal with an enterprise value of €27.5 million. The transaction included all shares in Suomalainen Kirjakauppa Oy, six properties used by Suomalainen Kirjakauppa Oy and Rautakirja’s and Suomalainen Kirjakauppa Oy’s shares in Kirjavälitys Oy, a company specialising in logistic services.

Reorganisation

On 1 September 2011, the Group changed its organisational structure. Prior to the reorganisation, the Group had four divisions: Sanoma Media, Sanoma News, Sanoma Literature & Learning and Sanoma Trade. As of 1 September 2011, the Group has seven strategic business units: Sanoma News, Sanoma Media Finland (formerly Sanoma Magazines Finland and Sanoma Entertainment), Sanoma Media Netherlands, Sanoma Media Russia & CEE, Sanoma Media Belgium, Sanoma Learning (formerly Sanoma Learning & Literature) and Sanoma Trade. The reorganisation did not affect the Group’s financial reporting structure and the Group will report its results of operations pursuant to its four operating segments: Media, News, Learning and Trade.

Divestment in Latvia

In October 2011, the Group announced the divestment of its ownership, 50 per cent. of the shares, in the Latvian kiosk and press distribution company Narvesen Baltija.

35 Real Estate Sale

In November 2011, the Group announced the sale of approximately 40,000 square metres of residential building rights in Finland. The total value of the transaction is €12.9 million, which will be paid in three instalments during 2011 and 2013.

Divestment of DNA

In February 2012, the Group announced that the Issuer has signed an agreement with Finda Oy, Oulu ICT Oy, PHP Liiketoiminta Oyj and Osuuskunta KPY, major shareholders of the Finnish telecommunications group DNA Ltd, to sell its entire 21.11 per cent. shareholding in DNA Ltd for a €181.5 million cash consideration to be paid at the closing of the transaction. As a result, the Issuer will book a non-recurring capital loss of some €17 million at the closing of this transaction, which is expected during March 2012.

Divestment of the Trade Assets

In August 2011, the Group announced that, as part of its strategic focus on consumer media and learning, it is looking into the possibility of divesting assets in its Trade segment.

On 5 March 2012, the Group announced that it had signed an agreement to sell its kiosk operations in Finland, Lithuania and Estonia as well as its press distribution operations in Estonia and Lithuania to the Norwegian Reitan Servicehandel AS for an enterprise value of EUR 130.7 million, including the Rautakirja trade mark. The transaction is subject to EU merger control filing and the approval is expected to be received within two months from the filing. As a result, the Issuer expects to book a non-recurring capital gain of some €80 million at the closing of this transaction.

Corporate Strategy

The Group’s strategic priorities are to:

• develop the print business;

• ensure profitable organic growth in the television business;

• ensure profitable organic growth in the learning business;

• drive cross-media and multi-channel expansion through digital media;

• streamline operating expenses and ensure financial flexibility; and

• transform the Group’s culture.

These operational priorities are set to promote innovation and ensure competitiveness.

Group Legal Structure and Significant Subsidiaries

Sanoma Corporation, business ID 1524361-1, is a public limited liability company. The Issuer was incorporated under Finnish law and registered with the Finnish Trade Register on 1 May 1999. The Issuer’s principal and registered office is located at Ludviginkatu 6-8, FI-00130 Helsinki, Finland and the telephone number of its registered office is +358 (0)105 1999. The Issuer is the parent company of the Group.

The following table sets forth the significant subsidiaries that the Issuer owned, directly or indirectly, as at 31 December 2011:

36 Group Country holding (per cent.) Media Subsidiaries Aldipress B.V. The Netherlands 100 AT Fun B.V. The Netherlands 67 Carthage I B.V. The Netherlands 67 CBO Media B.V. The Netherlands 67 Independent Media Holding B.V...... The Netherlands 100 Mood for Magazines B.V...... The Netherlands 100 Net Info.BG EAD...... Bulgaria 100 Sanoma Digital s.r.l...... Romania 95 Sanoma Digital The Netherlands B.V ...... The Netherlands 100 Sanoma Entertainment Finland Ltd...... Finland 100 Sanoma Entertainment Ltd ...... Finland 100 Sanoma Hearst Prague B.V...... The Netherlands 60 Sanoma Hearst Romania S.r.l...... Romania 65 Sanoma Image B.V...... The Netherlands 67 Sanoma Magazines Belgium N.V...... Belgium 100 Sanoma Magazines Finland Ltd...... Finland 100 Sanoma Magazines International B.V...... The Netherlands 100 Sanoma Media B.V...... The Netherlands 100 Sanoma Media Budapest Zártkörűen Működő Részvénytársaság ...... Hungary 100 Sanoma Media Praha s.r.o...... The Czech 100 Republic Sanoma Media Netherlands B.V...... The Netherlands 100 SBS Broadcasting B.V. The Netherlands 67 Suomen Rakennuslehti Oy...... Finland 60 OOO United Press...... Russia 100 Websitemaster a.s...... The Czech 100 Republic News Subsidiaries AS Sanoma Baltics...... Estonia 100 Netwheels Oy...... Finland 55.8 Oikotie Oy ...... Finland 75 Sanoma Lehtimedia Oy ...... Finland 100 Sanoma News Ltd ...... Finland 100 Sanomapaino Oy ...... Finland 100 Suorakanava Oy ...... Finland 100 Learning Subsidiaries AAC Global AB...... Sweden 100 AAC Global Ltd...... Finland 100 AAC Global UK Ltd ...... United Kingdom 100 Bookwell Real Estates Ltd...... Finland 80 Esmerk Oy ...... Finland 100 L.C.G Malmberg B.V...... The Netherlands 100 Nemzeti Tankönyvkiádo Rt ...... Hungary 99.9 Nowa Era Sp. z.o.o...... Poland 100 NTK-Perfekt Zrt...... Hungary 100 Perfekt Gazdasági Tanácsadó, Oktató és Kiadó Zrt...... Hungary 100 Sanoma Invest B.V...... The Netherlands 100 Tankönyvmester Kft...... Hungary 100 37 Group Country holding (per cent.) Uitgeverij Van In N.V...... Belgium 100 Vulcan Sp. z.o.o ...... Poland 100 Weilin+Göös Oy ...... Finland 100 Sanoma Pro Ltd...... Finland 100 Young Digital Planet S.A...... Poland 100 Trade Subsidiaries AB Lietuvos Spauda...... Lithuania 91.9 AS Rautakirja Estonia ...... Estonia 100 Pressco Trade Services (PTS) Ltd Finland 100 R-Kioski Ltd Finland 100 Rautakirja Ltd ...... Finland 100 UAB Impress Teva...... Lithuania 100 UAB Lietuvos Spaudos Vilniaus Agentura ...... Lithuania 100

Shares and Ownership

As at 31 January 2012, the Issuer had a share capital of €71,258,986.82, consisting of 162,812,093 shares. The shares are listed on the Helsinki Stock Exchange under ticker symbol SAA1V.HE, ISIN code FI0009007694. As at 31 January 2012, the Issuer had 29,093 shareholders. All shares have equal voting and other shareholder rights and carry equal entitlement to a share of the Issuer’s assets and profits.

The following table sets forth the ten largest shareholders of the Issuer that appear on the shareholder register maintained by Euroclear Finland Ltd as at 31 January 2012:

Per cent. of Number of Shares Shareholder Shares and Votes Aatos Erkko and his controlled companies: Aatos Erkko ...... 25,680,076 15.77 ...... Oy Asipex Ab...... 11,803,543 7.25 ...... Total Aatos Erkko and his controlled companies...... 37,483,619 23.02 Robin Langenskiöld ...... 12,273,371 7.54 Rafaela Seppälä...... 10,273,370 6.31 Antti Herlin and his controlled companies: Holding Manutas Oy ...... 5,720,000 3.51 Security Trading Oy ...... 975,000 0.60 Antti Herlin ...... 31,800 0.02 Total Antti Herlin and his controlled companies ...... 6,726,800 4.13 Helsingin Sanomat Foundation ...... 5,701,570 3.50 Ilmarinen Mutual Pension Insurance Company...... 4,512,795 2.77 Alfred Kordelin Foundation...... 3,165,325 1.94 Varma Mutual Pension Insurance Company...... 2,526,925 1.55 Svenska litteratursällskapet i Finland r.f...... 2,490,000 1.53 Foundation for Actors’ Old-Age Home...... 2,249,357 1.38

38 A non-Finnish shareholder may appoint an account operator (or certain other Finnish or non-Finnish organisations approved by Euroclear Finland Ltd) to act as a nominee on its behalf. Therefore, the above list does not include individual beneficial shareholders that own shares through nominees. However, each shareholder is required, without undue delay, to notify a Finnish listed company and the Finnish Financial Supervisory Authority when its voting interest in, or its ownership of, the issued share capital of such Finnish listed company reaches, exceeds or falls below 5 per cent., 10 per cent., 15 per cent., 20 per cent., 25 per cent., 30 per cent., 50 per cent. or 66.67 per cent. (2/3), calculated in accordance with the Finnish Securities Markets Act, or when it enters into an agreement or other arrangement that, when effective, leads to a crossing of any of such thresholds.

Business of the Group

Overview

The Group is divided into seven strategic business units, which are reported under four operating segments. The following chart sets forth the Group’s four operating segments and the strategic business units that comprise each operating segment:

Sanoma Corporation

Media News Learning Trade

• Sanoma Media Netherlands • Sanoma News • Sanoma Learning • Sanoma Trade • Sanoma Media Belgium • Sanoma Media Finland • Sanoma Media Russia & CEE

Charts setting forth further details of each operating segment can be found under each operating segment’s respective description below.

Media

General

Media, the Group’s largest operating segment in terms of net sales, includes magazines, online and mobile media, radio and television businesses. Media publishes consumer magazines; produces radio, television and online content; and sells advertising space. For the year ended 31 December 2011, print circulation and advertising (print and online) sales represented 46 per cent. and 40 per cent., respectively, of Media’s net sales. The remainder of Media’s net sales is derived from various sources including press distribution, licensing of brands, custom publishing, events and book sales. In 2011, the Group acquired, together with a consortium of local partners, the Dutch and Belgian free-to-air television assets of SBS and those operations are also included under Media. Media operates in 12 countries in Europe.

39 The following chart sets forth the strategic business units that comprise the Media operating segment:

Media

Sanoma Media Sanoma Media Sanoma Media Sanoma Media Netherlands Belgium Finland Russia & CEE

For the year ended 31 December 2011, Media had net sales of €1,415.8 million, or 52 per cent. of the Group’s total net sales.

The Media operating segment includes three business areas: magazines, online & mobile and radio & television.

Magazines

As at 31 December 2011, Media’s magazine portfolio contained 280 titles in 12 countries. Media’s main magazine titles include Libelle, Margriet and Veronica Magazine in the Netherlands, Libelle and Flair in Belgium, Nök Lapja in Hungary and Me Naiset in Finland. Media also licenses titles from well-known magazine brands from around the world, such as Cosmopolitan and Donald Duck, and adapts their concepts to local tastes.

Media has leveraged the success of its magazine brands with activities such as creating sister publications, creating consumer goods that use the operating segment’s magazine brands and organising events, such as the Libelle Summerweek and Margiet Winterfair. Consumer goods that carry Media’s magazine brands include: cutlery and crockery, duvet covers, decorative paint and even whole kitchens. There are also discount cards, prepaid mobile phone access and financial services, such as credit cards and bank loans that use the operating segment’s magazine brands.

Media also provides custom publishing of business to business, business to client and internal magazines for corporate customers. For example, Media publishes Blue Wings, Finnair’s in-flight magazine; MyToyota, the magazine of Toyota in the Netherlands; and Simply You, the customer magazine of Carrefour in Belgium.

Online & Mobile

Media operates online and mobile media outlets in each of the 12 countries in which it operates. These include digital counterparts of Media’s magazines, popular portals, link directories, online gaming services and informative websites that bring together supply and demand for consumer goods.

In addition, Media focuses on products for mobile phones and tablet computers such as the iPad. Media creates applications that merge editorial content with photography and video, often leveraging its experience in traditional media. For example, NU.nl, Media’s Dutch news application, is available for Android, iPhone and iPad. In Hungary, many people use Media’s applications for Profession and Olcsóbbat, Media’s recruitment and price comparison portals, respectively.

Television & Radio

Media operates multiple television channels in Finland, the Netherlands and Belgium as well as radio channels in Finland. As at 31 December 2011, Media operated three free television channels in Finland: Nelonen (the second- 40 largest commercial channel in terms of channel share and weekly reach (Source: Finnpanel Oy, 31 December 2011)), Liv (a lifestyle channel for women) and Jim (a channel aimed at urban adults). Nelonen Media also has five pay channels: sports channels Nelonen Pro 1 and Nelonen Pro 2, Nelonen Kino (movies and television series), Nelonen Maailma (documentaries) and Nelonen Perhe (family programmes). Ruutu.fi, an online catch-up television service that provides access to programming from the different Nelonen Media television channels in Finland, as well as video material related to programmes and news, is also part of Media’s radio and television portfolio in Finland.

As at 31 December 2011, Media operated two television channels in Hungary, Story4 and Story5, which incorporate Media’s Story magazine brand into television content. Media is experimenting with creating audio-visual content around media brands in other countries. For example, Cosmopolitan Video Version, which runs on the TNT television channel in Russia, is a popular show based on the magazine Cosmopolitan.

The Group acquired the Dutch and Belgian free-to-air television assets of SBS on 29 July 2011 and 8 June 2011, respectively. In the Netherlands, SBS is number two in the television advertising market (Source: MediaXim). The Dutch operations of SBS currently include three television channels: SBS 6, a family-oriented channel; NET5, a channel targeted at women; and Veronica, a channel targeted at men. SBS Netherlands also publishes television guides Veronica Magazine and Totaal TV (the Dutch Business). In 2011, SBS had a 30.1 per cent. share of the television advertising market in the Netherlands (Source: MediaXim). In 2011, SBS had a 22.9 per cent. viewing share in the Netherlands (Source: Stichting KijkOnderzoek, 18:00–24:00, 20–49 year olds). With the addition of the Dutch Business to its existing assets, Media increased its presence in the Netherlands, with a broad portfolio of magazines, television and online assets.

In Belgium, SBS operates in the Flemish-speaking market, where it was number two in the television advertising market (Source: MediaXim). SBS’s Belgian operations include two television channels: VT 4, a channel providing young, family-oriented, local content, and VIJFTV, a channel targeted at women (the Belgian Business), which together had a 29.5 per cent. share of the Flemish-speaking television advertising market in 2011 (Source: MediaXim) and a 15.2 per cent. viewing share (Source: CIM-TV Live, primetime, 18–54 year olds). SBS’s operations in the Nordic countries were carved out from the acquired business prior to closing.

As at 31 December 2011, Media’s radio portfolio consisted of two stations operated by Nelonen Media. Radio Rock is a rock radio station in Finland and has a particular following among male listeners. Radio Aalto is a radio station targeted at 25-44 years old people.

News

General

News is the largest newspaper publisher in Finland in terms of circulation (Source: Finnish Audit Bureau of Circulations, 2011). Its products reach approximately 88 per cent. of the Finnish population and approximately 95 per cent. of people in Finland’s capital region (Source: TNS Atlas, January – June 2011). In addition to Helsingin Sanomat, the largest daily in the Nordic region in terms of circulation (Source: European Journalism Centre), News publishes Ilta-Sanomat, the largest tabloid in Finland in terms of newsstand sales; free sheets Metro and Vartti, which together reach 739,000 readers per week; and other publications (Sources: Finnish Audit Bureau of Circulations and TNS Atlas, January-June 2011). News’s newspaper titles also include regional dailies in southeastern Finland.

News’s websites Iltasanomat.fi and HS.fi, the Helsingin Sanomat online service, are among the top ten websites in Finland in terms of visitors (Source: TNS Gallup Oy, week ended 5 February 2012). News also incorporates several Finnish online auction and classified advertisement marketplaces, and has digital operations in the Baltic region. News’s Finnish websites reach over 2.9 million unique web users a week, or approximately 80 per cent. of 15–69 year old Finns (Source: TNS Atlas, January 2012).

News also includes Radio Helsinki, a local radio station in the Helsinki metropolitan area. News’s total portion of the advertising market in Finland is 17.4 per cent. of the entire media market (Source: TNS Gallup, January – December 2011).

41 The following chart sets forth News’s business areas:

News

Helsingin Ilta-Sanomat Sanoma Sanoma Sanoma Digital Sanoma Data Sanomat Lehtimedia Kaupunkilehdet Finland (IT operations)

Sanomapaino

For the year ended 31 December 2011, News had net sales of €435.8 million, or 16 per cent. of the Group’s total net sales.

Learning

General

Learning provides learning materials and solutions as well as language and business information services in 14 countries in Europe and Asia.

The following chart sets forth Learning’s business areas:

Learning

Learning Other businesses

For the year ended 31 December 2011, Learning had net sales of €343.1 million, or 12 per cent. of the Group’s total net sales.

Learning

Learning publishes a wide range of educational material in printed and digital format for preschool children and for primary and secondary education. The business unit also produces materials for adult, vocational and university education as well as training for teachers and other professionals. Learning offers both personalised learning content and teacher workflow solutions to its customers. School management systems, which facilitate the administrative workflows in schools, are also part of Learning’s offerings.

Digital learning and teaching solutions are a growing part of Learning’s offerings. For example, in Finland, the internet-based “Opit” service for schools combines a digital learning environment and high quality content. In the Netherlands, Learning’s latest generation teaching methods support teachers and students by implementing personalised learning. Learning’s teaching methods are designed to enable teachers to anticipate differences in the

42 learning paces and styles of their students to ensure greater learning efficiency and better results. In addition, Learning’s Young Digital Planet S.A. (YDP) provides e-learning solutions, including educational e-learning content for various disciplines, state-of-the-art educational technologies and services on demand, in Poland.

On 29 April 2011, the Group announced that it will acquire the assets comprising the Tammi Learning business and Bonnier Utbildning AB. The transaction was completed on 3 October 2011. For more information on this transaction, see “—Recent Developments—Tammi Learning, Bonnier Utbildning and WSOY” above.

As at 31 December 2011, Learning’s learning business operations consisted of Malmberg in the Netherlands, Van In in Belgium, Sanoma Pro in Finland, NTK-Perfekt in Hungary, YDP and Nowa Era in Poland, Sanoma Utbildning in Sweden and Sanoma Learning Russia in Russia.

Other Businesses

Learning’s Other businesses consists of language services, business information services, book printing and logistic services. AAC Global is a provider of globalisation services. It offers language support for customers who need to ensure that their product or marketing-related content is current and available in multiple languages, or that their personnel have the required skills and competencies to communicate with people in foreign languages and from foreign cultures. AAC Global’s comprehensive services portfolio includes translation, localisation, terminology management and documentation services as well as training in languages, communication and international management skills. AAC Global operates in Finland, Sweden, Denmark, Norway, the United Kingdom, Russia and China. Esmerk is a provider of tailored current awareness services and media monitoring services in Northern Europe to support the communication and business intelligence needs of its customers. Esmerk operates in Finland, Sweden, the United Kingdom, France, Germany, Russia and Malaysia.

Bookwell is a book printer that produces and markets quality book printing services in Scandinavia, Great Britain, Germany, the Netherlands, Switzerland, Russia and the Baltic states. In 2011, €15.6 million books were printed in the company’s production units.

Trade

General

Sanoma Trade’s businesses are kiosk operations and trade services. On 1 October 2011, the former Rautakirja Group was demerged into four companies wholly-owned by Sanoma Corporation: R-kioski Ltd, Pressco Trade Services (PTS) Ltd, Rautakirja Ltd and Kiinteistö Oy Ärrävaara. R-kioski Ltd operates Trade’s kiosk business and Pressco Trade Services (PTS) Ltd its trade services business. Rautakirja operates in three countries: Finland, Estonia and Lithuania.

The following chart sets forth Trade’s business areas:

Trade

Kiosk Operations Trade Services

For the year ended 31 December 2011, Trade’s net sales amounted to €597.0 million, or 22 per cent. of the Group’s total net sales.

43 Kiosk Operations

Finland

R-Kioskis form a nationwide centrally-managed chain of kiosks and convenience store outlets in Finland, offering basic consumer and entertainment goods and services. As at 31 December 2011, there were 651 R-Kioskis in Finland.

R-Kioski’s key competitive advantages include proximity to consumers, easy access, a diverse product assortment and personal service. The product mix is focused on betting and lottery products (such as lottery and pools coupons and instant lottery tickets), public transportation tickets, newspapers and magazines, chocolates and other confectionery, cigarettes and tobacco, and beverages. In recent years, there has been an expansion of the range of goods and services in the direction of a convenience assortment, as well as new services such as pay-a-bill and municipal services. At the same time, the average kiosk size has increased and the opening hours have become longer to match the changing needs of consumers. The R-Kioski concept is currently undergoing a renewal process and approximately 10 per cent. of the outlets have already been renovated.

Baltic Countries

AS Rautakirja Estonia is R-Kioski Ltd’s wholly-owned subsidiary in Estonia. As at 31 December 2011, there were 111 R-Kiosks in Estonia.

UAB Lietuvos Spaudos Vilniaus Agentura, a wholly-owned subsidiary of R-Kioski Ltd, operates kiosks in Lithuania under the name of Lietuvos Spauda. As at 31 December 2011, there were 288 Lietuvos Spauda kiosks in Lithuania.

Trade Services

Finland

Trade’s trade services in Finland are conducted through Pressco Trade Services (PTS) Ltd which is divided into Lehtipiste’s press distribution and Lehtipiste marketing services.

Lehtipiste press distribution unit is a marketing and distribution organisation for newsstand copies of Finnish and foreign newspapers and magazines. As at 31 December 2011, Lehtipiste was the largest principal wholesaler in Finland in terms of number of titles, with approximately 2,000 titles delivered to approximately 7,100 retail points throughout the country. As at 31 December 2011, Lehtipiste worked in close cooperation with approximately 450 publishers, both in Finland and abroad, whose products it distributes annually. Furthermore, it specialises in marketing logistics offering also a full range of services related to mailing, packaging, materials administration and purchases.

Printcenter offers a full complement of below-the-line merchandising services including developing marketing campaigns, organising and conducting product demonstrations and other special presentations, production and distribution of marketing materials, and sales of marketing materials such as selling racks. Printcenter provides a variety of distribution channels for marketing materials and services that enable its clients to increase their visibility and viability of retail sales.

Baltic Countries

Lehepunkt, a subsidiary of Pressco Trade Services (PTS) Ltd, is a magazine wholesale and distribution company in Estonia. As at 31 December 2011, Lehepunkt delivered 1,100 titles to approximately 1,370 retail points throughout Estonia.

UAB Impress Teva, a subsidiary of Pressco Trade Services (PTS) Ltd, is a press distribution company in Lithuania. As at 31 December 2011, UAB Impress Teva delivered 2,320 titles to approximately 1,140 retail points throughout Lithuania. 44 Bookstores

Estonia

AS Rautakirja Estonia operates the Apollo bookstore chain in Estonia. As at 31 December 2011, the company operated ten Apollo bookstores and the web portal www.apollo.ee.

Employees

As at 31 December 2011, the Group had a total of 13,646 FTE employees. The following table sets forth the number of FTE employees of each of the Group’s operating segments and of the Issuer as at the dates indicated:

As at 31 December 2011 2010 2009

Media...... 5,844 5,419 5,867 News...... 2,025 2,016 2,306 Learning...... 2,489 2,656 2,745 Trade...... 3,110 5,149 5,725 Issuer ...... 178 165 80 Total ...... 13,646 15,405 16,723

The Group believes that its relationship with its employees and the unions representing its employees is good. Some of the Group’s employees in Finland and elsewhere are also represented by external labour unions. Applicable legislation in certain key countries in which the Group operates restricts maintaining records of union participation.

Material Agreements

SBS Acquisition

On 20 April 2011, the Group agreed to acquire, together with a consortium of local partners, the free-to-air television assets of SBS in the Netherlands (the Dutch Acquisition) and in Belgium (the Belgian Acquisition). The Dutch Acquisition and the Belgian Acquisition were completed on 29 July 2011 and 8 June 2011, respectively.

In connection with the Dutch Acquisition, the Group acquired a majority interest of 67 per cent., while its partner Talpa Broadcasting Holding B.V. (Talpa Broadcasting), an intermediary holding company of television entrepreneur John de Mol, acquired a minority interest of 33 per cent. In connection with the Belgian Acquisition, the Group acquired a minority interest of 33.3 per cent., while its partners, Corelio Publishing NV (Corelio), a newspaper and publishing group, and Waterman & Waterman Comm. VA (W&W), a partnership of Wouter Vandenhaute and Erik Watté, founders of the Belgian television production company Woestijnvis NV (Woestijnvis), each also acquired a minority interest of 33.3 per cent.

The enterprise value of the SBS Acquisition was €1,225 million, of which approximately €1,050 million was attributable to the Dutch Acquisition and approximately €175 million to the Belgian Acquisition. The Group financed the SBS Acquisition with external borrowings of €859 million and certain asset transfers.

Dutch Acquisition

A special purpose entity, Sanoma Image B.V. (Sanoma Image), was created to acquire the Dutch Business. The Group owns 67 per cent. of the equity in Sanoma Image and Talpa Broadcasting owns the remaining 33 per cent. The Issuer consolidates Sanoma Image fully into its financial statements, with a minority interest being deducted.

45 Sale and Purchase Agreement

On 20 April 2011, SBS Nederland B.V. (SBS Nederland), SBS Broadcasting Europe B.V. (SBS Broadcasting Europe), Sanoma Image and ProSiebenSat.1 Media AG (P7S1) entered into a Sale and Purchase Agreement (the Dutch SPA) for the Dutch Business. The purchase price for the Dutch Business was paid with external borrowings under the financing agreements discussed under “—Financing Agreements” below. The Dutch Acquisition closed on 29 July 2011.

Shareholders’ Agreement

On 28 July 2011, the Issuer, Talpa Broadcasting, Talpa Holding N.V. (owner of Talpa Broadcasting, but not a shareholder of Sanoma Image) and Sanoma Image entered into a Shareholders’ Agreement regarding shareholding in Sanoma Image (the Dutch SHA). The Issuer’s representatives form a majority on the Sanoma Image’s management and supervisory boards. According to the Dutch SHA, five members of the Supervisory Board (including the Chairman) are appointed based on the binding nomination of the Issuer and three are appointed based on the binding nomination of Talpa. As regards the management board, the CEO, the CFO and the Commercial Director are appointed based on the binding nomination of the Issuer (after consultation with Talpa) and the Program Director is appointed based on the binding nomination of Talpa (after consultation with Sanoma). Certain actions by Sanoma Image require the approval of each of the shareholders.

As Talpa Holding and its affiliates produce television content and formats, the parties have agreed on Talpa Holding’s and its affiliates’ right to access Sanoma Image’s platform in order to broadcast certain content, which rights are subject to certain limitations. Subject to certain exceptions, shares in Sanoma Image are subject to a lock-up period that expires on 31 December 2015. In addition, the Dutch SHA includes provisions regarding exit rights of the parties and certain restrictions on pursuing certain television service opportunities in the Netherlands.

Belgian Acquisition

De Vijver NV (De Vijver) acquired the Belgian Business and the Issuer, Corelio and W&W each own 33.3 per cent. of the shares in De Vijver. In addition to the Belgian Business, De Vijver owns Woestijnvis, a leading television production company in Flanders, Belgium, and the weekly magazine Humo. The Issuer’s interest in De Vijver is included in its consolidated financial statements through proportional line-by-line consolidation.

Sale and Purchase Agreement

On 20 April 2011, SBS Nederland, SBS Broadcasting Europe, De Vijver and P7S1 entered into a Sale and Purchase Agreement (the Belgian SPA) for the Belgian Business. The Belgian Acquisition closed on 8 June 2011. The purchase price for the Belgian Business was paid with a combination of external borrowings under the financing agreements discussed under “—Financing Agreements” below and certain asset transfers.

Shareholders’ Agreement

On 7 June 2011, the Issuer, Corelio, W&W and De Vijver entered into a Shareholders’ Agreement regarding shareholding in De Vijver (the Belgian SHA). Pursuant to the Belgian SHA, each shareholder has a right to nominate directors on De Vijver’s board of directors. Subject to certain exceptions, resolutions of the board of directors cannot be adopted without the approval of at least one director nominated by each of the Issuer, Corelio and W&W. Subject to certain exceptions, shares in De Vijver are subject to a lock-up period that expires on 6 June 2016. In addition, the Belgian SHA includes provisions regarding exit rights of the parties and certain restrictions on pursuing certain opportunities relating to magazines in Belgium.

46 Financing Agreements

General

Financing for the Dutch Acquisition included third-party borrowing by the Issuer and Sanoma Image (subsequently pushed down to SBS Broadcasting B.V.). The Belgian Acquisition was primarily financed by debt taken on by De Vijver. No member of the Group is a party to De Vijver’s financing arrangements and such arrangements impose no restrictions on the Group. In addition, a portion of the Issuer Term Facility was used to finance the Belgian Acquisition as discussed under “—Borrowing by the Issuer—Issuer Term Facility” below.

Borrowing by the Issuer

On 19 April 2011, the Issuer entered into a €522.0 million syndicated term loan facility (the Issuer Term Facility) in connection with the financing of the SBS Acquisition and into a €250.0 million bridge loan facility (the Bridge to Bond Facility) in connection with the financing of the Dutch Acquisition.

Issuer Term Facility

Pursuant to the terms of the €522.0 million syndicated term loan facility (the Issuer Term Facility), more than 90 per cent. of the loan was allocated to the financing of the Dutch Acquisition and less than 10 per cent. was allocated to the financing of the Belgian Acquisition. The interest margin on the Issuer Term Facility depends on the ratio of consolidated total net borrowings to consolidated EBITDA for the Group. The principal will be repaid in instalments, with a principal payment of €182.7 million (subject to adjustment upon any prepayment) due on the termination date in April 2016.

The Issuer Term Facility contains covenants requiring the Issuer to make prepayments under the facility in agreed amounts upon the occurrence of specified events, including prepayment of certain other indebtedness relating to the SBS Acquisition, sale of certain assets by the Group, transfer of certain funds by Sanoma Image or De Vijver to the Issuer, receipt of proceeds from certain debt offerings by the Group and receipt of proceeds from any claims under the Dutch SPA or the Belgian SPA. The Issuer Term Facility also contains financial covenants relating to the ratios of (i) total equity (including minority interests) to total assets and (ii) total net borrowings to EBITDA for the Group. The Issuer Term Facility also contains certain customary operational covenants, a negative pledge, representations and warranties and customary events of default.

Bridge to Bond Facility

The Issuer entered into the Bridge to Bond Facility to secure partial financing for the Dutch Acquisition until it receives the proceeds from the offering of the Notes. The Issuer is required to make a prepayment on the Bridge to Bond Facility equal to the net proceeds the Issuer receives from the offering of the Notes, up to the outstanding balance of the Bridge to Bond Facility. The interest margin on the Bridge to Bond Facility is fixed, with certain agreed adjustments. The scheduled termination date of the Bridge to Bond Facility is 31 December 2012 and no principal payments are provided for before that date, other than pursuant to the prepayment provision. The Bridge to Bond Facility includes financial covenants relating to the ratios of (i) total equity (including minority interests) to total assets and (ii) total net borrowings to EBITDA for the Group. The Bridge to Bond Facility also contains certain customary operational covenants, a negative pledge, representations and warranties and customary events of default.

Borrowing by SBS Broadcasting

On 19 April 2011, Sanoma Image entered into a €132.0 million credit facility (the SBS Credit Facility), which consists of a €87.0 million term loan facility (the SBS Term Facility) to provide financing for the Dutch Acquisition and a €45.0 million revolving credit facility (the SBS Revolving Facility) to provide working capital for Sanoma Image and its subsidiaries (the Sanoma Image Group). The entire outstanding indebtedness under the SBS Term Facility was subsequently, on 30 November 2011, pushed down from Sanoma Image to SBS Broadcasting B.V.

47 Originally, Sanoma Image was the sole borrower and guarantor under the SBS Credit Facility. On 25 October 2011, in accordance with the terms of the SBS Credit Facility, each of the four target companies of the Dutch Acquisition acceded to the SBS Credit Facility, SBS Broadcasting B.V. as an additional borrower and each of SBS Broadcasting B.V., Carthage I B.V., CBO Media B.V. and AT Fun B.V. as additional guarantors. Further, on 30 November 2011, the entire outstanding indebtedness under the SBS Term Facility was pushed down from Sanoma Image to SBS Broadcasting B.V. The interest margin on the SBS Credit Facility depends on the ratio of consolidated total net borrowings to consolidated EBITDA for the Sanoma Image Group. For the SBS Term Facility, the principal will be repaid in instalments, with a principal payment of €35.0 million (subject to adjustment upon any prepayment) due on the termination date in 19 April 2016.

The terms of the SBS Credit Facility require certain agreed prepayments under the facility to be made upon occurrence of certain events, including prepayment of certain other indebtedness relating to the SBS Acquisition, sale of certain assets by the Group and receipt of proceeds from any claims under the Dutch SPA or the Belgian SPA. In addition, each lender may demand prepayment if the Group ceases to control Sanoma Image. The SBS Credit Facility also includes financial covenants relating to the ratios of (i) total equity (including minority interests) to total assets and (ii) total net borrowings to EBITDA for the Sanoma Image Group. The SBS Credit Facility also contains certain customary operational covenants, a negative pledge, representations and warranties and customary events of default.

Revolving Loan Facility

On 27 August 2007, the Issuer entered into a €802.0 million syndicated revolving loan facility (the Revolving Loan Facility) to obtain financing for general corporate and working capital purposes and to refinance part of the Group’s debt. The interest margin on amounts drawn down on the Revolving Loan Facility depends on the ratio of consolidated total net borrowings to consolidated EBITDA for the Group. The final maturity date for €140 million of the Revolving Loan Facility is 27 August 2012, and 27 August 2013 for the remaining €662 million. The Revolving Loan Facility contains financial covenants relating to the ratios of (i) total equity (including minority interests) to total assets and (ii) total net borrowings to EBITDA for the Group. The Revolving Loan Facility also contains certain customary operational covenants, a negative pledge, representations and warranties and customary events of default.

48 BOARD OF DIRECTORS AND MANAGEMENT AND AUDITORS General

Pursuant to the provisions of the Finnish Companies Act and the Issuer’s Articles of Association, responsibility for the control and management of the Issuer is divided between the General Meeting of shareholders, the Board of Directors and the President and Chief Executive Officer (CEO). Shareholders participate in the control and management of the Issuer through resolutions passed at General Meetings of shareholders. General Meetings of shareholders are generally convened upon notice given by the Board of Directors. In addition, General Meetings of shareholders are held when requested in writing by an auditor of the Issuer or by shareholders representing at least one-tenth of all outstanding shares in the Issuer.

The business address of the members of the Board of Directors, the President and CEO and the members of the Executive Management Group (the EMG) is c/o Sanoma Corporation, Ludviginkatu 6–8, FI-00130 Helsinki, Finland.

Board of Directors

The Board of Directors is, by virtue of the Finnish Limited Liability Companies Act, responsible for the Issuer’s administration and for the appropriate organisation of its operations as well as the appropriate arrangement of the control of the Issuer’s accounts and finances. The duties and responsibilities of the Board of Directors are defined on the basis of the Finnish Companies Act, other applicable legislation and the Issuer’s Articles of Association. The Board of Directors consists of between five and eleven members, who are elected to three-year terms. The terms of directors are arranged so that approximately one third of the Issuer’s directors are up for re-election at each Annual General Meeting of shareholders. The Board of Directors has general authority over all matters where neither law nor the Issuer’s Articles of Association stipulate that a matter should be decided or performed by other bodies. In addition, the Board of Directors must act in the Issuer’s and its shareholders’ interests in all circumstances and guide the Issuer’s operations with a view to generating maximum enduring added value to shareholders without neglecting other interest groups.

The 2011 Annual General Meeting of shareholders of the Issuer, held on 5 April 2011, set the number of members of the Board of Directors at ten. The following table sets forth the members of the Board of Directors as at the date of this Prospectus:

Year appointed Current Name Position Year born to the board term ends Jaakko Rauramo...... Chairman 1941 1999 2012 Sakari Tamminen ...... Vice Chairman 1953 2003 2012 Annet Aris...... Member 1958 2009 2012 Jane Erkko ...... Member 1936 1999 2014 Antti Herlin...... Member 1956 2010 2013 Sirkka Hämäläinen-Lindfors...... Member 1939 2004 2013 Seppo Kievari...... Member 1943 2003 2013 Nancy McKinstry ...... Member 1959 2011 2014 Rafaela Seppälä ...... Member 1954 2008 2014 Kai Öistämö ...... Member 1964 2011 2014

Nine of the ten members of the Board of Directors (Annet Aris, Jane Erkko, Antti Herlin, Sirkka Hämäläinen- Lindfors, Seppo Kievari, Nancy McKinstry, Rafaela Seppälä, Sakari Tamminen and Kai Öistämö) are non-executive directors independent of the Issuer. Of those nine members, eight (Annet Aris, Rafaela Seppälä, Antti Herlin, Sirkka Hämäläinen-Lindfors, Seppo Kievari, Nancy McKinstry, Sakari Tamminen and Kai Öistämö) are also independent of major shareholders as stipulated in the Finnish Corporate Governance Code.

49 Jaakko Rauramo has been the Chairman of the Board of Directors of the Issuer since 2001 and a member of the Board of Directors since 1999. Mr Rauramo joined the Group in 1966 and served as Chairman and CEO of SanomaWSOY between 2001 and 2005; President and CEO of SanomaWSOY between 1999 and 2001; President of Sanoma Osakeyhtiö between 1984 and 1999; member of the Sanoma Osakeyhtiö Board of Directors between 1979 and 1999; Executive Vice President of Sanoma Osakeyhtiö and General Manager at the Newspaper division between 1976 and 1984; and General Manager of Sanomaprint between 1971 and 1976. Mr Rauramo holds a Master of Science degree in Technology and an honorary Doctor of Science degree in Technology.

Sakari Tamminen has been the Vice Chairman of the Board of Directors of the Issuer since 2009 and a member of the Board of Directors since 2003. He has been the President and CEO of Rautaruukki Corporation since 2004. Mr Tamminen is also the Chairman of the Board of Directors of Varma Mutual Pension Insurance Company, where he has served as a member of the Board of Directors since 2008. Between 1999 and 2003, Mr Tamminen held various positions with Metso Corporation, including Senior Vice President and CFO, Executive Vice President and Chief Financial Officer (CFO) and Deputy to the President and CEO. Prior to joining Metso, Mr Tamminen served as Executive Vice President and CFO, and Senior Vice President and Chief Financial and Accounting Officer of Rauma Oy; Vice President, Finance of Rauma-Repola Oy’s Engineering Industry; and Financial Manager of Metal Industry division of Oy W. Rosenlew Ab. Mr Tamminen holds a Master of Science degree in Economics.

Annet Aris has been a member of the Board of Directors of the Issuer since 2009. Ms Aris is a member of the Board of Directors of Hansa Heemann AG, where she has served as Vice Chairman since 2004, and is a member of the Supervisory Board of V-Ventures BV, where she has served since 2010, and ASR Nederland NV, where she has served since 2010. Since 2011, she is also a member of the Board of Directors of Jungheinrich AG, Kable Deutschland AG and Tomorrow Focus AG. Ms Aris has served as Adjunct Professor of Strategy and Management at INSEAD since 2003, and since 2004, she has been a Visiting Professor at multiple European universities. Between 1985 and 2003, she held various positions with McKinsey & Co. Ms Aris holds a Master of Science degree in Land Planning and Operations Research and a Master of Business Administration degree.

Jane Erkko has been a member of the Board of Directors of the Issuer since 1999. She served as member of the Board of Directors of Sanoma Osakeyhtiö between 1990 and 1999 and as Vice Chairman of the Board of Directors of Helsinki Media Company Oy between 1995 and 1999. Ms Erkko is also a member of the Board of Directors of Oy Asipex Ab.

Antti Herlin has been a member of the Board of Directors of the Issuer since 2010. He has been the Chairman of the Board of Directors of Kone Corporation since 2003. Mr Herlin was Deputy Chairman of the Board of Directors of Kone Corporation between 1996 and 2003 and CEO of Kone Corporation between 1996 and 2006. He first joined the Board of Directors of Kone Corporation in 1991. Mr Herlin is also a member of the Board of Directors of the following companies: Holding Manutas Oy (Chairman) since 2003; Security Trading Oy (Chairman) since 2005; Solidium Oy since 2008; and YIT Corporation since 2004. He has also been the Vice Chairman of the Supervisory Board of Ilmarinen Mutual Pension Insurance Company since 2004. Mr Herlin holds two honorary Doctor of Science degrees in Economics and an honorary Doctor of Arts degree in Art and Design.

Sirkka Hämäläinen-Lindfors has been a member of the Board of Directors of the Issuer since 2004. She currently serves as the Vice Chairman of the Board of Directors of Kone Corporation, where she has served as a member of the Board of Directors since 2004. Previously, Ms Hämäläinen-Lindfors served as a member of the Board of Directors of Investor AB between 2004 and 2011. She served as member of the Executive Board of the European Central Bank between 1998 and 2003 and as Governor and Chairman of the Board of the Bank of Finland between 1992 and 1998. Ms Hämäläinen-Lindfors holds a Doctor of Science degree in Economics and an honorary Doctor of Science degree in Economics and Business Administration.

Seppo Kievari has been a member of the Board of Directors of the Issuer since 2003. Previously, Mr Kievari served as President of Sanoma Osakeyhtiö between 1999 and 2004; Publisher of Sanoma Osakeyhtiö’s newspapers between 1994 and 2004; Executive Vice President of Sanoma Osakeyhtiö between 1991 and 1999; and Senior Editor-in-Chief of Helsingin Sanomat between 1985 and 1989. He joined Sanoma Osakeyhtiö in 1966. Mr Kievari is also a member of the Board of Directors of Hämeen Sanomat Oy.

50 Nancy McKinstry has been a member of the Board of Directors of the Issuer since 2011. She has served as CEO of Wolters Kluwer n.v. since 2003 and has been a member of the Executive Board of Wolters Kluwer n.v. since 2001. Previously, Ms McKinstry served as CEO of Wolters Kluwer n.v.’s operations in North America and in various senior management positions with Wolters Kluwer Group. She has also served as CEO of SCP Communications Inc. and in managerial positions with Booz Allen Hamilton. Ms McKinstry is also a member of the Board of Directors of Telefonaktiebolaget LM Ericsson, where she has served since 2004. Ms McKinstry holds a Bachelor of Arts degree in Economics, a Master of Business Administration degree in Finance and Marketing and an honorary Doctor of Laws degree.

Rafaela Seppälä has been a member of the Board of Directors of the Issuer since 2008. Previously, Ms Seppälä served as President of Lehtikuva Oy between 2001 and 2004; member of the Board of Directors of SanomaWSOY between 1999 and 2003; member of the Board of Directors of Sanoma Osakeyhtiö between 1994 and 1999; and Project Manager at Helsinki Media Company Oy between 1994 and 2000. Ms Seppälä holds a Master of Science degree in Journalism.

Kai Öistämö has been a member of the Board of Directors of the Issuer since 2011. He currently serves as Executive Vice President, Chief Development Officer and member of the Leadership Team of Nokia Corporation. Previously, Mr Öistämö served as Executive Vice President of Nokia Devices between 2007 and 2010; Executive Vice President and General Manager of Nokia Mobile Phones between 2005 and 2007; Senior Vice President of Business Line Management of Nokia Mobile Phones between 2004 and 2005; Senior Vice President of Mobile Phones Business Unit of Nokia Mobile Phones between 2002 and 2003; Vice President of TDMA/GSM 1900 Product Line of Nokia Mobile Phones between 1999 and 2002; Vice President of TDMA Product Line between 1997 and 1999; and in various technical and managerial positions in Nokia Consumer Electronics and Nokia Mobile Phones between 1991 and 1997. He was also a member of the Board of Directors of NAVTEQ Corporation, where he served between 2010 and 2011, and he was a member of the Board of Directors of Nokian Tyres plc between 2008 and 2011. Mr Öistämö holds a Master of Science degree in Engineering and a Doctor of Technology degree.

President and CEO

The Board of Directors nominates the President and CEO, who is responsible for managing the Issuer in accordance with the Finnish Companies Act and instructions provided by the Board of Directors.

The President and CEO reports to the Board of Directors and keeps the Board of Directors informed about the Issuer’s business, including information about relevant markets and competitors, as well as the Issuer’s financial position and other significant matters. The President and CEO is also responsible for overseeing the Issuer’s day-to-day administration and ensuring that the financial administration of the Issuer has been arranged in a reliable manner. The President and CEO is assisted by the EMG. Harri-Pekka Kaukonen has served as President and CEO since 1 January 2011.

Executive Management Group

The EMG supports the President and CEO in his duties in coordinating the Group’s management, approving Group- level guidelines and preparing matters to be discussed at meetings of the Board of Directors. Matters addressed by the President and CEO and the EMG include the strategic direction of the Group, organisational and management issues, certain investments, development projects, operational plans and internal control and risk management systems.

51 The following table sets forth the members of the EMG as at the date of this Prospectus:

Year appointed to Name Position Year born the EMG Harri-Pekka Kaukonen ...... President and CEO, Sanoma Corporation 1963 2011 Jacqueline Cuthbert ...... Chief Human Resources Officer, the Group 1966 2011 Jacques Eijkens ...... CEO of Sanoma Learning 1956 2006 Heike Rosener ...... CEO of Sanoma Media Russia & CEE 1969 2012 Aimé van Hecke...... CEO of Sanoma Media Belgium 1959 2011 Kim Ignatius ...... CFO, the Group 1956 2008 John Martin...... Chief Digital Officer, the Group 1970 2011 Dick Molman ...... CEO of Sanoma Media Netherlands 1954 2011 Anu Nissinen...... CEO of Sanoma Media Finland 1963 2011 Pekka Soini ...... CEO of Sanoma News 1957 2010

Harri-Pekka Kaukonen has been the President and CEO of the Group and Chairman of the EMG since 2011. Previously, Mr Kaukonen served as CFO of Fazer between 2003 and 2007; Executive Vice President, Head of Division of Fazer Russia and Head of Group Strategy and M&A between 2007 and 2009; Executive Vice President, Managing Director of Fazer Bakeries & Confectionery Business Area in 2010; and in various other positions, including as Partner at McKinsey & Company between 1992 and 2003. Mr Kaukonen is also Deputy Chairman of the Board of Directors of Evli Bank Plc. Mr Kaukonen holds a Master of Science degree in Technology and a Doctor of Science degree.

Jacqueline Cuthbert has been the Chief Human Resources Officer of the Group and a member of the EMG since 1 July 2011. Ms Cuthbert served Royal DMS N.V. between 2002 and 2011 as Senior Vice President, Global Culture Change; Vice President, Organisation Effectiveness; and Chief Learning Officer. Prior to that, she served in several executive human resource management positions (e.g., at Unisys Corporation between 1997 and 2000, Credit Suisse First Boston between 1995 and 1997 and Sainsbury’s plc between 1988 and 1995). Ms Cuthbert holds a Bachelor of Arts (Honours) degree in Business Studies and German.

Jacques Eijkens, the CEO of Sanoma Learning, has been a member of the EMG and head of Sanoma Learning since 2006. Previously, Mr Eijkens served as CEO of Malmberg Investments B.V. between 2001 and 2004; CEO of Educational Information Group (then part of VNU) between 1998 and 2001; and in various management and marketing functions at Malmberg B.V. between 1981 and 1998. Mr Eijkens holds a Bachelor of Science degree in Economics.

Heike Rosener has been the CEO of Sanoma Media Russia and CEE and a member of the EMG since 1 February 2012. Ms Rosener holds a Master of Arts degree in Slavonic and German languages and literature. Previously, Ms Rosener served as CEO at Bertelsmann Media Polska between 2002 and 2011; CEO of the Polish consumer book company Swiat Ksiazki between 2002 and 2011; Independent strategy consultant between 2001 and 2002; CEO of Tax and Law Publishing at WEKA GmbH between 1999 and 2000; and Managing Director Professional Information Poland and assistant to board member at Bertelsmann AG between 1992 and 1998. Ms Rosener is currently a board member of Young Presidents Organisation Poland (non-profit).

Aimé Van Hecke, the CEO of Sanoma Media Belgium, has been the CEO of Sanoma Magazines Belgium since 2007 and a member of the EMG since 1 September 2011. Mr Van Hecke served as the General Director Television of the VRT, the public radio and television broadcaster in the Flemish-speaking part of Belgium, between 2003 and 2006. In 1991, he founded a consultancy company in marketing innovations and media management, which consulted to the VRT, among other clients. Mr Van Hecke has also served as the Publisher at Het Nieuwsblad/De Gentenaar, the second largest Belgian newspaper, between 1987 and 1990. Mr Van Hecke holds a Master of Economic Sciences degree in Trade and Financial Sciences.

52 Kim Ignatius has been the CFO of the Group and a member of the EMG since 2008. Previously, Mr Ignatius served as Executive Vice President and CFO of TeliaSonera between 2000 and 2008 and CFO and a member of the Executive Board of Tamro Corporation between 1997 and 2000. He is a member of the Board of Directors of Millicom International Cellular S.A. Mr Ignatius holds a Bachelor of Science degree in Economics.

John Martin has been the Chief Digital Officer of the Group and member of the EMG since 1 September 2011. Previously, he served as the Chief Operating Officer of Learning and member of the Management Board of Sanoma Learning & Literature (currently Sanoma Learning) between 2009 and 2011. Prior to joining Sanoma he was an independent consultant on online media, focusing on private equity clients. Mr Martin has served as Chief Commercial Officer in the Executive Board of Swets Information Services between 2004 and 2006 and Managing Director of Swets & Zeitlinger Publishers between 2001 and 2003. Mr Martin holds a Doctor of Philosophy degree in Molecular Biology.

Dick Molman, the CEO of Sanoma Media Netherlands, has been the CEO of Sanoma Uitgevers since 2006 and member of the EMG since 1 September 2011. Between 1975 and 2001, Mr Molman served in various positions at the Dutch media company VNU, including as the CEO of VNU Exhibitions Europe between 2002 and 2006; Managing Director of VNU subsidiary Admedia between 1995 and 1998; Managing Director of VNU subsidiary Veldhuis, a niche publishing company, between 1991 and 1995; and Publishing Director of VNU’s youth magazines between 1982 and 1991. Mr Molman holds a degree in Business Administration.

Anu Nissinen has been the CEO of Sanoma Media Finland and a member of the EMG since 1 September 2011. Since 2008, she has been the President of Sanoma Entertainment, in charge of the Finnish broadcasting business of Nelonen Media. Previously, Ms Nissinen served as the President of cable TV operator Helsinki Television/Welho between 2004 and 2008; as Marketing Director at Helsinki Television/Welho between 2001 and 2004; and in various marketing positions at Sinebrychoff, a brewery owned by Carlsberg, between 1990 and 2000. She is a member of the Board of Directors of DNA, a telecommunications group, and F-Secure, a leading security provider for computer and smartphone users. Ms Nissinen holds a Master of Science degree in Economics and Business Administration.

Pekka Soini, the CEO of Sanoma News, has been the President of Sanoma News Ltd and a member of the EMG since 2010. Previously, Mr Soini served as President of Helsingin Sanomat between 2004 and 2010 and Marketing Director of Helsingin Sanomat between 1998 and 2004. He joined Helsingin Sanomat in 1980. Mr Soini is the Vice Chairman of the Board of Directors of the Finnish Newspapers Association; Chairman of the Regional Advisory Board of the Confederation of Finnish Industries; and a member of the Supervisory Board of the Foundation of the Finnish National Opera.

Corporate Governance

In its decision making and administration, the Issuer applies the Finnish Companies Act, the Finnish Securities Markets Act, the rules issued by the Helsinki Stock Exchange, the Issuer’s Articles of Association and the Finnish Corporate Governance Code 2010. According to the Finnish Corporate Governance Code 2010, the term of a member of a Board of Directors should be one year. The Issuer believes that having members of its Board of Directors serve for a term of more than one year is beneficial to the development of the Group as it allows members to familiarise themselves with and commit to the Group’s complex and diverse operations. The Issuer’s Articles of Association set the term of members of the Board of Directors at three years and the Issuer has adopted a practice whereby approximately one third of the members of the Board of Directors are elected each year.

Board Committees

Executive Committee

Under its charter, the Executive Committee prepares matters to be discussed at the meetings of the Board of Directors. As set forth in the Issuer’s Articles of Association, the Committee is comprised of the Chairman of the Board (Jaakko Rauramo), Vice Chairman of the Board (Sakari Tamminen) and President and CEO of the Issuer (Harri-Pekka Kaukonen). The Committee meets prior to meetings of the Board of Directors if deemed necessary by the Chairman of the Board of Directors. 53 Audit Committee

Under its charter and in accordance with the Finnish Corporate Governance Code and applicable laws and regulations, the Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities for matters pertaining to financial reporting and control, risk management and internal and external audit activity.

The Audit Committee is comprised of between three and five members who are appointed annually by the Board of Directors. Members of the Committee must be independent of the Issuer and at least one member must also be independent of significant shareholders. The Committee meets at least four times per year.

As at the date of this Prospectus, Sirkka Hämäläinen-Lindfors (Chairman), Rafaela Seppälä (Vice Chairman) and Antti Herlin serve as members of the Audit Committee. All members of the Audit Committee are independent of the Issuer and significant shareholders.

Human Resources Committee

Under its charter, the Human Resources Committee prepares human resource related matters for the Board of Directors. These matters include compensation of the President and CEO and of certain executives (Key Executives), as determined by the Board of Directors; evaluation of the performance of the President and CEO and Key Executives; Group compensation policies; human resources policies and practices; succession plans for the President and CEO and Key Executives; and other preparatory tasks as may be assigned to the Committee from time to time by the Board of Directors or the Chairman of the Board of Directors. In addition, the Committee discusses the composition and succession of the Board of Directors.

The Human Resources Committee is comprised of between three and five members who are appointed annually by the Board of Directors. The majority of the members must be independent of the Issuer. The Committee meets at least twice per year.

As at the date of this Prospectus, Jaakko Rauramo (Chairman), Annet Aris (Vice Chairman), Jane Erkko, Antti Herlin and Seppo Kievari serve as members of the Human Resources Committee. The majority of the Human Resources Committee members are independent of the Issuer.

Editorial Committee

Under its charter, the Editorial Committee follows the execution of the Issuer’s publishing principles in general, accepts and monitors the execution of Helsingin Sanomat’s editorial policy and any amendments thereof and appoints and proposes the remuneration and benefits for the Publisher and the Senior Editor-in-Chief of Helsingin Sanomat.

The Editorial Committee is comprised of between three and five members who are appointed annually by the Board of Directors. The Committee meets as required at the request of the Chairman of the Committee.

As at the date of this Prospectus, Seppo Kievari (Chairman), Jane Erkko (Vice Chairman), Sirkka Hämäläinen- Lindfors and Sakari Tamminen serve as members of the Editorial Committee.

Conflicts of Interest

Provisions regarding conflicts of interest in the management of a Finnish company are set forth in the Finnish Companies Act. Pursuant to Chapter 6, Section 4 of the Finnish Companies Act, a member of the Board of Directors may not participate in the handling of a contract between himself and the company, nor may he participate in the handling of a contract between the company and a third party if he expects to receive a material benefit which may conflict with the interests of the company. The above provision regarding contracts also applies to other legal acts and proceedings and to other similar matters. These provisions also apply to the President and CEO.

The Issuer is not aware of any potential conflicts of interest between the duties to the Group of the members of the Board of Directors and the members of the EMG and their private interests or other duties. 54 Auditors

The Issuer’s 2011 Annual General Meeting of shareholders, held on 5 April 2011, elected as its auditor KPMG Oy Ab of Mannerheimintie 20 B, 00100 Helsinki, Finland, with Pekka Pajamo, Authorised Public Accountant, as Auditor in Charge. The audited consolidated financial statements of the Group as of and for the years ended 31 December 2010, 2009 and 2008 were audited by Pekka Pajamo, Authorised Public Accountant, and KPMG Oy Ab with Kai Salli, Authorised Public Accountant, acting as Auditor in Charge. The responsible partners at KPMG Oy Ab are members of the Finnish Institute of Authorised Public Accountants.

55 TAXATION

Finnish Taxation

The following summary is based on the tax laws of Finland as in effect on the date of this Prospectus, and is subject to changes in Finnish law, including changes that could have a retroactive effect. The following summary does not take into account or discuss the tax laws of any country other than Finland and does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Notes and does not purport to deal with the tax consequences applicable to all categories of investors, some of which may be subject to special rules. Prospective purchasers of the Notes are advised to consult their own tax advisers concerning the overall tax consequences of their ownership of the Notes.

Non-Resident Holders of the Notes

Payments of interest and principal in respect of the Notes will be exempt from all taxes, duties, fees and imports of whatever nature, imposed or levied by or within Finland or by any municipality or other political subdivision or taxing authority thereof or therein, except in the case of a Noteholder or a Couponholder who is liable for such taxes, duties, fees and imports in respect of such Note or Coupon by reason of such Noteholder having some connection with Finland other than through mere holding of such Note or Coupon or the receipt of income therefrom.

Noteholders and Couponholders who are not resident in Finland for tax purposes and who do not engage in trade or business through a permanent establishment or a fixed place of business in Finland will not be subject to Finnish taxes or duties on gains realised on the sale or redemption of the Notes or, as applicable, the Coupons.

Holders of the Notes Resident in Finland

Interest paid to Finnish corporate entities (other than non-profit associations) and to Finnish partnerships is deemed to be taxable income of the recipient of interest. Any gain or loss realised following a disposal of the Notes will be taxable income or a tax deductible loss for the relevant Noteholder. Interest paid to such Noteholders is not subject to a withholding tax.

If the Noteholder is a resident natural person, interest paid on the Notes is subject to an advance withholding tax in accordance with the Finnish Withholding Tax Act (Ennakkoperintälaki 1118/1996, as amended) and capital income tax in accordance with the Finnish Income Tax Act (Tuloverolaki 1535/1992, as amended). The current withholding tax and capital income tax rate is 30 per cent. Should the amount of capital income received by a resident natural person exceed €50,000 in a calendar year, the capital income tax rate is 32 per cent. on the amount that exceeds the €50,000 threshold.

If a resident natural person disposes any Notes prior to the Maturity Date, any capital gain as well as accrued interest received (secondary market compensation) will be taxed as capital income. The current rate of capital income tax is as expressed above. An individual residing in Finland or an undistributed estate of a deceased Finnish resident may deduct the eventual capital loss from its taxable capital gains in the year of disposal and in the five subsequent years. If Notes are acquired in the secondary market, any secondary market compensation paid is deductible from the capital income or, to the extent exceeding capital income, from earned income subject to limitations of the Finnish Income Tax Act.

EU Savings Directive

Under the EU Savings Directive, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a paying agent within the meaning of the EU Savings Directive to an individual resident in that other Member State or to certain limited types of entities called “residual entities”, within the meaning of the EU Savings Directive (the Residual Entities), established in that other Member State. However, for a transitional period, Luxembourg and Austria are permitted to apply (unless during that period

56 they elect otherwise) an optional information reporting system whereby if a beneficial owner, within the meaning of the EU Savings Directive, does not comply with one of the procedures for information reporting, the relevant Member State will levy a withholding tax on payments to such beneficial owner. The current withholding tax rate is 35 per cent. (since 1 July 2011). The transitional period will terminate at the end of the first full fiscal year following the conclusion of certain other agreements relating to information exchange with certain other countries. A number of non-EU countries and dependant or associated territories including Switzerland have adopted similar measures (either exchange of information or withholding tax jurisdictions - a withholding tax system in the case of Switzerland).

The European Commission has proposed certain amendments to the EU Savings Directive which may, if implemented, amend or broaden the scope of the requirements described above.

Luxembourg Taxation

The following summary relates to provisions relating to withholding tax only and is of a general nature. It is included herein solely for information purposes. It is based on the laws presently in force in Luxembourg, though it is not intended to be, nor should it be construed to be, legal or tax advice. Prospective investors in the Notes should therefore consult their own professional advisers as to the effects of state, local or foreign laws, including Luxembourg tax law, to which they may be subject.

Withholding Tax

(i) Non-resident holders of Notes

Under Luxembourg general tax laws currently in force and subject to the laws of 21 June 2005, as amended, (the Laws) mentioned below, there is no withholding tax on payments of principal, premium or interest made to non-resident holders of Notes, nor on accrued but unpaid interest in respect of the Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of the Notes held by non-resident holders of Notes.

Under the Laws implementing the EU Savings Directive and ratifying the treaties entered into by Luxembourg and certain dependent and associated territories of EU Member States (the Territories), payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the immediate benefit of an individual beneficial owner or a residual entity, as defined by the Laws, which is a resident of, or established in, an EU Member State (other than Luxembourg) or one of the Territories will be subject to a withholding tax unless the relevant recipient has adequately instructed the relevant paying agent to provide details of the relevant payments of interest or similar income to the fiscal authorities of his/her/its country of residence or establishment, or, in the case of an individual beneficial owner, has provided a tax certificate issued by the fiscal authorities of his/her country of residence in the required format to the relevant paying agent. Where withholding tax is applied, it is currently levied at a rate of 35 per cent. as of 1 July 2011. Responsibility for the withholding of the tax will be assumed by the Luxembourg paying agent.

(ii) Resident holders of Notes

Under Luxembourg general tax laws currently in force and subject to the law of 23 December 2005 (the Law) mentioned below, there is no withholding tax on payments of principal, premium or interest made to Luxembourg resident holders of Notes, nor on accrued but unpaid interest in respect of Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of Notes held by Luxembourg resident holders of Notes.

Under the Law, payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the benefit of an individual beneficial owner who is a resident of Luxembourg will be subject to a withholding tax of 10 per cent. Such withholding tax will be in full discharge of income tax if the beneficial owner is an individual acting in the course of the management of his/her private wealth. 57 Responsibility for the withholding of the tax will be assumed by the Luxembourg paying agent. Payments of interest under the Notes coming within the scope of the Law would be subject to withholding tax of 10 per cent.

58 SUBSCRIPTION AND SALE

BNP Paribas, ING Bank N.V. and Nordea Bank Danmark A/S (the Joint Lead Managers) and Pohjola Bank plc (the Co-Lead Manager and, together with the Joint Lead Managers, the Managers) have, pursuant to a Subscription Agreement (the Subscription Agreement) dated 15 March 2012, jointly and severally agreed to subscribe or procure subscribers for the Notes at the issue price of 99.413 per cent. of the principal amount of Notes, less a combined management and underwriting commission of 0.40 per cent. of the principal amount of the Notes. The Issuer will also reimburse the Managers in respect of certain of their expenses, and has agreed to indemnify the Managers against certain liabilities, incurred in connection with the issue of the Notes. The Subscription Agreement may be terminated in certain circumstances prior to payment of the Issuer.

United States

The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from, or in a transaction not subject to, the registration requirements of the Securities Act.

The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder.

Each Manager has agreed that, except as permitted by the Subscription Agreement, it will not offer, sell or deliver the Notes (a) as part of their distribution at any time or (b) otherwise until 40 days after the later of the commencement of the offering and the Closing Date within the United States or to, or for the account or benefit of, U.S. persons and that it will have sent to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

In addition, until 40 days after the commencement of the offering, an offer or sale of Notes within the United States by any dealer that is not participating in the offering may violate the registration requirements of the Securities Act.

United Kingdom

Each Manager has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

General

No action has been or will be taken by the Issuer or any of the Managers that would, or is intended to, permit a public offer of the Notes in any country or jurisdiction where any such action for that purpose is required. Accordingly, each Manager has undertaken that it will not, directly or indirectly, offer or sell any Notes or distribute or publish any offering circular, prospectus, form of application, advertisement or other document or information in any country or jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with any applicable laws and regulations and all offers and sales of Notes by it will be made on the same terms. 59 GENERAL INFORMATION

Authorisation

The issue of the Notes was duly authorised by a resolution of the Board of Directors of the Issuer dated 1 March 2012.

Listing and Admission to Trading

Application has been made to the CSSF to approve this document as a prospectus. Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).

The Issuer estimates that the amount of expenses related to the admission to trading of the Notes will be approximately €6,350.

Clearing Systems

The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The ISIN for this issue is XS0759680860 and the Common Code is 075968086. The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg.

No Significant or Material Adverse Change

There has been no significant change in the financial or trading position of the Issuer or the Group since 31 December 2011 and there has been no material adverse change in the financial position or prospects of the Issuer or the Group since 31 December 2011.

Litigation

Neither the Issuer nor any other member of the Group is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) in the 12 months preceding the date of this document which may have or have in such period had a significant effect on the financial position or profitability of the Issuer or the Group.

U.S. Tax

The Notes and Coupons will contain the following legend: “Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code”.

Documents Available

For the period of 12 months following the date of this Prospectus, copies of the following documents will be available for inspection from the specified office(s) of the Paying Agent(s) for the time being in London and Luxembourg:

(a) the articles of association (with an English translation thereof) of the Issuer;

(b) the consolidated audited financial statements of the Issuer in respect of the financial years ended 31 December 2010 and 31 December 2011, in each case together with the audit reports in connection therewith. The Issuer currently prepares audited consolidated accounts on an annual basis; 60 (c) the most recently published audited consolidated annual financial statements of the Issuer and the most recently published unaudited interim report of the Issuer, in each case together with any audit or review reports prepared in connection therewith; and

(d) the Agency Agreement.

In addition, copies of this Prospectus and each document incorporated by reference herein are available on the Luxembourg Stock Exchange’s website at www.bourse.lu.

Yield

The yield of the Notes is 5.136 per cent. per annum calculated on the basis of the Issue Price and as at the date of this Prospectus.

Managers transacting with the Issuer

Certain of the Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services to the Issuer and its affiliates in the ordinary course of business.

61 THE ISSUER

Sanoma Corporation P.O. Box 1229 FI-00101 Helsinki Finland

FISCAL AND PRINCIPAL PAYING AGENT

Citibank, N.A., London Branch Citigroup Centre Canary Wharf London E14 5LB

OTHER PAYING AGENT AND LISTING AGENT

Dexia Banque Internationale à Luxembourg, société anonyme 69, route d’Esch L-1470 Luxembourg

LEGAL ADVISERS

To the Issuer as to Finnish law To the Issuer as to English law

White & Case LLP White & Case LLP Eteläranta 14 5 Old Broad Street FI-00130 Helsinki London EC2N 1DW Finland United Kingdom

To the Managers as to English law

Allen & Overy LLP One Bishops Square London E1 6AD United Kingdom

AUDITORS

KPMG OY AB Mannerheimintie 20 B 00101 Helsinki, Finland

Printed by Allen & Overy LLP

62