Notice to the Annual General Meeting 2024
Chair of the Board's speech at the AGM 2024 (video interpreted in English)
Any personal data provided to the Company or Innovatics Ltd by a shareholder will only be used for the purposes of the Annual General Meeting and for the processing of related necessary registrations.
Meeting materials
Agenda, Proposals and Reports
Agenda
Notice to the Annual General Meeting
Proposal for the use of the profit shown on the balance sheet and the payment of dividend
Annual Report 2023 (includes e.g. Financial Statements, the Board of Directors Report and Auditor's Report)
Proposal for the Remuneration Report
Proposal for the remuneration and election of the Auditor and the Sustainability Auditor
Introductions of the Board member candidates
The Shareholders’ Nomination Committee proposes that the number of the members of the Board of Directors is set at eight.
The Shareholders' Nomination Committee proposes that Pekka Ala-Pietilä, Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Sebastian Langenskiöld and Eugenie van Wiechen are re-elected as members of the Board of Directors. Nils Ittonen and Denise Koopmans have informed that they do not stand for re-election to the Board.
Consequently, the Nomination Committee proposes that Klaus Cawén shall be elected as a new member of the Board. In addition, the Shareholders’ Nomination Committee has proposed that Pekka Ala-Pietilä is elected as the Chair and Klaus Cawén as the Vice Chair of the Board of Directors.
All the proposed Board members are non-executive and independent of the company. With the exception of Anna Herlin (Holding Manutas Oy), all proposed members are also determined to be independent of the company’s major shareholders.
The proposed Board members have all given their consent to being elected. The term of all the Board members ends at the end of the Annual General Meeting 2025
The General Meeting is Sanoma’s highest decision-making body, convening at least once a year in accordance with the Sanoma Articles of Association.
The Annual General Meeting (AGM) is held by the end of June each year and it handles the matters that fall under its authority according to the Finnish Companies Act as well as any matters proposed to a General Meeting. Extraordinary General Meetings are convened to handle specific matters proposed to a General Meeting.
Shareholders’ right to have matters dealt with by the General Meeting
According to the Finnish Companies Act, a shareholder may also request that his or her proposal to be handled at the next General Meeting. Such a request should be made in writing to the company’s Board of Directors and the proposed matters shall fall within the competence of the General Meetings according to the Finnish Companies Act. To this effect, a written request should have been sent to the Board of Directors on Wednesday, 10 January 2024 at the latest. Requests were asked to be emailled to agm@sanoma.com or sent to Sanoma Corporation, Group Legal Affairs, P.O. Box 60, 00089 Sanoma.
According to the Finnish Companies Act, e.g. the following matters are subject to the decision-making power of a General Meeting:
- amendments to the Articles of Association;
- increases or decreases in share capital;
- issues of shares or other rights entitling to shares;
- acquisition of own shares;
- decisions on the number, election and remuneration of Directors;
- adoption of the financial statements;
- distribution of profits / allocation of losses.
Previous Annual General Meetings
Annual General Meeting 2023
Sanoma Corporation's Annual General Meeting 2023 was held on Wednesday, 19 April 2023 in Helsinki.
Chair of the Board's speech at the AGM 2023 (video interpreted in English)
CEO's presentation at the AGM 2023 (video)
Important Dates
The AGM resolved that a dividend on EUR 0.37 per share shall be paid. The dividend was paid in three instalments. The first instalment of EUR 0.13 per share was paid to a shareholder who was 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 was 28 April 2023.
The Board of Directors of Sanoma Corporation decided in its meeting on 4 September 2023 the record date and payment date of the second instalment of the dividend for 2022, amounting to EUR 0.13 per share. The second dividend instalment was paid to a shareholder who was registered in the shareholders’ register of Sanoma Corporation maintained by Euroclear Finland Ltd on the dividend record date 15 September 2023. The dividend payment date for this instalment was 22 September 2023.
The Board of Directors of Sanoma Corporation decided in its meeting on 25 October 2023 the record date and payment date of the third instalment of the dividend for 2022, amounting to EUR 0.11 per share. The third dividend instalment was paid to a shareholder who was registered in the shareholders’ register of Sanoma Corporation maintained by Euroclear Finland Ltd on the dividend record date 27 October 2023. The dividend payment date for this instalment was 3 November 2023.
Minutes of Annual General Meeting (unofficial translation)
Appendice to the Minutes :
Appendix 2 Notice to the Annual General Meeting
Appendix 4 Financial Statements 2022 and Report of the Board of Directors
Appendix 5 Auditors Report 2022
Appendix 6 Proposal on the use of the profit shown on the balance sheet and the payment of dividend
Appendix 7 Remuneration Report 2022
Appendix 8 Proposal on Remuneration Report 2022
Appendix 9 Remuneration Policy
Appendix 10 Proposal on Remuneration Policy
Appendix 11 Proposals of the Shareholders’ Nomination Committee
Appendice 12–13 Proposals on the remuneration and election of the Auditor
Appendix 14 Proposal on authorising the Board of Directors to decide on the repurchase of the Company’s own shares
Appendix 15 Proposal for authorising the Board of Directors to decide on issuance of shares, option rights and other special rights entitling to shares
Appendix 16 Proposal on amending the Articles of Association
Privacy Statement
Privacy Statement 2023
Annual General Meeting 2022
Sanoma Corporation's Annual General Meeting was held on 7 April 2022 in Helsinki.
The Board of Directors of the Company resolved on extraordinary meeting procedures pursuant to temporary legislation (375/2021) that entered into force on 8 May 2021. The shareholders of the Company and their proxy representatives could only participate in the meeting and exercise the shareholder’s rights by voting in advance as well as by submitting counterproposals and asking questions in advance in accordance with the instructions set out in the notice and other instructions provided by the Company.It was not possible to attend the meeting in person.
Chairperson of the Board of Directors, Pekka Ala-Pietilä's speech at the AGM 2022
President and CEO Susan Duinhoven's presentation at the AGM 2022
Important Dates
The AGM resolved that a dividend of EUR 0.54 per share shall be paid. The dividend was paid in two instalments. The first instalment of EUR 0.27 per share was paid to a shareholder who was registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the dividend record date 11 April 2022. The payment date for this instalment was 20 April 2022.
The second instalment of EUR 0.27 per share was paid in November 2022. The second instalment was paid to a shareholder who was registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the dividend record date, which, together with the dividend payment date, was decided by the Board of Directors in its meeting on 26 October 2022. The dividend record date was 28 October 2022 and the dividend payment date 4 November 2022.
Minutes of Annual General Meeting 2022 with attachments
Minutes of the Annual General Meeting 2022
Appendix 3 Notice to the AGM
Appendix 4 Financial Statements 2021, Report of the Board of Directors and Auditors Report
Appendix 5 Proposal on the use of the profit shown on the balance sheet and the payment of dividend
Appendix 6 Proposal and Remuneration Report
Appendix 7 Proposal and Remuneration Policy
Appendix 8 Proposal on the remuneration and election of the Auditor
Appendix 9 Shareholders’ Nomination Committee Charter
Appendix 10 Proposal on authorising the Board of Directors to decide on the repurchase of the Company’s own shares
Appendix 11 Proposal for authorising the Board of Directors to decide on issuance of shares, option rights and other special rights entitling to shares
Privacy Statement
Published as pre-materials of the AGM 2022
Auditor's report for 2021, Samuli Perälä Auditor wiith principal authority
Auditor's Report for 2021 (pdf)
Remuneration Report, Julian Drinkall Chair of HR Committee
Updated Remuneration Policy and remuneration in 2021 (pdf)
Remuneration and Election of the Auditor, Denise Koopmans Chair of Audit Committee
Annual General Meeting 2021
The Annual General Meeting of Sanoma Corporation was held on Tuesday, 13 April 2021 at 14:00 Finnish time (EET).
The Board of Directors of the Company resolved on extraordinary meeting procedures pursuant to temporary legislation (667/2020) that entered into force on 3 October 2020. In order to prevent the spread of the coronavirus pandemic, the shareholders of the Company and their proxy representatives could only participate in the meeting and exercise the shareholder’s rights by voting in advance as well as by submitting counterproposals and asking questions in advance in accordance with the instructions set out in the meeting notice and other instructions provided by the Company. It was not possible to attend the meeting in person.
Chairman of the Board of Directors, Pekka Ala-Pietilä's speech at the AGM 2021 (interpreted in English)
President and CEO Susan Duinhoven's presentation at the AGM 2021
Questions by shareholders and responses to them by Company's management
Important dates
The AGM resolved that a dividend of EUR 0.52 per share shall be paid and a sum of EUR 700,000 shall be transferred to the donation reserve and used at the Board of Directors’ discretion.
The dividend shall be paid in two instalments. The first instalment of EUR 0.26 per share was paid to a shareholder who was registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the dividend record date 15 April 2021. The payment date for this instalment was 22 April 2021.
The second instalment of EUR 0.26 per share shall be paid in November 2021. The second instalment shall be paid to a shareholder who is registered in the shareholders’ 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 26 October 2021. The dividend record date would then be on or about 28 October 2021 and the dividend payment date on or about 4 November 2021.
Minutes of the meeting and appendices
Minutes of the Annual General Meeting 2021
Appendix 3 Notice to Annual General Meeting 11.3. and 10.2.2021
Appendix 4 Financial Statements, Annual Review and Audit Report 2020
Appendix 5 Proposal for the use of profit and the payment of dividend
Appendix 6 Remuneration Report 2020
Appendice 7-8 Proposal for the remuneration and election of the Auditor
Appedix 9 Proposal for authorising the Board of Directors to decide on the repurchase of the company’s own shares
Appendix 10 Proposal for authorising the Board of Directors to decide on issuance of shares, option rights and other special rights entitling to shares
Privacy statement
Read the full Privacy statement
Published as pre-materials of the AGM
- Review by Susan Duinhoven, President and CEO (pdf)
- Auditor’s Report for 2020, Samuli Perälä, Auditor with principal responsibility (video)
- Remuneration Report 2020, Kai Öistämö, Chair of HR committee (video)
- Introduction of Anna Herlin, Board member candidate (video)
- Remuneration and Election of the Auditor, Denise Koopmans, Chair of Audit Committee (video)
Annual General Meeting 2020
The Annual General Meeting of Sanoma Corporation was held on Wednesday, 25 March 2020 at 14:00 Finnish time (EET).
Due to the corona virus outbreak, shareholders were encouraged to attend the meeting by proxies and to follow the meeting via live-webcast. Shareholders were able to ask questions related to agenda points of the AGM during and after the meeting until 26 March 2020. No questions were received.
Recording of CEO's presentation
Important dates and times
- The dividend was paid in two instalments: 0.25 EUR per share on 3 April 2020 and EUR 0.25 per share on 6 November 2020
- The record date of the first dividend payment instalment was 27 March 2020 and on 30 October 2020 for the second instalment
Minutes of the meeting and appendice
Minutes of the Annual General Meeting 2020
Appendix 1 – Notice to the AGM of Sanoma Corporation 2020
Appendix 6 – Annual Review and Financial Statements 2019
Appendix 7 – Audit Report 2019
Appendix 8 – Proposal for the use of the profit shown on the balance sheet and the payment of dividend
Appendix 9 – Remuneration Policy
Appendice 10-11 – Proposal for the remuneration and election of the Auditor
Appendix 12 – Proposal for authorising the Board of Directors to decide on the repurchase of the Company’s own shares
Appendix 13 – Proposal for authorising the Board of Directors to decide on issuance of shares, option rights and other special rights entitling to shares
Privacy statement
Read the full Privacy Statement
Annual General Meeting 2019
The Annual General Meeting of Sanoma Corporation was held on Wednesday, 27 March 2019 at 14:00 Finnish time (EET) at Marina Congress Center (Katajanokanlaituri 6, 00160 Helsinki, Finland).
Resolutions of the AGM 2019
CEO’s and CFO’s presentations (pdf)
Minutes and appendices of the Annual General Meeting 2019
Minutes of the Annual General Meeting 2019
Appendix 1: Notice to the Annual General Meeting of Sanoma Corporation 2019
Appendix 5: Financial Statements and Board of Directors’ report 2018
Appendix 6: Auditor’s Report 2018
Appendix 7: Proposal for the use of the profit and the payment of dividend
Appendices 8-9: Proposal for the remuneration and election of the Auditor
Appendix 10: Proposal for authorising the Board of Directors to decide on the repurchase of the Company’s own shares
Appendix 11: Proposal for authorising the Board of Directors to decide on issuance of shares, option rights and other special rights entitling to shares
Annual General Meeting 2018
The Annual General Meeting of Sanoma Corporation was held on Thursday, 22 March 2018 at 14:00 Finnish time (CET+1) at the at Marina Congress Center (Katajanokanlaituri 6, 00160 Helsinki, Finland).
Resolutions of Sanoma’s Annual General Meeting 2018
CEO’s and CFO’s presentations (pdf)
CEO presentation (English) – video link
CFO presentation (Finnish) – video link
Speech from the Chairman of the Board (Finnish) – video link
Minutes and appendices of the Annual General Meeting 2018
Minutes of the Annual General Meeting 2018
Appendix 1: Notice to the AGM of Sanoma Corporation 2018
Appendix 6: Financial Statements and Board of Directors’ Report 2017
Appendix 7: Auditor’s Report 2017
Appendix 8: Proposal for the distribution of profit
Appendices 9 and 10: Proposal for the remuneration and election of the Auditor
Appendix 11: Proposal for authorisation to repurchase the Company’s own shares
Annual General Meeting 2017
The Annual General Meeting of Sanoma Corporation was held on Tuesday, 21 March 2017 at the at Scandic Park Helsinki (Mannerheimintie 46, 00260 Helsinki, Finland).
Resolutions of Sanoma’s Annual General Meeting 2017
CEO’s and CFO’s presentations (pdf)
Speach from the Chairman of the Board (Finnish) – video link
Minutes and appendices of the Annual General Meeting 2017
Minutes of the Annual General Meeting 2017
Appendix 1: Notice to the AGM of Sanoma Corporation 2017
Appendix 6: Financial Statements and Board of Directors’ Report 2016
Appendix 7: Auditor’s report 2016
Appendix 8: Proposal for the distribution of profit
Appendix 9: Proposal for amendment of Articles of Association
Appendices 10-11: Proposal for the remuneration and election of the Auditor
Appendix 13: Proposal for authorisation to repurchase the Company’s own shares
Annual General Meeting 2016
The Annual General Meeting of Sanoma Corporation was held on Tuesday, 12 April 2016 at the at the Conference Centre of Messukeskus, Helsinki, Expo and Convention Centre .
Resolutions of Sanoma’s Annual General Meeting 2016
Minutes of the meeting and appendices
Minutes of the Annual General Meeting 2016
Appendix 1: Notice to the AGM 2016 of Sanoma Corporation
Appendix 6: Financial Statements and Board of Directors Report for 2015
Appendix 7: Auditors’ Report
Appendix 8: Board’s proposal for the distribution of profit
Appendices 9 and 10: Board’s proposal for the remuneration and election of the Auditors
Appendix 12: Board’s proposal for authorisation to repurchase the Company’s own shares
Appendix 13: Board’s proposal for authorisation to decide on issuance of shares, option rights and other special rights entitling to shares
