Resolutions of Sanoma’s Annual General Meeting 2014
Sanoma Corporation, Stock Exchange Release, 9 April 2014 at 16:15 CET+1
In accordance with the proposal of the Board of Directors, Sanoma Corporation's Annual General Meeting 2014 approved today the payment of a dividend of EUR 0.10 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 Rafaela Seppälä and Kai Öistämö were re-elected and Pekka Ala-Pietilä and Nils Ittonen 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 2013 and discharged the members of the Board of Directors as well as President and CEO from liability for the financial year 2013.
Use of the profit and dividend payment
The AGM resolved that a dividend of EUR 0.10 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 14 April 2014 and in Finland, the dividends will be paid on 23 April 2014. Outside Finland, the actual dividend payment date will be determined by the practices of the intermediary banks transferring the payments.
In addition, the AGM authorised the Board of Directors to decide on the distribution of additional dividend of no more than EUR 0.20 per share. The distribution of additional dividend can be made in one or more instalments. The Board can also decide not to use this authorisation. The AGM decided that the authorisation includes the right for the Board to decide on all other conditions relating to the distribution of additional dividend. The authorisation is effective until the next Annual General Meeting.
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 2015 and terminates the corresponding authorisation granted by the AGM on 3 April 2013.
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.
Members of the Board and remuneration
The number of Sanoma's Board members was set at ten. Board members Rafaela Seppälä and Kai Öistämöwere re-elected to the Board. Pekka Ala-Pietilä and Nils Ittonen were elected as new Board members. Antti Herlin was elected as Chairman of the Board and Sakari Tamminen as Vice Chairman.
The Board of Directors of Sanoma consists of Antti Herlin (Chairman), Sakari Tamminen (Vice Chairman), and Pekka Ala-Pietilä, Annet Aris, Anne Brunila, Mika Ihamuotila, Nils Ittonen, Robin Langenskiöld, 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 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, and the term of Pekka Ala-Pietilä, Nils Ittonen, Rafaela Seppälä and Kai Öistämö continues until the AGM in 2017.
The AGM resolved to continue to pay the following monthly remuneration to members of the Board:
- EUR 8,500 to Chairman
- EUR 6,500 to 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, Olli Turunen, tel. +358 40 552 8907 or firstname.lastname@example.org
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Sanoma is a front running consumer media and learning company in Europe. In Finland and The Netherlands we are the market leading media company with a broad presence across multiple platforms. Our main markets in learning are Belgium, Finland, The Netherlands, Poland and Sweden. In 2013, Sanoma’s net sales totalled EUR 2.1 billion. Sanoma is listed on the NASDAQ OMX Helsinki stock exchange.