Sanoma Corporation, Stock Exchange Release, 7 April 2022 at 16:15 EET
Decisions taken by Sanoma Corporation’s Annual General Meeting and Board of Directors
Sanoma Corporation’s Annual General Meeting (AGM) was held on 7 April 2022 in Helsinki. The AGM was held based on the so-called temporary act so that the shareholders of the Company and their proxy representatives participated in the meeting and exercised the shareholder’s rights only by voting in advance as well as by submitting counterproposals and asking questions in advance.
The meeting adopted the Financial Statements, the Board of Directors’ Report and the Auditor’s Report for the year 2021 as well as discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2021. 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 of EUR 0.54 per share shall be paid. The dividend shall be paid in two instalments. The first instalment of EUR 0.27 per share 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 11 April 2022. The payment date for this instalment is 20 April 2022.
The second instalment of EUR 0.27 per share shall be paid in November 2022. 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 2022. The dividend record date would then be on or about 28 October 2022 and the dividend payment date on or about 4 November 2022.
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, Sebastian Langenskiöld and Rafaela Seppälä were re-elected as members. Pekka Ala-Pietilä was elected as the Chairperson of the Board and Nils Ittonen as the Vice Chairperson. The term of all Board members ends at the end of the AGM 2023.
Remuneration of the Board of Directors
The AGM resolved that the monthly remuneration payable to the members of the Board of Directors shall remain unchanged. The monthly remunerations are: EUR 12,000 for the Chairperson of the Board, EUR 7,000 for the Vice Chairperson of the Board, and EUR 6,000 for the members of the Board.
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 the Chairpersons of Board Committees: the meeting fee is increased to EUR 3,500 / Committee meeting participated;
- For Committee members who reside outside Finland: the meeting fees are increased to 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: the meeting fee is increased to EUR 1,500 / Committee meeting participated.
The meeting fees of the Shareholders’ Nomination Committee are:
- For the Chairperson of the Committee: EUR 3,500 / Committee meeting participated;
- For members of the 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 Committee who reside in Finland: EUR 1,500 / Committee meeting where the member was present
Establishment of the Shareholders’ Nomination Committee
The AGM resolved that a Shareholders’ Nomination Committee is established for the Company and its Charter was adopted. The Committee is established until further notice until otherwise decided by the General Meeting of the shareholders and it consists of up to four members who represent the Company’s four largest shareholders who, on 31 May preceding the next year’s Annual General Meeting, hold the largest number of votes calculated of all shares in the Company. The Shareholders’ Nomination Committee shall elect a Chairperson from among its members. The term of all members of the Committee expires annually upon the appointment of the next Shareholders’ Nomination Committee (to be appointed after the next Annual General Meeting following the appointment).
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 2023 and it terminates the corresponding authorisation granted by the AGM 2021.
The shares shall be repurchased to develop the Company’s capital structure, to carry out or finance potential corporate acquisitions or other business arrangements, 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 5,000,000 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 2023 and it will replace the corresponding authorisation granted by the AGM 2021.
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 (Chairperson), Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Nils Ittonen
Human Resources Committee: Julian Drinkall (Chairperson), Sebastian Langenskiöld, Rafaela Seppälä
In addition to Audit Committee and Human Resources Committee, the Board of Directors has, according to its Charter, an Executive Committee. The Executive Committee consists of the Chairperson and Vice Chairperson of the Board, the President and CEO and at Chairperson’s invitation one or several members of the Board. In 2022, the Executive Committee will comprise Pekka Ala-Pietilä (Chairperson), 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 eleven European countries and employ more than 5,000 professionals. In 2021, our net sales amounted to approx. 1.25bn€ and our operational EBIT margin excl. PPA was 15.8%. Sanoma shares are listed on Nasdaq Helsinki. More information is available at sanoma.com.
