The Board of Directors of the Company has resolved on extraordinary meeting procedures pursuant to temporary legislation (667/2020) that entered into force on 3 October 2020. In order to prevent the spread of the coronavirus pandemic, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the venue of the meeting. The shareholders of the Company and their proxy representatives can only participate in the meeting and exercise the shareholder’s rights by voting in advance as well as by submitting counterproposals and asking questions in advance in accordance with the instructions set out in the meeting notice and other instructions provided by the Company.

It is not possible to attend the meeting in person.

The Annual General Meeting can be followed on the Company's website. Persons following the meeting in this manner are not considered as participants in the AGM. Accordingly, shareholders will not have the possibility to address the meeting or participate in any vote, among other things, during the meeting. The webcast will be arranged only if it can be arranged in compliance with all regulatory rules and restrictions imposed by the authorities due to the coronavirus pandemic. Sanoma does not guarantee the functionality or the compatibility of the webcast with different devices.

To improve interaction in connection with the webcast of the AGM, questions may be submitted through a chat function during the meeting to the President and CEO relating to her presentation. The chat function and possible questions asked in the chat are however not an official part of the Annual General Meeting.

Important Dates

10.2.2021 Notice published

At the latest on week 10, commencing on 8 March 
The Financial Statements, the Board of Directors’ Report, the Auditor’s Report, the remuneration report as well as the remuneration policy adopted by the Annual General Meeting in 2020 are available on this website

16.3.2021 at 10.00 Counterproposals by shareholders to be submitted at the latest

17.3.2021 at 10.00 Possible counterproposals by shareholders to be put to a vote are published

17.3.2021 at 10.00 Registration and advance voting begins and a power of attorney template and voting instructions will be published

17.3.2021 Pre-materials relating to the agenda are published

29.3.2021 at 16.00 Questions by shareholders to be submitted at the latest

30.3.2021 AGM record date

1.4.2021 at 16.00 Questions by shareholders, responses to the questions by the Company‘s management as well as other counterproposals than those put up to a vote are published at the latest

8.4.2021 at 10.00 Registration and advance voting period closes

13.4.2021 AGM

Annual General Meeting 2021

Agenda

Annual General Meeting of Sanoma Corporation

Time: 13 April 2021 at 14:00 EET

Venue: Sanomatalo, Töölönlahdenkatu 2, Helsinki

The shareholders of the company and their proxy representatives can participate in the meeting and exercise the shareholder’s rights only by voting in advance as well as submitting counterproposals and asking questions in advance in accordance with the instructions set out in the notice and other instructions provided by the company. It is not possible to attend the meeting in person.

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality and quorum of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the Financial Statements, the Board of Directors’ Report and the Auditors’ Report for the year 2020
- Review by the President and CEO

7. Adoption of the Financial Statements

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability for the financial period 1 January to 31 December 2020

10. Adoption of the remuneration report of the governing bodies

11. Resolution on the remuneration of the members of the Board of Directors

12. Resolution on the number of members of the Board of Directors

13. Election of the Chairman, the Vice Chairman and the members of the Board of Directors

14. Resolution on the remuneration of the Auditor

15. Election of the Auditor

16. Authorising the Board of Directors to decide on the repurchase of the Company’s own shares

17. Authorising the Board of Directors to decide on issuance of shares, option rights and other special rights entitling to shares

18. Closing of the meeting

Introductions of Board member candidates

Shareholders representing more than 10% of all shares and votes of the Company have proposed to the Annual General Meeting that the Board of Directors comprises the following members: Pekka Ala-Pietilä, Julian Drinkall, Rolf Grisebach, Mika Ihamuotila, Nils Ittonen, Denise Koopmans, Sebastian Langenskiöld and Rafaela Seppälä as well as new members of the Board of Directors Anna Herlin and Arun Aggarwal, and that the term of all the Board members ends at the end of the Annual General Meeting in 2022. Antti Herlin and Kai Öistämö do not stand for re-election to the Board of Directors.

In addition, the above-mentioned shareholders have proposed that Pekka Ala-Pietilä is elected as the Chairman and Nils Ittonen as the Vice Chairman of the Board of Directors.

Introductions of the new Board member candidates

Current members of the Board of Directors

Privacy Statement

Information regarding registration

Information to be updated later

Webcast

The Annual General Meeting can be followed on the Company's website at www.sanoma.com. Persons following the meeting in this manner are not considered participants in the Annual General Meeting. Accordingly, shareholders will not have the possibility to address the meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act or participate in any vote, among other things, during the meeting. The attendance list of the Annual General Meeting and voting results are determined solely based on the advance votes. Shareholders cannot thus exercise their voting rights when following the meeting through the webcast, but votes must be cast in advance.

To improve interaction in connection with the webcast of the Annual General Meeting, questions may be submitted through a chat function during the meeting to the President and CEO relating to her presentation. The chat function and possible questions asked in the chat are however not an official part of the Annual General Meeting. Accordingly, questions submitted through the chat function are not questions referred to in Chapter 5, Section 25 of the Finnish Companies Act, which must be delivered in advance as described above. The webcast and the chat functionality will be arranged only if it is technically possible and it can be arranged in compliance with all regulatory rules and restrictions imposed by the authorities due to the coronavirus pandemic. Sanoma does not guarantee the functionality or the compatibility of the webcast with different devices.

Further information and instructions on following the webcast are available on the Company’s website at www.sanoma.com prior to the Annual General Meeting.

Previous Annual General Meetings

Annual General Meeting 2020

The Annual General Meeting of Sanoma Corporation was held on Wednesday, 25 March 2020 at 14:00 Finnish time (EET).

Due to the corona virus outbreak, shareholders were encouraged to attend the meeting by proxies and to follow the meeting via live-webcast. Shareholders were able to ask questions related to agenda points of the AGM during and after the meeting until 26 March 2020. No questions were received.

Recording of CEO's presentation

Pre-meeting Q&A

Important dates and times

  • The dividend was paid in two instalments: 0.25 EUR per share on 3 April 2020 and EUR 0.25 per share on 6 November 2020
  • The record date of the first dividend payment instalment was 27 March 2020 and on 30 October 2020 for the second instalment

Minutes of the meeting and appendice
Minutes of the Annual General Meeting 2020
Appendix 1 – Notice to the AGM of Sanoma Corporation 2020
Appendix 6 – Annual Review and Financial Statements 2019
Appendix 7 – Audit Report 2019 
Appendix 8 – Proposal for the use of the profit shown on the balance sheet and the payment of dividend
Appendix 9 – Remuneration Policy
Appendice 10-11 – Proposal for the remuneration and election of the Auditor
Appendix 12 – Proposal for authorising the Board of Directors to decide on the repurchase of the Company’s own shares
Appendix 13 – Proposal for authorising the Board of Directors to decide on issuance of shares, option rights and other special rights entitling to shares

Privacy statement
Read the full Privacy Statement

The General Meeting is Sanoma’s highest decision-making body, convening at least once a year in accordance with the Sanoma Articles of Association. 

The Annual General Meeting (AGM) is held by the end of June each year and it handles the matters that fall under its authority according to the Finnish Companies Act as well as any matters proposed to a General Meeting. Extraordinary General Meetings are convened to handle specific matters proposed to a General Meeting.

According to the Finnish Companies Act, e.g. the following matters are subject to the decision-making power of a General Meeting:

  • amendments to the Articles of Association;
  • increases or decreases in share capital;
  • issues of shares or other rights entitling to shares;
  • acquisition of own shares;
  • decisions on the number, election and remuneration of Directors;
    adoption of the financial statements;
  • distribution of profits / allocation of losses.

Shareholders’ right to have matters dealt with by the General Meeting
According to the Finnish Companies Act, a shareholder may also request that his or her proposal to be handled at the next General Meeting. Such a request shall be made in writing to the company’s Board of Directors and the proposed matters shall fall within the competence of the General Meetings according to the Finnish Companies Act. Such a written request were asked to be sent to the Board of Directors on Wednesday 13 January 2021 at the latest. Requests were asked to be emailled to grouplegalaffairs@sanoma.com or sent to Group Legal Affairs, P.O. Box 60, 00089 Sanoma.