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

Sanoma Corporation, Stock Exchange Release, 25 March 2020 at 19:00 EET

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

Sanoma Corporation’s Annual General Meeting (AGM) was held on 25 March 2020 in Helsinki. The meeting adopted the Financial Statements, the Board of Directors’ Report and the Auditor’s Report for the year 2019, considered the Remuneration Policy for governing bodies and discharged the members of the Board of Directors as well as the President and CEO from liability for the financial year 2020.

Use of profit and payment of dividend

The AGM resolved that a dividend of EUR 0.50 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 27 March 2020. The payment date for this instalment is 3 April 2020.

The second instalment of EUR 0.25 per share shall be paid in November 2020. 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 28 October 2020. The dividend record date would then be on or about 30 October 2020 and the dividend payment date on or about 6 November 2020.

Remuneration of the Board of Directors

The AGM resolved that the monthly remuneration payable to the members of the Board of Directors shall be increased. The monthly remunerations are: EUR 12,000 for the Chairman of the Board, EUR 7,000 for the Vice Chairman of the Board, and EUR 6,000 for the members of the Board.

The meeting fees of the Board of Directors remain unchanged and are:

- For Board members who reside outside Finland: EUR 1,000 / Board meeting where the member was present;

- For the Chairmen of Board 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 ten. Pekka Ala-Pietilä, Antti Herlin, Mika Ihamuotila, Nils Ittonen, Denise Koopmans, Sebastian Langenskiöld, Rafaela Seppälä and Kai Öistämö were re-elected as members, and Julian Drinkall and Rolf Grisebach were elected as new members 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 Board members ends at the end of the AGM 2021.

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 2021 and it terminates the corresponding authorisation granted by the AGM 2019.

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 2021 and it will replace the corresponding authorisation granted by the AGM 2019.

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 (Chairman), Rolf Grisebach, Mika Ihamuotila, Nils Ittonen
Human Resources Committee: Kai Öistämö (Chairman), Julian Drinkall, 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 Chairman and Vice Chairman of the Board, the President and CEO and at Chairman’s invitation one or several members of the Board. In 2020, 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.

Today, we have operations in ten countries including Finland, the Netherlands and Poland. Our net sales totalled EUR 900 million and we employed approx. 3,500 professionals in 2019. Sanoma shares are listed on Nasdaq Helsinki. More information is available at www.sanoma.com.

25.03.2020