Decisions taken by Sanoma Corporation’s Annual General Meeting and Board of Directors

Sanoma Corporation, Stock Exchange Release, 19 April 2023 at 18:20 EET

Decisions taken by Sanoma Corporation’s Annual General Meeting and Board of Directors

Sanoma Corporation’s Annual General Meeting (AGM) was held on 19 April 2023 in Helsinki. For the purposes of expanding the opportunities for shareholders’ participation, the opportunity was reserved for the shareholders to exercise their rights by voting in advance. 

The meeting adopted the Financial Statements, the Board of Directors’ Report and the Auditor’s Report for the year 2022 as well as discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2022. In addition, the meeting made an advisory decision on the adoption of the Remuneration Policy and the Remuneration Report of the governing bodies.

Dividend

The AGM resolved that a dividend on EUR 0.37 per share shall be paid. The dividend shall be paid in three instalments. The first instalment of EUR 0.13 per share shall be paid to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Ltd on the dividend record date 21 April 2023. The payment date for this instalment is 28 April 2023.

The second instalment of EUR 0.13 per share shall be paid in September 2023. The second instalment shall be paid to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Ltd on the dividend record date, which, together with the dividend payment date, shall be decided by the Board of Directors in its meeting scheduled for 4 September 2023. 

The third instalment of EUR 0.11 per share shall be paid in November 2023. The third instalment shall be paid to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Ltd on the dividend record date, which, together with the dividend payment date, shall be decided by the Board of Directors in its meeting scheduled for 25 October 2023. 

Composition of the Board of Directors

The AGM resolved that the number of the members of the Board of Directors shall be set at nine. Pekka Ala-Pietilä, Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Nils Ittonen, Denise Koopmans and Sebastian Langenskiöld were re-elected as members, and Eugenie van Wiechen was elected as a new member of the Board of Directors. Pekka Ala-Pietilä was elected as the Chair of the Board and Nils Ittonen as the Vice Chair. The term of all Board members ends at the end of the AGM 2024.

Remuneration of the Board of Directors

The AGM resolved that the remuneration payable to the members of the Board of Directors remains unchanged. The monthly remunerations are EUR 12,000 for the Chair of the Board of Directors, EUR 7,000 for the Vice Chair of the Board of Directors, and EUR 6,000 for the members of the Board of Directors.

The meeting fees of the Board of Directors are:

• For Board members who reside outside Finland: EUR 1,000 / Board meeting where the member was present;
• For members of the Board of Directors who reside in Finland: No separate fee is paid for attending Board meetings
• For the Chairs of Board of Directors’ Committees: EUR 3,500 / Committee meeting participated;
• For Committee members who reside outside Finland: EUR 2,500 / Committee meeting where the member was present and EUR 1,500 / Committee meeting participated; and
• For Committee members who reside in Finland: EUR 1,500 / Committee meeting participated.

The meeting fees of the Shareholders’ Nomination Committee remain unchanged and are:

• For the Chair of the Shareholders’ Nomination Committee: EUR 3,500 / Committee meeting participated;
• For members of the Shareholders’ Nomination Committee who reside outside Finland: EUR 2,500 / Committee meeting where the member was present and EUR 1,500 / Committee meeting participated; and
• For members of the Shareholders’ Nomination Committee who reside in Finland: EUR 1,500 / Committee meeting participated.

Auditor

The AGM appointed audit firm PricewaterhouseCoopers Oy as the auditor of the Company with Samuli Perälä, Authorised Public Accountant, as the auditor with principal responsibility. The Auditor shall be reimbursed against invoice approved by the Company.

Authorisation to repurchase Company’s own shares

The AGM authorised the Board of Directors to decide on the repurchase of a maximum of 16,000,000 of the Company’s own shares (approx. 9.8% of all shares of the Company) in one or several instalments. The shares shall be repurchased with funds from the Company's unrestricted shareholders’ equity, and the repurchases shall reduce funds available for distribution of profits. The authorisation will be valid until 30 June 2024 and it terminates the corresponding authorisation granted by the AGM 2022.

The shares shall be repurchased to develop the Company’s capital structure, to carry out or finance potential corporate acquisitions or other business arrangements or agreements, to be used as a part of the Company’s incentive programme or to be otherwise conveyed further, retained as treasury shares, or cancelled.

Authorisation to issue shares, option rights and other special rights entitling to shares

The AGM authorised the Board of Directors to decide on issuance of new shares and the conveyance of the Company's own shares held by the Company (treasury shares) and the issuance of option rights and other special rights entitling to shares as specified in Chapter 10, Section 1 of the Finnish Companies Act. Option rights and other special rights entitling to shares as specified in Chapter 10, Section 1 of the Finnish Companies Act may not be granted as part of the Company’s incentive programme. The Board will be entitled to decide on the issuance of a maximum of 16,000,000 new shares (approx. 9.8% of all shares of the Company) as well as conveyance of a maximum of 21,000,000 treasury shares held by the Company in one or several instalments. The issuance of shares, the conveyance of treasury shares and the granting of option rights and other special rights entitling to shares may be done in deviation from the shareholders’ pre-emptive right (directed issue). The authorisation will be valid until 30 June 2024 and it will replace the corresponding authorisation granted by the AGM 2022.

Amendments to the Articles of Association

The AGM resolved that § 10 of the Company’s Articles of Association is amended to enable holding a general meeting of shareholders entirely without a meeting venue as a so-called remote meeting and that the notice to the meeting may be published only on the Company’s website. Furthermore, §§ 11−12 will be abolished (as the substantive contents is incorporate into the revised § 10).

Decisions by the Board of Directors

In its organisation meeting held after the AGM, the Board of Directors decided to appoint from among its members the following members to its committees:

Audit Committee: Denise Koopmans (Chair), Mika Ihamuotila, Nils Ittonen, Sebastian Langenskiöld

Human Resources Committee: Julian Drinkall (Chair), Rolf Grisebach, Anna Herlin, Sebastian Langenskiöld

In addition to the Audit Committee and Human Resources Committee, the Board of Directors has, according to its Charter, an Executive Committee. The Executive Committee consists of the Chair and Vice Chair of the Board, the President and CEO and at Chair’s invitation one or several members of the Board. In 2023, the Executive Committee will comprise Pekka Ala-Pietilä (Chair), Nils Ittonen and Susan Duinhoven.

Additional information
Kaisa Uurasmaa, Head of Investor Relations and Sustainability, tel. +358 40 560 5601

Sanoma 

Sanoma is an innovative and agile learning and media company impacting the lives of millions every day. Our Sustainability Strategy is designed to maximise our positive ‘brainprint’ on society and to minimise our environmental footprint. We are committed to the UN Sustainable Development Goals and signatory to the UN Global Compact.

Our learning products and services enable teachers to develop the talents of every child to reach their full potential. We offer printed and digital learning content as well as digital learning and teaching platforms for primary, secondary and vocational education, and want to grow our business.

Our Finnish media provide independent journalism and engaging entertainment also for generations to come. Our unique cross-media position offers the widest reach and tailored marketing solutions for our business partners.

Today, we operate in twelve European countries and employ more than 5,000 professionals. In 2022, our net sales amounted to approx. 1.3bn€ and our operational EBIT margin excl. PPA was 14.6%. Sanoma shares are listed on Nasdaq Helsinki. More information is available at sanoma.com.