Resolutions of Sanoma’s Annual General Meeting 2015

Sanoma Corporation, Stock Exchange Release, 8 April 2015 at 16:15 CET+1

In accordance with the proposal of the Board of Directors, Sanoma Corporation's Annual General Meeting 2015 approved today the payment of a dividend of EUR 0.20 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 Robin Langenskiöld was re-elected and Susan Duinhoven and Denise Koopmans were elected as new Board members. Antti Herlin was elected as Chairman of the Board and Pekka Ala-Pietilä as Vice Chairman.

The AGM adopted the Financial Statements, the Board of Directors’ Report and the Auditors’ Report for the year 2014 and discharged the members of the Board of Directors as well as President and CEO from the liability for the financial year 2014.

Use of the profit and dividend payment

The AGM resolved that a dividend of EUR 0.20 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 the distribution of dividends is 10 April 2015 and in Finland, the dividends will be paid on 17 April 2015. Outside Finland, the actual dividend payment date will be determined by the practices of the intermediary banks transferring the payments.

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 2016 and terminates the corresponding authorisation granted by the AGM on 9 April 2014.

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 member Robin Langenskiöld was re-elected to the Board. Susan Duinhoven and Denise Koopmans were elected as new Board members. Antti Herlin was elected as Chairman of the Board and Pekka Ala-Pietilä as Vice Chairman.

The Board of Directors of Sanoma consists of Antti Herlin (Chairman), Pekka Ala-Pietilä (Vice Chairman), and Anne Brunila, Susan Duinhoven, Mika Ihamuotila, Nils Ittonen, Denise Koopmans, 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 Antti Herlin, Anne Brunila, 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, and the term of Robin Langenskiöld, Susan Duinhoven, Denise Koopmans continues until the AGM in 2018.

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.

The meeting fees are:

  • For Board members who reside outside Finland: EUR 1,000 / Board meeting where the member was present;
  • For the Chairmen of Board’s 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.

Company auditors

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.

Additional information
Sanoma’s Investor Relations, Olli Turunen, tel. +358 40 552 8907

Sanoma.com

Get the world. Sanoma helps people access and understand the world.

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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 2014, Sanoma’s net sales totalled EUR 1.9 billion. Sanoma is listed on the Nasdaq Helsinki stock exchange.

08.04.2015