Resolutions of Sanoma’s Annual General Meeting 2013
Sanoma Corporation, Stock Exchange Release, 3 April 2013 at 16:45 CET+1
In accordance with the proposal of the Board of Directors, Sanoma Corporation's Annual General Meeting 2013 approved today the payment of a dividend of EUR 0.60 per share and authorised the Board to decide on the repurchase of the Company's own shares. The AGM also approved other proposals to the AGM as they were.
Board member Antti Herlin was re-elected and Anne Brunila, Mika Ihamuotila and Robin Langeskiöld were elected as new Board Members. Antti Herlin was elected as Chairman of the Board and Sakari Tamminen as Vice Chairman.
The AGM adopted the financial statements for 2012 and discharged the members of the Board of Directors as well as President and CEO from liability for the financial year 2012.
Use of the profit and dividend payment
The AGM resolved that a dividend of EUR 0.60 per share shall be paid and a sum of EUR 550,000 shall be transferred to the donation reserve and used at the Board of Directors' discretion. The record date for distribution of dividends is 8 April 2013 and in Finland, the dividends will be paid on 16 April 2013. Outside Finland, the actual dividend payment date will be determined by the practices of the intermediary banks transferring the payments.
Authorisation to decide on a share issue
The AGM authorised the Board of Directors to decide on an issuance of a maximum of 82,000,000 new shares and a transfer of a maximum of 5,000,000 treasury shares. The authorisation will be valid until 30 June 2016.
The Board of Directors is authorised to grant a maximum of 5,000,000 stock options as a part of the Company's incentive programme. In a directed share issue, a maximum of 41,000,000 shares can be issued or transferred.
Authorisation to decide on the repurchase of the Company's shares
The AGM authorised the Board to decide on the repurchase of maximum of 16,000,000 Company's own shares. The authorisation is effective until 30 June 2014 and terminates the corresponding authorisation granted by the AGM on 3 April 2012.
These shares will be purchased with the Company's unrestricted shareholders' equity, and the repurchases will reduce funds available for distribution on profits. The shares will be repurchased to develop the Company's capital structure, 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.
The shares can be repurchased either through a tender offer made to all shareholders on equal terms or in other proportion than that of the current shareholders at the market price of the repurchase moment on the NASDAQ OMX Helsinki Ltd.
Amendments to the Articles of Association
The following amendments to Sanoma Corporation's Articles of Association were made:
Article 2 was amended to reflect the Company’s current operations. Article 3, first paragraph was deleted as the focus of book publishing has moved from fiction towards non-fiction and learning. In addition the second paragraph of Article 3 was amended to reflect the Company’s current operations. Article 5, references to Director General and Executive Committee and other Board Committees were deleted as the company does not currently have or intend to appoint a Director General and the Board of Directors can decide to establish a committee to prepare matters to be considered by the Board of Directors as part of the Company’s corporate governance without a separate stipulation thereon in the Articles of Association. Article 6, Paragraphs 6–7 were deleted as unnecessary as the matters follow from the Finnish Companies Act. Articles 7 and 8 were deleted as unnecessary as the duties of the Board of Directors and the President and CEO follow from the Finnish Companies Act. Article 9, some technical amendments were made. Article 12, paragraphs concerning the time of the Annual General Meeting were deleted as it follows from the Finnish Companies Act. The place of the General Meeting was amended to reflect the current practice of the Company and the place of the main office of the Company. Article 13, a technical amendment was made. Article 14, the last sentence was deleted as unnecessary as the stipulation regarding shares in the book-entry system follows from the Finnish Companies Act and other relevant regulations regarding the book-entry system. Article 15 was deleted as unnecessary as the matters to be handled at the Annual General Meeting follow from the Finnish Companies Act and from other articles of the Company’s Articles of Association. The numbering of the articles was aligned with the above amendments to the Articles of Association.
The new Articles of Association are presented on the Group's website at Sanoma.com.
Members of the Board and remuneration
The number of Sanoma's Board members was set at ten. Board member Antti Herlin was re-elected to the Board. Anne Brunila, Mika Ihamuotila and Robin Langenskiöld were elected as new Board members.
The Board of Directors of Sanoma consists of Antti Herlin (Chairman), Sakari Tamminen (Vice Chairman), and Annet Aris, Anne Brunila, Jane Erkko, Mika Ihamuotila, Robin Langenskiöld, Nancy McKinstry, Rafaela Seppälä and Kai Öistämö as members.
According to the Articles of Association, the term of Board member is three years. The Board members' terms have been arranged so that about one third of the members are elected annually. The term of Jane Erkko, Nancy McKinstry, Rafaela Seppälä and Kai Öistämö continues until the AGM in 2014, and the term of Annet Aris, Robin Langenskiöld and Sakari Tamminen continues until the AGM in 2015 and the term of Anne Brunila, Antti Herlin and Mika Ihamuotila continues until the AGM in 2016.
The AGM resolved to continue to pay the following monthly remuneration to members of the Board:
- EUR 8,500 to the Chairman
- EUR 6,500 to the Vice Chairman and
- EUR 5,500 to members.
A sum of EUR 1,000 per meeting will be paid to committee members, as before. In addition, a sum of EUR 1,000 per Board meeting will be paid for members whose place of residence is outside of Finland. A sum of EUR 2,000 for each Committee meeting will be paid for each Chairman of the Board's Committee and the members whose place of residence is outside of Finland.
The AGM appointed chartered accountants KPMG Oy Ab, with Virpi Halonen, Authorised Public Accountant, as Auditor in Charge, as the auditor of the Company. The AGM decided to continue to pay the auditors according to the invoice approved by the Company.
Sanoma’s Investor Relations, Martti Yrjö-Koskinen tel. +358 40 684 4643 or firstname.lastname@example.org
Get the world. Sanoma helps people access and understand the world. We are a European foretrunner in consumer media and learning. We employ more than 10,000 professionals in some 20 countries. In 2012, the Group’s net sales totalled EUR 2.4 billion. Sanoma’s share is listed on the NASDAQ OMX Helsinki.