The Annual General Meeting of Sanoma Corporation was held on Wednesday, 3 April 2013 at Helsinki Exhibition & Convention Centre.
Resolutions of the AGM
The resolutions of the AGM were published as a Stock Exchange release on 3 April 2013. All materials of the meeting can be found in the Reports & presentations.
Read the Stock Exchange Release
Minutes of the AMG
The minutes of the AGM were kept in Finnish. A translation of the minutes was published on Sanoma's website on 19 April 2013.
Appendices to the minutes:
Appendix 1: Notice to the meeting
Appendix 6: Financial Statements
Appendix 7: Auditors' Report
Appendix 8: Board's proposal for the distribution of profit
Appendices 9 and 10: Board's proposal for the remuneration and election of the Auditors
Appendix 12: Board's proposal concerning the amendments of the Articles of Association, comparison between the current and proposed Atricles of Association
Appendix 13: Board's proposal for the authorisation to repurchase the Company's own shares
Appendix 14: Proposal for authorisations to decide on a share issue
Notice of the meeting and advance materials
Notice to the AGM 2013 of Sanoma Corporation
Financial Statements for 2012 (pdf)
Proposals by the Board of Directors to the AGM:
Agenda of the AGM 2013
Proposal for the distribution of profit
Introductions of the Board member candidates 2013
Proposal for the remuneration and election of the Auditors
Proposal concerning the amendments of the Articles of Association
A comparison between the current and proposed Articles of Association
Proposal for authorisation to repurchase the Company's own shares
Proposal for authorisation to decide on a share issue
Description of the register file
In the registration procedure to the AGM of Sanoma Corporation, personal data of the shareholders is collected, such as the personal identity code and the number of the book-entry account. The information will not be used for any other purposes than for identifying the shareholder and for confirming the share ownership. The technical provider of the registration system is Euroclear Finland Ltd. Read the full description of the registration file.
About the Annual General Meetings
The Shareholders meeting is Sanoma's highest decision-making body, convening at least once a year in accordance with the Articles of Association.
The Annual General Meeting (AGM) convenes within six months of the end of the financial year at a time stipulated by the Board of Directors. Notice of the Shareholders meeting is published in at least one widely circulated newspaper specified by the Board, no earlier than three months and no later than three (3) weeks prior to the General Meeting, but in any case the notice must be published at least nine (9) days before the record date of the General Meeting.
Matters decided upon by the AGM include:
- adopting the financial statements
- using the profit shown on the balance sheet
- discharging the members of the Board of Directors and the President and CEO from liability
- determining the number of Sanoma's Board members
- deciding on amendments to the Articles of Association
- electing the Board's Chairman, Vice Chairman and Board members to replace outgoing members, as well as deciding on Board remuneration
- electing auditors and determining their remuneration
Shareholders' rights to have matters dealt with by the General Meeting
Shareholders have the right to propose to General Meeting matters, which fall within the competence of the General Meeting by the Finnish Limited Liability Companies Act or company's Articles of Association. The Finnish Limited Liability Companies Act states that the request has been filed well in advance if the Board of Directors receives the written notice of it at least four weeks before the Notice of the Meeting is published. The requests should be sent to legal@sanoma.com by 1 Feb 2013.
Archive of previous Annual General Meetings:
AGM 2012 AGM 2011 AGM 2010 AGM 2009 AGM 2008 AGM 2007 AGM 2006 AGM 2005 AGM 2004 AGM 2003 AGM 2002 AGM 2001 AGM 2000