Decisions of Sanoma Corporation’s Annual General Meeting
Sanoma Corporation, Stock Exchange Release, April 7, 2022 at 4.15 pm
Decisions of Sanoma Corporation’s Annual General Meeting and Board of Directors
Sanoma Corporation’s Annual General Meeting was held on April 7, 2022 in Helsinki. The Annual General Meeting was held in the so-called on the basis of an interim law, so that the company’s shareholders and their proxies attended the meeting and exercised their shareholder rights only by voting in advance and by submitting counter-proposals and asking questions in advance.
The meeting approved the financial statements, the report of the Board of Directors and the auditor’s report for 2021 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2021. In addition, the Annual General Meeting decided to approve the remuneration policy and the institutional remuneration report.
Dividend
The Annual General Meeting decided that a dividend of EUR 0.54 per share will be paid. The dividend will be paid in two installments. The first installment of EUR 0.27 per share will be paid to a shareholder who is entered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date of the dividend payment, 11 April 2022. The payment date for this installment is April 20, 2022.
The second tranche of EUR 0.27 per share will be paid in November 2022. The second tranche will be paid to a shareholder who is entered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date of the dividend payment. The Board of Directors will decide on the dividend payment date at its meeting on October 26, 2022. The dividend record date would then be approximately October 28, 2022 and the dividend payment date would be approximately November 4, 2022.
Composition of the Board
The Annual General Meeting decided that the number of Board members be confirmed as nine. Pekka Ala-Pietilä, Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Nils Ittonen, Denise Koopmans, Sebastian Langenskiöld and Rafaela Seppälä were re-elected as members. Pekka Ala-Pietilä was elected Chairman of the Board and Nils Ittonen was elected Deputy Chairman. The term of office of all Board members ends at the end of the 2023 Annual General Meeting.
Board fees
The Annual General Meeting decided that the monthly remuneration paid to the members of the Board of Directors will remain unchanged. The monthly fees are: EUR 12,000 for the Chairman of the Board, EUR 7,000 for the Deputy Chairman of the Board and EUR 6,000 per month for the members of the Board.
Board meeting fees are:
– For a member of the Board residing outside Finland: EUR 1,000 / Board meeting in which the member was present;
– For the chairs of the Board’s committees: the meeting fee is increased to EUR 3,500 / committee meeting attended;
– for committee members residing outside Finland: meeting fees are increased to EUR 2,500 / committee meeting attended and EUR 1,500 / committee meeting attended; and
– For committee members living in Finland: the meeting fee is increased to EUR 1,500 / committee meeting attended.
The meeting fees of the Shareholders’ Nomination Committee are:
– To the chairman of the committee: EUR 3 500 per committee meeting;
– For committee members residing outside Finland: EUR 2,500 / committee meeting attended and EUR 1,500 / committee meeting attended; and
– For a committee member residing in Finland: EUR 1,500 / committee meeting attended
Establishment of the Shareholders’ Nomination Committee
The Annual General Meeting decided that a Shareholders’ Nomination Committee be established for the company and its rules of procedure were approved. The committee will be established for the time being until otherwise decided by the Annual General Meeting and will consist of a maximum of four members representing the company’s four largest shareholders with the largest shareholder on 31 May preceding the Annual General Meeting of the following year. of all the shares in the company. The Shareholders’ Nomination Committee elects a chairman from among its members. The term of office of all members of the Committee ends each year with the appointment of the next Shareholders’ Nomination Committee (to be appointed after the next Annual General Meeting).
Accountant
The Annual General Meeting elected Samuli Perälä, Authorized Public Accountant, as the company’s principal auditor, with PricewaterhouseCoopers Oy as the company’s auditor. The auditor will be reimbursed according to the invoice approved by the company.
Authorization to repurchase own shares
The Annual General Meeting authorized the Board to decide on the repurchase of a maximum of 16,000,000 of the company’s own shares (approximately 9.8% of all the company’s shares) in one or more tranches. The shares will be acquired with the company’s unrestricted equity and the acquisitions will reduce the funds available for profit distribution. The authorization is valid until June 30, 2023 and terminates the corresponding authorization granted by the 2021 Annual General Meeting.
The shares will be acquired to develop the company’s capital structure, to implement or finance possible acquisitions or other business arrangements, to be used as part of the company’s incentive scheme or otherwise to be further transferred, retained as own shares or canceled. .
Authorization to issue shares, stock options and other special rights entitling to shares
The Annual General Meeting authorized the Board of Directors to decide on the issuance of new shares and the transfer of the company’s own shares (treasury shares) as well as the issuance of stock options and other special rights entitling to shares in accordance with Chapter 10. Section 1 of the Finnish Companies Act. Stock options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act cannot be issued as part of the company’s incentive scheme. The Board of Directors is entitled to decide on the issue of a maximum of 16,000,000 new shares (approximately 9.8% of all the company’s shares) and on the transfer of a maximum of 5,000,000 of the company’s own shares in one or more tranches. A share issue, the transfer of own shares and the issuance of stock options and other special rights entitling to shares may be made deviating from the shareholders’ pre-emptive subscription right (directed issue). The authorization is valid until June 30, 2023 and replaces the corresponding authorization granted by the 2021 Annual General Meeting.
Board decisions
At its inaugural meeting held after the Annual General Meeting, the Board of Directors decided to elect the following members to the committees:
Audit Committee: Denise Koopmans (Chairman), Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Nils Ittonen
Personnel Committee: Julian Drinkall (Chairman), Sebastian Langenskiöld, Rafaela Seppälä
In addition to the Audit Committee and the Personnel Committee, the Board of Directors has a Management Team in accordance with its rules of procedure. The Management Team consists of the Chairman and Vice Chairman of the Board, the President and CEO and, at the invitation of the Chairman, one or more members of the Board. In 2022, the Management Team will comprise Pekka Ala-Pietilä (Chairman), Nils Ittonen and Susan Duinhoven.
More information
Kaisa Uurasmaa, Vice President, Investor Relations and Sustainability, tel. +358 40 560 5601
Message
Sanoma is an innovative and agile learning and media company that affects the lives of millions every day. Our sustainable development strategy is designed to maximize our positive “brain footprint” in society and minimize our environmental footprint. We are committed to the UN Sustainable Development Goals and have signed the UN Global Compact.
Our learning products and services enable teachers to develop each child’s abilities to reach their full potential. We provide printed and digital learning content as well as digital learning and teaching platforms for primary, secondary and vocational education and want to grow our business.
Our Finnish media also offers independent journalism and engaging entertainment for future generations. Our unique multimedia drive offers the widest coverage and customized marketing solutions to our business partners.
Today, we operate in 11 European countries and employ more than 5,000 professionals. In 2021, our net sales were approximately EUR 1.25 billion and the operating profit margin excluding PPA was 15.8%. Sanoma’s shares are listed on Nasdaq Helsinki. More information is available at sanoma.com.