Resolutions of Sanoma’s Annual General Meeting 2017
Sanoma Corporation, Stock Exchange Release, 21 March 2017 at 16:15 CET+1
In accordance with the proposal of the Board of Directors, Sanoma Corporation's Annual General Meeting 2017 approved today the payment of a dividend of EUR 0.20 per share and authorised the Board to decide on the repurchase of the Company's own shares. The AGM also approved other proposals to the AGM as they were proposed.
Board members Pekka Ala-Pietilä, Antti Herlin, Anne Brunila, Mika Ihamuotila, Nils Ittonen, Denise Koopmans, Robin Langenskiöld, Rafaela Seppälä and Kai Öistämö, were re-elected as Board members. Pekka Ala-Pietilä was elected as Chairman of the Board and Antti Herlin as Vice Chairman.
The AGM adopted the Financial Statements, the Board of Directors’ Report and the Auditors’ Report for the year 2016 and discharged the members of the Board of Directors as well as President and CEO from the liability for the financial year 2016.
Use of the profit and dividend payment
The AGM resolved that a dividend of EUR 0.20 per share shall be paid and a sum of EUR 350,000 shall be transferred to the donation reserve and used at the Board of Directors' discretion. The record date for the payment of dividends is 23 March 2017 and in Finland, the dividends will be paid on 30 March 2017. Outside Finland, the actual dividend payment date will be determined by the practices of the intermediary banks transferring the payments.
Authorisation to decide on the repurchase of the Company's shares
The AGM authorised the Board to decide on the repurchase of maximum of 16,000,000 Company's own shares. The authorisation is effective until 30 June 2018 and terminates the corresponding authorisation granted by the AGM on 12 April 2016.
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 shares shall be repurchased either through a tender offer made to all shareholders on equal terms or in other proportion than that of the current shareholders at the market price of the repurchase moment on the Nasdaq Helsinki Ltd. The shares shall be repurchased to develop the Company’s capital structure, to carry out and finance potential corporate acquisitions or other business arrangements, be used as a part of the Company’s incentive programme or to be conveyed further for other purposes, retained as treasury shares, or cancelled.
Amending the Articles of Association
The AGM resolved that Articles 6 and 9 of the Articles of Association be amended to read as follows:
Article 6: The Board of Directors consists of at least five (5) and at the most eleven (11) members. 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 ends at the end of the Annual General Meeting following their election.
Article 9: The Company has one (1) auditor. The auditor shall be an audit firm approved by the Patent and Registration Office. The auditor's term ends at the end of the Annual General Meeting following their election.
Members of the Board and remuneration
The number of Sanoma's Board members was set at nine. Board members Pekka Ala-Pietilä, Antti Herlin, Anne Brunila, Mika Ihamuotila, Nils Ittonen, Denise Koopmans, Robin Langenskiöld, Rafaela Seppälä and Kai Öistämö were re-elected to the Board. Pekka Ala-Pietilä was elected as Chairman of the Board and Antti Herlin as Vice Chairman.
According to the amended Articles of Association, the term of all the Board members ends at the end of the Annual General Meeting 2018.
The AGM resolved to continue to pay the following monthly remuneration to members of the Board:
- EUR 8,500 to Chairman
- EUR 6,500 to Vice Chairman and
- EUR 5,500 to members.
The meeting fees are:
- For Board members who reside outside Finland: EUR 1,000 / Board meeting where the member was present;
- For the Chairmen of Board’s Committees: EUR 2,000 / Committee meeting participated;
- For Committee members who reside outside Finland: EUR 2,000 / Committee meeting where the member was present and EUR 1,000 / Committee meeting participated; and
- For Committee members who reside in Finland: EUR 1,000 / Committee meeting participated.
The President and CEO or a person serving the company under a full time employment or service agreement receives no fee for Board membership. Upon resignation of Susan Duinhoven from the Board there are no such persons.
The AGM appointed audit firm PricewaterhouseCoopers Oy, with Samuli Perälä, Authorised Public Accountant, as the auditor with principal responsibility. The AGM decided to continue to pay the auditors according to the invoice approved by the Company.
Sanoma's Investor Relations, Anna Tuominen, tel. +358 40 584 6944
Sanoma is a front running media and learning company impacting the lives of millions every day. We provide consumers with engaging content, offer unique marketing solutions to business partners and enable teachers to excel at developing the talents of every child.
With companies operating in Finland, the Netherlands, Belgium, Poland and Sweden, our net sales totalled EUR 1.6 billion and we employed more than 5,000 professionals in 2016. The Sanoma shares are listed on Nasdaq Helsinki.