Notice to the Annual General Meeting of Sanoma Corporation

Sanoma Corporation, Stock Exchange Release, 10 February 2023 at 8:35 EET

Notice to the Annual General Meeting of Sanoma Corporation

Notice is given to the shareholders of Sanoma Corporation (“Sanoma” or the “Company”) to the Annual General Meeting to be held on Wednesday 19 April 2023 at 14:00 (EET) at Sanomatalo.

For the purposes of expanding the opportunities for shareholders’ participation, the opportunity has been reserved for the shareholders to exercise their rights by voting in advance. Instructions for advance voting are provided in section C of this notice (Instructions for the participants in the Annual General Meeting). In addition, the shareholders can follow the Annual General Meeting online via webcast on the Company’s website at www.sanoma.com and submit questions in advance as well as during the general meeting through a chat function. These functionalities supporting unofficial remote participation will be organized only if it is technically possible.

The official venue is the Mediatori in the Sanomatalo building. The address is Töölönlahdenkatu 2, Helsinki. The reception of persons who have registered for the meeting and the distribution of the voting tickets at the meeting venue shall commence at 13:00 (EET). There will be no catering at the general meeting. Sanoma recommends shareholders to arrive at the venue using public transportation. No parking has been arranged for the shareholders at the meeting venue.

A. Matters on the Agenda of the Annual General Meeting

At the Annual General Meeting, the following matters shall be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the Financial Statements, the Board of Directors’ Report, and the Auditor’s Report for the year 2022

• Review by the President and CEO

7. Adoption of the Financial Statements

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.37 per share shall be paid for the year 2022.

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 Oy on the dividend record date 21 April 2023. The payment date proposed by the Board of Directors 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 Oy 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 Oy 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.

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability

10. Consideration of the remuneration report of the governing bodies

The remuneration report for 2022 prepared in accordance with the remuneration policy adopted on 7 April 2022 by the Company’s Annual General Meeting is available on the Company’s website at www.sanoma.com at the latest on week 10, commencing on 6 March 2023.

The Board of Directors proposes that the Annual General Meeting adopts the remuneration report for the governing bodies. The resolution of the Annual General Meeting to adopt the Remuneration Report is advisory.

11. Consideration of the Remuneration Policy of the governing bodies

The Remuneration Policy of the Company’s governing bodies was previously adopted in the 2022 Annual General Meeting and is available on the Company’s website at www.sanoma.com. The remuneration policy must be presented to the Annual General Meeting at least every four years or every time a material change is made.

The Board of Directors proposes to the Annual General Meeting that the Remuneration Policy be amended as follows:

• The length of the performance period of the long-term incentive plans will be one to three years (earlier two years). The performance period is followed by a vesting period, duration of which is dependent on the length of the performance period and varies from two years (when the performance period is one year) to no vesting period (when the performance period is three years). 

The proposal for the new Remuneration Policy is available on the Company’s website www.sanoma.com.

The Board of Directors proposes that the Annual General Meeting adopts the Remuneration Policy for the governing bodies. The resolution of the Annual General Meeting on the Remuneration Policy is advisory.

12. Resolution on the remuneration of the members of the Board of Directors, Board Committees and the Shareholders’ Nomination Committee

The Shareholders’ Nomination Committee has proposed to the Annual General Meeting that the monthly 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.

Furthermore, the Shareholders’ Nomination Committee has proposed to the Annual General Meeting that 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.

Shareholders representing more than 10% of all shares and votes of the Company have proposed to the Annual General Meeting that the meeting fees of the members 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.

13. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Committee has proposed to the Annual General Meeting that the number of the members of the Board of Directors shall be set at nine.

14. Election of the Chair, the Vice Chair and the members of the Board of Directors

The Shareholders’ Nomination Committee has proposed to the Annual General Meeting that the Board of Directors comprises the following members: Pekka Ala-Pietilä, Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Nils Ittonen, Denise Koopmans, Sebastian Langenskiöld and Eugenie van Wiechen as a new member, and that the term of all the Board members ends at the end of the Annual General Meeting in 2024. Rafaela Seppälä has informed that she is not available for re-election.

In addition, the Shareholders’ Nomination Committee has proposed that Pekka Ala-Pietilä is elected as the Chair and Nils Ittonen as the Vice Chair of the Board of Directors.

Essential biographical information and information on independence on all Board member candidates is given on the Company's website at www.sanoma.com. All the proposed individuals have given their consent to being elected.

Eugenie van Wiechen, b. 1969, Dutch national, MBA, INSEAD France 1997, MSc. (drs.) Chemical Engineering, University of Amsterdam 1994, Research Scholar, Biochemistry and Molecular Biology. Harvard Medical School 1994. Eugenie van Wiechen currently works as CEO 2014- and Publishing Director 2011- at FD Mediagroep. Previously she has worked as Managing Director of LinkedIn Corporation, the Netherlands 2009-2011, Managing Director of Marktplaats, eBay 2008-2009 as well as in different positions in Sanoma Uitgevers B.V. 2003-2008 and at McKinsey & Company 1995-2003.

With regard to the procedure for the selection of the members of the Board of Directors, the Shareholders’ Nomination Board recommends that the shareholders give their view on the proposal as a whole at the Annual General Meeting. The Shareholders’ Nomination Committee has estimated that in addition to the qualifications of the individual candidates for the Board of Directors, the proposed Board of Directors as a whole provides excellent competence and experience for the Company and that the composition of the Board of Directors also meets other requirements set for a listed company by the Corporate Governance Code.

15. Resolution on the remuneration of the Auditor

In accordance with the recommendation of the Board of Director’s Audit Committee, the Board of Directors proposes that the Auditor’s remuneration be paid according to invoice approved by the Company.

16. Election of Auditor

The Auditor will be elected at the Annual General Meeting for the term that is determined in the Articles of Association of the Company. The term expires at the end of the next Annual General Meeting following the election. In accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the Auditor shall be audit firm PricewaterhouseCoopers Oy. PricewaterhouseCoopers Oy has informed that Samuli Perälä, Authorised Public Accountant, is the auditor with principal responsibility. The term of the Auditor will expire at the end of the Annual General meeting in 2024.

Auditors give their report for the financial year 2023 also on the adoption of the Financial Statements, whether the proposal for distribution of funds is in compliance with the Finnish Companies Act and discharging the members of the Board of Directors and the President and CEO of the Company from liability.

17. Authorising the Board of Directors to decide on the repurchase of the Company’s own shares

The Board of Directors proposes that the Board of Directors be authorised by the Annual General Meeting to decide on the repurchase of a maximum of 16,000,000 of the Company’s own shares (approximately 9.8% of all shares of the Company) in one or several instalments. The own 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 shares shall be repurchased either through a tender offer made to all shareholders on equal terms or otherwise than in proportion to the shares held by the shareholders, at their current price in public trading on Nasdaq Helsinki Ltd or otherwise at a price formed on the market. 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. The authorisation is proposed to be valid until 30 June 2024 and it terminates the corresponding authorisation given to the Board of Directors by the Annual General Meeting of 7 April 2022.

18. Authorising the Board of Directors to decide on issuance of shares, option rights and other special rights entitling to shares

The Board of Directors proposes that the Board be authorised by the Annual General Meeting 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 would, pursuant to the authorisation, be entitled to decide on the issuance of a maximum of 16,000,000 new shares (approximately 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 total number of new shares to be registered based on this authorisation cannot exceed 16,000,000 new shares in aggregate. 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 is proposed to be valid until 30 June 2024 and it will replace the authorisation to decide on issuance of shares, option rights and other special rights entitling to shares which was granted to the Board of Directors by the Annual General Meeting on 7 April 2022.

19. Resolution on amending the Articles of Association

The Board of Directors proposes that § 10 of the Company’s Articles of Association be amended to enable holding a general meeting of shareholders entirely without a meeting venue as a so-called remote meeting and that the notice could be published only on the Company’s website. Furthermore, §§ 11-12 would be abolished (as the substantive contents would be incorporate into the revised § 10.

The amended paragraphs of the Articles of Association would read as follows:

“Article 10

The notice convening a General Meeting of shareholders must be delivered to the shareholders by publishing the notice on the company’s website no more than three (3) months and no less than three (3) weeks prior to the General Meeting of shareholders, however, in any case, at least nine (9) days prior to the record date of the General Meeting of shareholders, as referred to in the Finnish Companies Act. In addition, the Board of Directors may decide to publish the notice in at least one (1) newspaper of the Board’s selection with wide circulation.

To be eligible to participate in a General Meeting of shareholders, a shareholder shall register with the company within the period specified in the notice of the meeting, which can end no earlier than ten (10) days prior to the meeting.

The General Meeting shall be held in Helsinki, Finland. However, a meeting may be held at another location, provided that there is a weighty reason to do so. Related to the place of the general meeting and the method of participation, the Board of Directors may also decide in accordance with the Finnish Companies Act (and without limiting other options thereunder) that the general meeting is held without a meeting venue whereby the shareholders have the right to exercise their power of decision in full in real time during the meeting using telecommunication connection and technical means.”

Articles 11-12: deleted

The proposal regarding a meeting venue is based on amendments to Chapter 5 of the Companies Act, which include the possibility to arrange general meetings remotely. The legislative changes are based on the premise that, irrespective of the chosen general meeting format, shareholders' rights must not be compromised and that all participating shareholders can exercise their shareholder rights in full in real time, including the right to present questions and vote. The possibility to organise general meetings remotely enables the Company to prepare for rapid changes in the Company's operating environment and society in general, which may be caused, for example, by pandemics. It is important that the Company has the necessary means to offer its shareholders the possibility to exercise their shareholder rights and resolve on any matters that are presented in a general meeting under any circumstances.

20. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Sanoma’s website at www.sanoma.com. The Financial Statements 2022, the Board of Directors’ Report, and the Auditor’s Report of Sanoma as well as the remuneration report are available on the above-mentioned website on week 10, commencing on 6 March 2023. The decision proposals and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice shall be sent to shareholders upon request. Notice to the Annual General Meeting shall not be sent to the shareholders separately. The minutes of the meeting shall be available on the above-mentioned website on 3 May 2023 at the latest.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who on the record date of the Annual General Meeting, 5 April 2023, is registered in the shareholders’ register of the Company held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account, is automatically registered in the shareholders’ register of the Company. The use of proxies is described below.

A shareholder who is registered in the shareholders’ register of the Company and wishes to participate in the Annual General Meeting, shall register for the meeting no later than on 13 April 2023 at 16:00 (EET) by giving a prior notice of participation. The notice must be received by Innovatics Oy before the end of the above-mentioned registration period. Registration for the Annual General Meeting will commence on 15 March 2023 at 10:00 a.m. (EET). The registration can be done in the following ways:

a) on the Company’s website at www.sanoma.com

Online registration requires that the shareholder or the shareholder’s statutory representative or proxy representative uses secure strong electronic authentication, by logging in using their personal Finnish or Swedish online banking credentials or a mobile ID.

b) by regular mail addressed to Innovatics Oy, AGM / Sanoma Corporation, Ratamestarinkatu 13 A, 00520 Helsinki

c) by phone +358 10 2818 909 from Monday to Friday from 9:00 to 12:00 and from 13:00 to 16:00 (EET); or

d) by e-mail addressed to [email protected]

In connection with the registration, a shareholder must state requested information, such as their name, date of birth or business identity code, contact details and the name of a proxy representative, legal representative or assistant, if any, and the personal identification number of the proxy representative or legal representative, as applicable. Any personal data provided to the Company or Innovatics Oy by a shareholder will only be used for the purposes of the Annual General Meeting and for the processing of related registrations.

The shareholder, their proxy representative, legal representative or assistant, if any, shall be able to prove their identity and/or right of representation at the meeting venue.

For further information on how Sanoma Corporation processes personal data, please review Sanoma Corporation’s privacy notice regarding the Annual General Meeting, which is available at the Company’s website at www.sanoma.com or contact by email [email protected]. Shareholders are requested to note that personal information provided in connection with the registration by e-mail is provided possibly through an unsecure connection at the shareholder’s own responsibility.

2. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which they would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Oy on the record date of the Annual General Meeting, 5 April 2023. In addition, the right to participate in the Annual General Meeting requires that the shareholder, on the basis of such shares, has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy by 10:00 a.m. (EET) on 14 April 2023 at the latest. For the nominee-registered shares, this constitutes due registration for the Annual General Meeting.

A holder of nominee-registered shares is advised to request well in advance the necessary instructions regarding the temporary registration in the shareholders' register of the Company, the issuing of proxy documents and voting instructions and registration for the Annual General Meeting as well as voting in advance from their custodian bank. The account management organisation of the custodian bank shall temporarily register the holder of the nominee-registered shares who wishes to participate in the Annual General Meeting into the shareholders' register of the Company by the time stated above at the latest. The account management organisation of the custodian bank shall also arrange voting in advance on behalf of the holder of nominee registered shares within the registration period applicable to holders of nominee registered shares. For the sake of clarity, it is noted that holders of nominee-registered shares cannot directly register for the Annual General Meeting on the Company’s website, but must register via their custodian bank instead.

3. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting also by way of third-party proxy representation. A proxy representative may also choose to vote in advance in the manner described in this notice. Electronical registration and advance voting on behalf of a shareholder require secure strong electronic authentication; a proxy representative may register the shareholder and vote in advance on behalf of the shareholder by logging in using their personal Finnish or Swedish online banking credentials or a mobile ID. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares with which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

Proxy and voting instruction templates will be available on the Company’s website at www.sanoma.com on 15 March 2023 at the latest. The proxy documents, if any, should be notified in connection with registration, and they should be submitted primarily to Innovatics Oy by email addressed to [email protected] or by regular mail addressed to Innovatics Oy, AGM / Sanoma Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, no later than by the end of the registration period, by which time the proxy documents must have been received by Innovatics Oy. In addition to delivering proxy authorization documents, shareholders or their proxy representatives shall see to registration for the Annual General Meeting in the manner described above in this notice.

Shareholders can also use the electronic Suomi.fi authorisation service in Innovatics Oy’s general meeting service for authorising their proxies instead of using the traditional proxy authorisation. In this case, the shareholder that is a legal entity authorises a representative appointed by it in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorisation topic “Representation at the General Meeting”). When registering, the representative must identify themselves with strong electronic authentication in Innovatics Oy’s general meeting service, and after that register and vote in advance on behalf of the shareholder if necessary. The strong electronic authentication works with personal online banking certificates or a mobile ID. For more information, see www.suomi.fi/e-authorizations.

4. Advance voting

Shareholders with a Finnish book-entry account or equity savings account may vote in advance on the agenda matters 7-19 of the Annual General Meeting during the period from 15 March 2023 at 10.00 (EET) until 13 April 2023 at 16:00 (EET).

A shareholder who has voted in advance may request information under the Finnish Companies Act, request a vote at the Annual General Meeting or vote on a possible counterproposal only, if they participate in person or by way of proxy representation in the Annual General Meeting at the meeting venue.

Advance voting can be done in the following ways:

a) on the Company website at www.sanoma.com

Electronic advance voting requires that the shareholder or the shareholder’s statutory representative or proxy representative uses secure strong electronic authentication for registering and voting by logging in using their personal Finnish or Swedish online banking credentials or a mobile ID.

b) by email or by regular mail

A shareholder may submit the advance voting form available on the Company’s website as from 15 March 2023 or corresponding information to Innovatics Oy primarily by email addressed to [email protected], or by regular mail addressed to Innovatics Oy, AGM / Sanoma Corporation, Ratamestarinkatu 13 A, 00520 Helsinki.

The advance votes must be received by prior to the expiry of the advance voting period. Submission of the votes before the end of the registration and advance voting period in this manner constitutes due registration for the Annual General Meeting, provided that they contain the above-mentioned information required for the registration.

For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager may cast advance votes on behalf of the holders of nominee-registered shares in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.

An agenda item subject to advance voting is considered to have been presented unchanged to the Annual General Meeting. The terms and other instructions related to the electronic advance voting are also available on the Company’s website at www.sanoma.com.

5. Other instructions and information

The Annual General meeting can be followed online via a webcast on Company’s website www.sanoma.com. Detailed instructions on following the webcast will be available on the Company’s website www.sanoma.com before the Annual General Meeting. Registration is required before logging in to the webcast. Shareholders are asked to take into account that following the meeting via webcast is not considered participating in the Annual General Meeting, and that it is not possible for the shareholders to exercise their shareholder rights in the Annual General Meeting through the webcast. Shareholders following the webcast can exercise their voting rights by voting on the matter on the agenda in advance in accordance with the instructions provided above. In connection with the webcast of the Annual General Meeting, a chat functionality is available for submitting questions during the meeting. The chat function and possible questions asked in the chat are however not an official part of the Annual General Meeting. Accordingly, questions submitted through the chat function are not questions referred to in Chapter 5, Section 25 of the Finnish Companies Act. Unofficial questions can also be presented in advance by email addressed to [email protected], by regular mail addressed to Sanoma Corporation, AGM, P.O. Box 60, 00089 Sanoma or in connection with the electronic voting no later than 13 April 2o23 and such questions received will be primarily responded to at the Annual General Meeting.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting. Information on the Annual General Meeting laid down in the Finnish Companies Act and the Securities Markets Act is available on the Company’s website at www.sanoma.com.

On the date of this notice to the Annual General Meeting, the total number of shares in Sanoma and votes represented by such shares is 163 565 663. The Company holds on the date hereof 387 895 treasury shares, in respect of which voting rights cannot be used at the Annual General Meeting.

Any changes in the ownership of shares that have occurred after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting nor the number of votes of the shareholder at the Annual General Meeting.

We wish our shareholders welcome to the Annual General Meeting.

In Helsinki, 9 February 2023

Sanoma Corporation

Board of Directors

Additional information

Kaisa Uurasmaa, Head of Investor Relations and CSR, 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.