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
Minutes of the Annual General Meeting 2022 (appendice, please see below)
The Board of Directors of the Company had resolved on extraordinary meeting procedures pursuant to temporary legislation (375/2021) that entered into force on 8 May 2021. The Annual General Meeting 2022 was held without the shareholders’ and their proxy representatives’ presence at the venue of the meeting similarly as the Annual General Meeting 2021. Pursuant to the temporary legislation, a general meeting can be organised in a predictable manner so that the shareholders have equal opportunities to participate in the meeting, whilst ensuring compliance with the possible restrictions imposed by the authorities, as in force from time to time. Organising a general meeting without the shareholders’ and their proxy representatives’ presence at the venue of the meeting prevents the spread of the coronavirus pandemic and ensures the health and safety of the Company’s shareholders, personnel and other stakeholders.
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. The Annual General Meeting could be followed on the Company's website.
Important Dates (times in EET)
11.2.2022 Notice published
1.3.2022 The Financial Statements, the Board of Directors’ Report, the Auditor’s Report and the Remuneration Report 2021 are available on this website
10.3.2022 at 10:00 Counterproposals by shareholders to be submitted at the latest
11.3.2022 at 10:00 Possible counterproposals by shareholders to be put to a vote are published. None received
11.3.2022 at 10.00 A power of attorney template and voting instructions will be published, Registration and advance voting begins
11.3.2022 at the latest at 10:00 Pre-materials relating to the agenda are published
25.3.2022 18:30 Questions by shareholders to be submitted at the latest
28.3.2022 AGM record date
29.3.2022 at 16:00 Questions by shareholders, responses to the questions by the Company‘s management as well as other counterproposals than those put up. None were posed by the deadline.
1.4.2022 at 16:00 Registration and advance voting period closes
4.4.2022 at 10:00 Nominee registered shareholders registration deadline
7.4.2022 AGM, webcast
21.4.2022 Minutes available on Company’s website at the latest
Pre-materials
Auditor’s Report for 2021, Samuli Perälä, Auditor with principal responsibility
Remuneration Report and Policy 2021, Julian Drinkall, Chair of HR committee
Remuneration and Election of the Auditor, Denise Koopmans, Chair of Audit Committee
Annual General Meeting 2022
Appendice to the Minutes
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
Agenda
Financial Statements 2021, Report of the Board of Directors, Auditors Report and Remuneration Report
Introductions of the 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 following members are elected to the Board of Directors: Pekka Ala-Pietilä, Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Nils Ittonen, Denise Koopmans, Sebastian Langenskiöld and Rafaela Seppälä and that the term of all of the members of the Board of Directors ends at the end of the Annual General Meeting 2023.
In addition, the above-mentioned shareholders have proposed that Pekka Ala-Pietilä is elected as the Chairperson and Nils Ittonen as the Vice Chairperson of the Board of Directors.
Essential biographical information on all member of the Board of Directors candidates is given on the Company's website at sanoma.com. All the proposed individuals have given their consent to being elected.
Instructions to participants of the meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who on 28 March 2022 is registered in the shareholders’ register of the Company held by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her Finnish book-entry account, is registered in the shareholders’ register of the Company.
Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
On the date of this notice to the Annual General Meeting, the total number of shares and votes in Sanoma Corporation is 163,565,663. The Company holds 679,614 treasury shares, in respect of which voting rights cannot be used at the Annual General Meeting.
2. Registration and voting in advance
The registration and advance voting will begin on 11 March 2022 at 10:00 EET, when the deadline for submitting counterproposals to be put to a vote has expired. A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the Annual General Meeting, shall register for the meeting and vote in advance no later than on 1 April 2022 at 16:00 EET, by which time the registration and votes must be received. Registration to the Annual General Meeting without submitting advance votes will not be considered participation in the Annual General Meeting.
In connection with the registration, a shareholder shall notify the requested information such as, his/her name, personal/business ID, telephone number, as well as the name of a possible proxy representative or legal representative, and the personal ID of the proxy representative or legal representative. The personal data given by the shareholders or the representatives to Innovatics Ltd and the Company is used only in connection with the Annual General Meeting and with the processing of necessary related registrations. For further information on how Sanoma Corporation processes personal data, please review Sanoma Corporation’s privacy notice regarding the Annual General Meeting, which is available at the Company’s website at sanoma.com or contact by email agm@sanoma.com. Shareholders are requested to note that personal information provided in connection with the registration and advance voting by e-mail is provided possibly through an unsecure connection at the shareholder’s own responsibility.
Shareholders whose shares are registered in their Finnish book-entry accounts can register and vote in advance on certain items on the agenda of the Annual General Meeting during the period beginning on 11 March 2022 at 10:00 EET and ending on 1 April 2022 at 16:00 EET in the following manners:
a) at the Company’s website com
Online registration and voting in advance require that the shareholder or the shareholder’s statutory representative or proxy representative uses strong electronic authentication either by Finnish or Swedish bank ID or mobile ID.
b) by post or email
A shareholder may alternatively submit the advance voting form available on the Company's website at sanoma.com on 11 March 2022 or corresponding information by mail to Innovatics Ltd to the address Innovatics Oy, AGM/Sanoma Corporation, Ratamestarinkatu 13 A, 00520 Helsinki or by email to agm@innovatics.fi. If a shareholder participates in the Annual General Meeting by submitting advance votes by mail or email to Innovatics Ltd, the submission of votes constitutes due registration for the Annual General Meeting provided that in addition to the votes, the aforementioned information required for the registration is received before the end of the registration period and advance voting period.
The advance voting instructions will be available on the Company’s website at sanoma.com by 11 March 2022 at the latest. Additional information is also available during the registration period by telephone from the number +358 10 2818 909 from Monday to Friday 9:00 to 12:00 EET and 13:00 to 16:00 EET.
3. Proxy representative and powers of attorney
A shareholder not submitting advance votes himself/herself may exercise his/her rights at the General Meeting by way of proxy representation as an alternative to the above presented advance voting. Shareholders not voting in advance are requested to exercise shareholders’ rights through a centralised proxy representative designated by the Company by authorising Annemari Rosi, attorney-at-law, from Hannes Snellman Attorneys Ltd, or a person appointed by her, to represent them at the Annual General Meeting in accordance with the voting instructions of the shareholder. Authorising the designated proxy representative will not accrue any costs for the shareholder, excluding possible postal fees for proxy documents. Further information about the designated proxy representative is available at www.hannessnellman.com/people/all/annemari-rosi/.
The centralised proxy representative designated by the Company must register and submit advance votes and she has also the possibility to submit counterproposals and ask questions in accordance with the instructions set out in this notice.
Shareholders not submitting advance votes himself/herself may also exercise their rights at the General Meeting by appointing another proxy representative. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. The representation right can also be demonstrated by using the suomi.fi authorisation service available in the electronic registration service. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
A power of attorney template and voting instructions will be available on the Company’s website at sanoma.com on 11 March 2022 at the latest. Possible proxy documents are to be delivered primarily as an attachment in connection with the registration and advance voting or alternatively by email to agm@innovatics.fi or as originals by mail to the address Innovatics Oy, AGM/Sanoma Corporation, Ratamestarinkatu 13 A, 00520 Helsinki. The proxy documents must be received before the end of the advance voting period on 1 April 2022 at 16:00 EET.
Proxy representatives must register and vote in advance on behalf of shareholder, and he/she can submit counterproposals and ask questions in the manner instructed in this notice. Delivery of proxy documents and advance votes to the Company constitutes due registration for the Annual General Meeting, provided that in addition to advance votes, the aforementioned information required for the registration is included in the documents and they are delivered before the end of the registration and advance voting period.
4. Holder of nominee registered share
A holder of nominee registered share has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e., on 28 March 2022, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register of the Company held by Euroclear Finland Ltd on 4 April 2022 by 10:00 EET at the latest. As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee registered share is advised to request, without delay, necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organisation of the custodian bank has to register a holder of nominee registered share temporarily into the shareholders’ register of the Company and see to the voting in advance on behalf of a holder of nominee registered shares before the due date for the registration, 4 April 2022 by 10:00 EET.
Counterproposals and questions from shareholders
Shareholders who hold at least one hundredth of all the shares in the Company have the right to submit counterproposals concerning the matters on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals shall be delivered to the Company by email to agm@sanoma.com or by regular mail to Sanoma Corporation, AGM, P.O. Box 60, 00089 Sanoma by 10 March 2022 at 10:00 EET, at the latest. The shareholders shall in connection with the counterproposal present a statement of their shareholding. The counterproposal is admissible for consideration at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Annual General Meeting, i.e., on 28 March 2022, represent at least one hundredth of all shares in the Company. If a counterproposal will not be taken up for consideration at the Annual General Meeting, the votes given in favour of the counterproposal will not be taken into account. The Company will publish possible counterproposals to be put to a vote on the Company‘s website at sanoma.com by 11 March 2022 at the latest.
A shareholder has the right to pose questions with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act by email to agm@sanoma.com, by regular mail to Sanoma Corporation, AGM, P.O. Box 60, 00089 Sanoma or in connection with the electronic voting no later than 25 March 2022 at 18:30 EET. The Company will publish such questions by shareholders, responses to the questions by the Company‘s management as well as other counterproposals than those put up to a vote on the Company‘s website at sanoma.com by 29 March 2022 at 16:00 EET at the latest. As a prerequisite for presenting questions or counterproposals, a shareholder must present sufficient evidence to the Company of his/her shareholdings.
Webcast
The Annual General Meeting can be followed on the Company's website at 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. Sanoma does not guarantee the functionality or the compatibility of the webcast or the chat function with different devices.
Further information and instructions on following the webcast are available on the Company’s website at sanoma.com prior to the Annual General Meeting.
Privacy Statement
Previous Annual General Meetings
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
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
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.
Sanoma Corporation’s Annual General Meeting 2023 is planned to be held on Wednesday, 19 April 2023 in Helsinki. The Board of Directors will summon the AGM at a later date.
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. To this effect, a written request should be sent to the Board of Directors on Friday, 13 January 2023 at the latest. Requests are 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.
