Resolutions of Sanoma’s Annual General Meeting 2016
Sanoma Corporation, Stock Exchange Release, 12 April 2016 at 16:45 CET+1
In accordance with the proposal of the Board of Directors, Sanoma Corporation's Annual General Meeting 2016 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 members Antti Herlin, Anne Brunila and Mika Ihamuotila were re-elected as Board members. Pekka Ala-Pietilä was elected as Chairman of the Board and Antti Herlin as Vice Chairman.
The AGM adopted the Financial Statements, the Board of Directors’ Report and the Auditors’ Report for the year 2015 and discharged the members of the Board of Directors as well as President and CEO from the liability for the financial year 2015.
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 350,000 shall be transferred to the donation reserve and used at the Board of Directors' discretion. The record date for the distribution of dividends is 14 April 2016 and in Finland, the dividends will be paid on 21 April 2016. 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 50,000,000 new shares and a transfer of a maximum of 5,000,000 treasury shares. The authorisation will be valid until 30 June 2019.
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 2017 and terminates the corresponding authorisation granted by the AGM on 8 April 2015.
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 Helsinki Ltd.
Members of the Board and remuneration
The number of Sanoma's Board members was set at ten. Board members Antti Herlin, Anne Brunila and Mika Ihamuotila were re-elected to the Board. Pekka Ala-Pietilä was elected as Chairman of the Board and Antti Herlin as Vice Chairman.
The Board of Directors of Sanoma consists of Pekka Ala-Pietilä (Chairman), Antti Herlin (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 Pekka Ala-Pietilä, Nils Ittonen, Rafaela Seppälä and Kai Öistämö continues until the AGM in 2017, the term of Robin Langenskiöld, Susan Duinhoven and Denise Koopmans continues until the AGM in 2018 and the term of Antti Herlin, Anne Brunila and Mika Ihamuotila continues until the AGM in 2019.
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.
The President and CEO or a person serving the company under a full time employment or service agreement receives no fee for Board membership.
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, Pekka Rouhiainen, tel. +358 40 739 5897
Sanoma is an inspiring, relevant and trusted consumer media and learning company. Ever since its formation in 1889, the company has held creativity and independent thinking at its core in order to deliver high-quality content in new and different ways.
Sanoma’s consumer media business provides consumers with engaging and personalised content through cross-media brands that touch their lives. Sanoma’s close relationships with its consumers enable the company to offer unique value-added marketing solutions to its business partners.
Sanoma Learning’s learning solutions enable teachers to excel at developing the talents of every child, creating opportunities for children to advance their prospects in life.
With operating companies in Finland, the Netherlands, Belgium, Poland and Sweden, Sanoma realised net sales of more than EUR 1.7 billion in 2015. The company employed over 6,000 employees.