Decisions taken by Sanoma Corporation’s Annual General Meeting and Board of Directors

Sanoma Corporation, Stock Exchange Release, 27 March 2019 at 18:20 EET

Decisions taken by Sanoma Corporation’s Annual General Meeting and Board of Directors


Sanoma Corporation’s Annual General Meeting (AGM) was held on 27 March 2019 in Helsinki. The meeting adopted the Financial Statements, the Board of Directors’ Report and the Auditor’s Report for the year 2018 and discharged the members of the Board of Directors as well as the President and CEO from liability for the financial year 2018.


Use of profit and payment of dividend

The AGM resolved that a dividend of EUR 0.45 per share shall be paid and a sum of EUR 350,000 be reserved for charitable donations to be used at the Board of Directors’ discretion.

The dividend shall be paid in two instalments. The first instalment of EUR 0.25 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 29 March 2019. The payment date for this instalment is 5 April 2019.

The second instalment of EUR 0.20 per share shall be paid in November 2019.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 24 October 2019. The dividend record date would then be on or about 28 October 2019 and the dividend payment date on or about 4 November 2019.


Remuneration of the Board of Directors

The AGM resolved that the remuneration payable to the members of the Board of Directors shall remain as before. The monthly remunerations are EUR 8,500 for the Chairman of the Board of Directors, EUR 6,500 for the Vice Chairman of the Board of Directors, and EUR 5,500 for the members of the Board of Directors.

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 Chairmen of Board of Directors’ 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.


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, Antti Herlin, Anne Brunila, Mika Ihamuotila, Nils Ittonen, Denise Koopmans, Rafaela Seppälä and Kai Öistämö were re-elected as members, and Sebastian Langenskiöld was elected as a new member of the Board of Directors. Pekka Ala-Pietilä was elected as the Chairman of the Board and Antti Herlin as the Vice Chairman. The term of all the Board members ends at the end of the AGM 2020.


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. 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 authorisation will be valid until 30 June 2020 and it terminates the corresponding authorisation granted by the AGM 2018.

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 Limited Liability Companies Act. Option rights and other special rights entitling to shares as specified in Chapter 10, Section 1 of the Finnish Limited Liability 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 18,000,000 new shares 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 2020 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 12 April 2016.


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: Anne Brunila (Chairman), Nils Ittonen, Denise Koopmans
Human Resources Committee: Kai Öistämö (Chairman), Mika Ihamuotila, 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 Chairman and Vice Chairman of the Board, the President and CEO and at Chairman’s invitation one or several members of the Board. In 2019, the Executive Committee will comprise Pekka Ala-Pietilä (Chairman), Antti Herlin, Nils Ittonen and Susan Duinhoven.


Additional information
Kaisa Uurasmaa, Head of Investor Relations and CSR, tel. +358 40 560 5601

Sanoma

Sanoma is a front running learning and media company impacting the lives of millions every day. We enable teachers to excel at developing the talents of every child, provide consumers with engaging content, and offer unique marketing solutions to business partners.

With operations in Finland, the Netherlands, Poland, Belgium and Sweden, our net sales totalled EUR 1.3 billion and we employed more than 4,400 professionals in 2018. Sanoma shares are listed on Nasdaq Helsinki. More information is available at www.sanoma.com.

27.03.2019