Articles of association

The Annual General Meeting 2017 decided to amend the Articles of association on 21 March 2017. The new Articles will be updated here as soon as the registration process is finalised.

Article 1

The company name is Sanoma Oyj in Finnish, Sanoma Abp in Swedish and Sanoma Corporation in English.

The company's registered office is Helsinki, Finland.

Article 2

The company practices all types of business related to media and learning as well as any business related to media and learning or any supporting business thereof. The company may practice the business itself or through its subsidiaries or affiliates. As the parent company, the company may also handle shared tasks of the Group companies, such as administrative services and funding, and own property, shares and other securities.

Article 3

In all of its business, the company focuses on promoting democracy, social justice and freedom of speech as well as improving financial and mental wellbeing of people in the countries in which it does business. In its media operations, the company will focus on good journalistic practices, independence and equality.

Article 4

The company's shares are included in the cope of a book-entry securities system.

Article 5

The company is managed by a Board of Directors and a President and CEO.

Article 6

The Board of Directors consists of at least five (5) and at the most eleven (11) members. Furthermore, at least one (1) and at the most two (2) employee representatives with a personal deputy member each may be elected to the Board of Directors, provided that an agreement between the company and the personnel on implementation of personnel representation and naming the representatives has been made in a procedure in compliance with the Act on Co-operation within Undertakings either in a joint meeting or in a committee, or provided that the Act on Personnel Representation in the Administration of Undertakings calls for such a representation.
The General Meeting shall name the chairperson and vice chairperson of the Board of Directors.
The term of Board members starts at the end of the Annual General Meeting in which they were elected and end at the end of the third Annual General Meeting following their election.
If a seat in the Board of Directors becomes vacant before the end of the three-year term, a new member shall be selected for the remaining part of the three-year term.
The General Meeting has the right to decide that one third of Board members shall resign each year during the term. If necessary, the General Meeting shall decide on how is to resign at which point when electing members.

Article 7

The chairperson of the Board and the President and CEO both have the right to represent the company alone, and the other Board members have the right to represent the company together with another Board member or together with another person entitled to represent the company or a holder of procuration.

Article 8

The company's accounting period is a calendar year.

Article 9

The company has a one (1) auditor. The auditor shall be an auditing firm approved by the Central Chamber of Commerce.
The auditor's term ends at the end of the Annual General Meeting following their election.

Article 10

General Meetings 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.

Article 11

A summons to a General Meeting shall be published in at least one (1) newspaper with wide circulation to be selected by the Board of Directors at the earliest three (3) months prior to the General Meeting Record Date laid down in chapter 4, section 2, subsection 2 of the Limited Liability Companies Act and at the latest three (3) weeks prior to the General Meeting. However, the summons to a General Meeting shall be published at the latest nine (9) days prior to the General Meeting Record Date.

Article 12

All shareholders who have registered to the General Meeting by the deadline mentioned in the summons to the meeting are entitled to vote at the General Meeting. The said deadline may be set at the most ten (10) days prior to the General Meeting.
Sanoma Corporation's Articles of Association has been changed in the following General Meetings (click to see the changes):