The Annual General Meeting of Sanoma Corporation was held on 4 April 2007. All materials of the meeting can be found in the Archive.
The decisions of the AGM
SanomaWSOY Corporation's Annual General Meeting decided today, in accordance with the proposals of the Board of Directors, to amend the Articles of Association and to authorise the Board to decide on the purchase of Company's own shares and on the issue of new shares. The dividend was set at EUR 0.95 per share. Sirkka Hämäläinen-Lindfors, Seppo Kievari, and Hannu Syrjänen were re-elected as members of the Board. Jaakko Rauramo continues as Chairman of the Board and Sari Baldauf as Vice Chairman.
The AGM confirmed the financial statements and consolidated financial statements for 2006 and granted discharge from liability to the members of the Board of Directors as well as to President and CEO for the financial year 2006.
The AGM decided to distribute a dividend of EUR 0.95 per share to the shareholders. The record date for dividend payment is 11 April 2007 and the dividend will be paid on 18 April 2007.
Amendments to the Articles of Association
SanomaWSOY's Articles of Association were amended as proposed by the Board. Article 2 (the field of activities of the Company), Article 4 (the amount of share capital), Article 10 (legal representation of the Company), Article 14 (publishing a notice of the AGM), and Article 16 (matters pertaining the AGM) were amended and the new Articles of Association can be read on the Group's website at www.sanomawsoy.fi.
Authorisation to decide on the purchase of Company's shares
The AGM authorised the Board of Directors of SanomaWSOY to decide on the purchase of Company's own shares until the AGM of 2008.
A maximum of 8,200,000 shares can be purchased. These Company's own shares will not be purchased in relation to the shareholdings of the existing shareholders. They will be purchased with the Company's unrestricted equity at the market price of the purchasing moment. However, the minimum purchasing price of a share is the lowest market price in the public trading and the maximum purchasing price is the highest price noted on the public trade during the authorisation period.
Authorisation to decide on the issue of shares
The AGM authorised the Board to decide, until the AGM of 2010, on the issue of new shares, the disposal of treasury shares, and the granting of special rights entitling to shares. The authorisation does not exclude the right of the Board of Directors to decide on a directed share issue.
With this authorisation, and as a result of the use of special rights, the Board is authorised to decide on an issuance of a maximum of 82,000,000 new shares and disposal of a maximum of 5,000,000 treasury shares. In a directed share issue, a maximum of 41,000,000 shares can be issued or disposed.
With this authorisation, the Board is authorised to issue a maximum of 5,000,000 stock options as part of an incentive programme of the Company.
Members of the Board and their remuneration
The number of SanomaWSOY's Board members was set at ten. The Board of Directors of SanomaWSOY consists of: Jaakko Rauramo, Chairman of the Board, Sari Baldauf, Vice Chairman of the Board, and Robert Castrén, Jane Erkko, Paavo Hohti, Sirkka Hämäläinen-Lindfors, Seppo Kievari, Robin Langenskiöld, Hannu Syrjänen, and Sakari Tamminen as members.
According to the Articles of Association, the term of office of Board members is three years. The Board members' terms of office have been arranged so that about one third of the members are elected annually. The term of Robert Castrén, Jane Erkko, Paavo Hohti, and Robin Langenskiöld is three years until the AGM in 2008, the term of Jaakko Rauramo, Sari Baldauf, and Sakari Tamminen three years until the AGM in 2009 and the term of Sirkka Hämäläinen-Lindfors, Seppo Kievari, and Hannu Syrjänen three years until the AGM in 2010.
As before, the AGM decided to pay the following monthly compensations to members of the Board: EUR 6,000 to the Chairman, EUR 5,500 to the Vice Chairman, and EUR 4,500 to members. A sum of EUR 1,000 per meeting will be paid to committee members.
The AGM re-elected Pekka Pajamo, Authorised Public Accountant, and Sixten Nyman, Authorised Public Accountant, as his deputy and KPMG Oy Ab with Kai Salli, Authorised Public Accountant, as auditor in charge as the auditors of the Company. The AGM decided to pay the auditors according to the invoice.