Annual General Meeting 2023

Instructions for shareholders and holders of the nominee-registered shares regarding proxy representatives and powers of attorney, registration and advance voting can be found in section C of the Notice.

Notice to Annual General Meeting 2023 of Sanoma Corporation (Stock Exchange Release)

Proposals

Proposal for the use of the profit shown on the balance sheet and the payment of dividend
Annual Report 2022

Proposal for the Remuneration Report
Remuneration Report 2022

Proposal for the Remuneration Policy
Proposal for Remuneration Policy

Proposal for the remuneration and election of the Auditor

Proposal for authorising the Board of Directors to decide on on the repurchase of the Company's own shares

Proposal for authorising the Board of Directors to decide on issuance of shares, option rights and other special rights entitling to shares

Proposal for amending the Articles of Association

Proposed new and current Articles of Association

Introductions of the Board member candidates

The Shareholders’ Nomination Committee has proposed to the Annual General Meeting that the Board of Directors comprises the following members: Pekka Ala-Pietilä, Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Nils Ittonen, Denise Koopmans, Sebastian Langenskiöld and Eugenie van Wiechen as a new member, and that the term of all the Board members ends at the end of the Annual General Meeting in 2024. Rafaela Seppälä has informed that she is not available for re-election.

In addition, the Shareholders’ Nomination Committee has proposed that Pekka Ala-Pietilä is elected as the Chair and Nils Ittonen as the Vice Chair of the Board of Directors.

Essential biographical information and information on independence on all Board member candidates is given on the Company's website. All the proposed individuals have given their consent to being elected.

Board member candidates

Eugenie van Wiechen CV

PROPOSALS OF THE SHAREHOLDERS' NOMINATION COMMITTEE TO THE SANOMA CORPORATION'S ANNUAL GENERAL MEETING 2023

With regard to the procedure for the selection of the members of the Board of Directors, the Shareholders’ Nomination Board recommends that the shareholders give their view on the proposal as a whole at the Annual General Meeting. The Shareholders’ Nomination Committee has estimated that in addition to the qualifications of the individual candidates for the Board of Directors, the proposed Board of Directors as a whole provides excellent competence and experience for the Company and that the composition of the Board of Directors also meets other requirements set for a listed company by the Corporate Governance Code.

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.

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 should have been 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. To this effect, a written request should have been sent to the Board of Directors on Friday, 13 January 2023 at the latest. Requests were asked to be emailled to agm@sanoma.com or sent to Sanoma Corporation, Group Legal Affairs, P.O. Box 60, 00089 Sanoma.

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.

Previous Annual General Meetings

Annual General Meeting 2022

Sanoma Corporation's Annual General Meeting was held on 7 April 2022 in Helsinki.

The Board of Directors of the Company resolved on extraordinary meeting procedures pursuant to temporary legislation (375/2021) that entered into force on 8 May 2021. The shareholders of the Company and their proxy representatives could 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 notice and other instructions provided by the Company.It was not possible to attend the meeting in person.

Decisions taken by Sanoma Corporation’s Annual General Meeting and Board of Directors (Stock Exchange release 7.4.2022)

Chairperson of the Board of Directors, Pekka Ala-Pietilä's speech at the AGM 2022

President and CEO Susan Duinhoven's presentation at the AGM 2022

Important Dates

The AGM resolved that a dividend of EUR 0.54 per share shall be paid. The dividend was paid in two instalments. The first instalment of EUR 0.27 per share was paid to a shareholder who was registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the dividend record date 11 April 2022. The payment date for this instalment was 20 April 2022.

The second instalment of EUR 0.27 per share was paid in November 2022. The second instalment was paid to a shareholder who was registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the dividend record date, which, together with the dividend payment date, was decided by the Board of Directors in its meeting on 26 October 2022. The dividend record date was 28 October 2022 and the dividend payment date 4 November 2022.

Minutes of Annual General Meeting 2022 with attachments

Minutes of the Annual General Meeting 2022
Appendix 3 Notice to the AGM
Appendix 4 Financial Statements 2021, Report of the Board of Directors and Auditors Report
Appendix 5 Proposal on the use of the profit shown on the balance sheet and the payment of dividend
Appendix 6 Proposal and Remuneration Report
Appendix 7 Proposal and Remuneration Policy
Appendix 8 Proposal on the remuneration and election of the Auditor
Appendix 9 Shareholders’ Nomination Committee Charter
Appendix 10 Proposal on authorising the Board of Directors to decide on the repurchase of the Company’s own shares
Appendix 11 Proposal for authorising the Board of Directors to decide on issuance of shares, option rights and other special rights entitling to shares

Privacy Statement

Privacy Statement

Published as pre-materials of the AGM 2022

Auditor's report for 2021, Samuli Perälä Auditor wiith principal authority

Auditor's Report for 2021 (pdf)

Remuneration Report, Julian Drinkall Chair of HR Committee

Updated Remuneration Policy and remuneration in 2021 (pdf)

Remuneration and Election of the Auditor, Denise Koopmans Chair of Audit Committee

Remuneration and election of the Auditor (pdf)

Annual General Meeting 2021

The Annual General Meeting of Sanoma Corporation was held on Tuesday, 13 April 2021 at 14:00 Finnish time (EET).

The Board of Directors of the Company 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 shareholders of the Company and their proxy representatives could 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 was not possible to attend the meeting in person.

Chairman of the Board of Directors, Pekka Ala-Pietilä's speech at the AGM 2021 (interpreted in English)

President and CEO Susan Duinhoven's presentation at the AGM 2021

Questions by shareholders and responses to them by Company's management

Important dates

The AGM resolved that a dividend of EUR 0.52 per share shall be paid and a sum of EUR 700,000 shall be transferred to the donation reserve and used at the Board of Directors’ discretion.

The dividend shall be paid in two instalments. The first instalment of EUR 0.26 per share was paid to a shareholder who was registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the dividend record date 15 April 2021. The payment date for this instalment was 22 April 2021.

The second instalment of EUR 0.26 per share shall be paid in November 2021. The second instalment shall be paid to a shareholder who is registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the dividend record date, which, together with the dividend payment date, shall be decided by the Board of Directors in its meeting scheduled for 26 October 2021. The dividend record date would then be on or about 28 October 2021 and the dividend payment date on or about 4 November 2021.

Minutes of the meeting and appendices

Minutes of the Annual General Meeting 2021
Appendix 3 Notice to Annual General Meeting 11.3. and 10.2.2021
Appendix 4 Financial Statements, Annual Review and Audit Report 2020
Appendix 5 Proposal for the use of profit and the payment of dividend
Appendix 6 Remuneration Report 2020
Appendice 7-8 Proposal for the remuneration and election of the Auditor
Appedix 9 Proposal for authorising the Board of Directors to decide on the repurchase of the company’s own shares
Appendix 10 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

Published as pre-materials of the AGM

Review by Susan Duinhoven, President and CEO (pdf)
Auditor’s Report for 2020, Samuli Perälä, Auditor with principal responsibility (video)
Remuneration Report 2020, Kai Öistämö, Chair of HR committee (video)
Introduction of Anna Herlin, Board member candidate (video)
Remuneration and Election of the Auditor, Denise Koopmans, Chair of Audit Committee (video)

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

Annual General Meeting 2019

The Annual General Meeting of Sanoma Corporation was held on Wednesday, 27 March 2019 at 14:00 Finnish time (EET) at Marina Congress Center (Katajanokanlaituri 6, 00160 Helsinki, Finland).

Resolutions of the AGM 2019
CEO’s and CFO’s presentations (pdf)

Minutes and appendices of the Annual General Meeting 2019
Minutes of the Annual General Meeting 2019

Appendix 1: Notice to the Annual General Meeting of Sanoma Corporation 2019
Appendix 5: Financial Statements and Board of Directors’ report 2018
Appendix 6: Auditor’s Report 2018
Appendix 7: Proposal for the use of the profit and the payment of dividend
Appendices 8-9: Proposal for the remuneration and election of the Auditor
Appendix 10: Proposal for authorising the Board of Directors to decide on the repurchase of the Company’s own shares
Appendix 11: Proposal for authorising the Board of Directors to decide on issuance of shares, option rights and other special rights entitling to shares

Annual General Meeting 2018

The Annual General Meeting of Sanoma Corporation was held on Thursday, 22 March 2018 at 14:00 Finnish time (CET+1) at the at Marina Congress Center (Katajanokanlaituri 6, 00160 Helsinki, Finland).

Resolutions of Sanoma’s Annual General Meeting 2018
CEO’s and CFO’s presentations (pdf)
CEO presentation (English) – video link
CFO presentation (Finnish) – video link
Speech from the Chairman of the Board (Finnish) – video link

Minutes and appendices of the Annual General Meeting 2018
Minutes of the Annual General Meeting 2018

Appendix 1: Notice to the AGM of Sanoma Corporation 2018
Appendix 6: Financial Statements and Board of Directors’ Report 2017
Appendix 7: Auditor’s Report 2017
Appendix 8: Proposal for the distribution of profit
Appendices 9 and 10: Proposal for the remuneration and election of the Auditor
Appendix 11: Proposal for authorisation to repurchase the Company’s own shares

Annual General Meeting 2017

The Annual General Meeting of Sanoma Corporation was held on Tuesday, 21 March 2017 at the at Scandic Park Helsinki (Mannerheimintie 46, 00260 Helsinki, Finland).

Resolutions of Sanoma’s Annual General Meeting 2017
CEO’s and CFO’s presentations (pdf)
Speach from the Chairman of the Board (Finnish) – video link

Minutes and appendices of the Annual General Meeting 2017
Minutes of the Annual General Meeting 2017

Appendix 1: Notice to the AGM of Sanoma Corporation 2017
Appendix 6: Financial Statements and Board of Directors’ Report 2016
Appendix 7: Auditor’s report 2016
Appendix 8: Proposal for the distribution of profit
Appendix 9: Proposal for amendment of Articles of Association
Appendices 10-11: Proposal for the remuneration and election of the Auditor
Appendix 13: Proposal for authorisation to repurchase the Company’s own shares

Annual General Meeting 2016

The Annual General Meeting of Sanoma Corporation was held on Tuesday, 12 April 2016 at the at the Conference Centre of Messukeskus, Helsinki, Expo and Convention Centre .

Resolutions of Sanoma’s Annual General Meeting 2016

Minutes of the meeting and appendices
Minutes of the Annual General Meeting 2016

Appendix 1: Notice to the AGM 2016 of Sanoma Corporation
Appendix 6: Financial Statements and Board of Directors Report for 2015
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 for authorisation to repurchase the Company’s own shares
Appendix 13: Board’s proposal for authorisation to decide on issuance of shares, option rights and other special rights entitling to shares