Sanoma Corporation, Stock Exchange Release, 7 February 2024 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 17 April 2024 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 organised only if it is technically possible.
The official venue of the general meeting 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). The Company recommends shareholders and their representatives to arrive at the venue using public transportation. No parking has been arranged for the shareholders or their representatives 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 2023
- 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 2023.
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 19 April 2024. The payment date proposed by the Board of Directors for this instalment is 26 April 2024.
The second instalment of EUR 0.13 per share shall be paid in September 2024. 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 12 September 2024.
The third instalment of EUR 0.11 per share shall be paid in November 2024. 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 30 October 2024.
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 year 2023 prepared in accordance with the remuneration policy adopted on 19 April 2023 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 4 March 2024.
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. 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 of the Board of Directors 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 payable to the members of the Board of Directors remain unchanged:
- For members of the Board of Directors 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.
12. Resolution on the number of the 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 eight.
13. Election of the members of the Board of Directors, the Chair and the Vice Chair 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, Sebastian Langenskiöld, Eugenie van Wiechen and Klaus Cawén as a new member, and that the term of all the members of the Board of Directors ends at the end of the Annual General Meeting in 2025. Nils Ittonen and Denise Koopmans have informed that they are not available for re-election.
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.
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.
Klaus Cawén, born 1957, Finnish citizen, LL.M. from Columbia University, New York, USA; LL.M. from the University of Helsinki, Finland. Klaus Cawén has worked at Kone Corporation since 1983 and has acted as Executive Advisor at Kone Corporation since 2021. He acted as Executive Vice President and member of the Kone Executive Board in 1991−2021 and has worked in several leadership positions related to e.g. M&A, strategic alliances and legal within Kone. In addition, Cawén is Vice Chair of the Board of Directors in Metso Corporation and member of the Board of Directors in A. Ahlström Corporation as well as Toshiba Elevator and Building Systems Corporation. He is also Senior Advisor at DevCo Partners Oy.
With regard to the procedure for the selection of the members of the Board of Directors, the Shareholders’ Nomination Committee 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.
14. Resolution on the remuneration of the Auditor and the Sustainability 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.
Furthermore, in accordance with the recommendation of the Board of Director’s Audit Committee, the Board of Directors proposes that the Sustainability Auditor’s remuneration be paid according to invoice approved by the Company.
15. Election of the Auditor and the Sustainability 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 Tiina Puukkoniemi, 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 2025.
Auditors give their report for the financial year 2024 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.
Furthermore, in accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the Sustainability Auditor shall be sustainability audit firm PricewaterhouseCoopers Oy for a term that expires at the end of the Annual General Meeting in 2025. PricewaterhouseCoopers Oy has informed that Tiina Puukkoniemi, Authorised Public Accountant, Authorised Sustainability Auditor (ASA), is the responsible sustainability auditor.
16. 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 2025 and it terminates the corresponding authorisation given to the Board of Directors by the Annual General Meeting of 19 April 2023.
17. 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 2025 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 19 April 2023.
18. 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 Company’s Annual Report 2023, including the company’s Financial Statements, the Board of Directors’ Report, Sustainability Report, Corporate Governance Statement, Remuneration Report and the Auditor’s Report of Sanoma, will be available on the above-mentioned website on week 10, commencing on 4 March 2024. Copies of the decision proposals and other abovementioned shall be sent to shareholders upon request. The decision proposals and the other above-mentioned documents are also displayed at the Annual General Meeting but, due to environmental reasons, only the agenda will be available in print. Notice to the Annual General Meeting shall not be sent to the shareholders separately. The minutes of the Annual General Meeting shall be available on the above-mentioned website on 1 May 2024 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 2024, 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 or equity savings account, is automatically registered in the shareholders’ register of the Company. The use of proxies is described below.
Registration for the Annual General Meeting will commence on 14 March 2024 at 10:00 a.m. (EET). 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 11 April 2024 at 16:00 (EET). The notice must be received by Innovatics Ltd before the end of the above-mentioned registration period. 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 online banking credentials or a mobile ID.
b) by regular mail addressed to Innovatics Ltd, AGM / Sanoma Corporation, Ratamestarinkatu 13 A, 00520 Helsinki
c) by phone by calling number +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 agm@innovatics.fi
In connection with the registration, requested information must be provided, such as the shareholder’s name, date of birth/personal identification number/business identity code, contact details and the name of a proxy representative, legal representative or assistant, if any, and the date of birth or the personal identification number of the proxy representative or legal representative, as applicable. 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.
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 agm@sanoma.com. 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 2024. 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 12 April 2024 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 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 14 March 2024 at the latest. The proxy documents, if any, should be notified in connection with registration, and they should be submitted primarily to Innovatics Ltd by email addressed to agm@innovatics.fi or by regular mail addressed to Innovatics Ltd, 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 Ltd. In addition to delivering proxy authorisation 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 Ltd’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 Ltd’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 7-17 of the Annual General Meeting during the period from 14 March 2024 at 10.00 (EET) until 11 April 2024 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 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 at the latest on 14 March 2024 or corresponding information to Innovatics Ltd primarily by email addressed to agm@innovatics.fi, or by regular mail addressed to Innovatics Ltd, 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 agm@sanoma.com, by regular mail addressed to Sanoma Corporation, AGM, P.O. Box 60, 00089 Sanoma or in connection with the electronic voting no later than 11 April 2024 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 Finnish 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 298,045 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, 6 February 2024
Sanoma Corporation
Board of Directors
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 twelve European countries and employ more than 5,000 professionals. In 2023, our net sales amounted to approx. 1.4bn€ and our operational EBIT margin excl. PPA was 12.6%. Sanoma shares are listed on Nasdaq Helsinki. More information is available at sanoma.com.
