Notice is given to the shareholders of Sanoma Corporation to the Annual General Meeting to be held on Wednesday 17 April 2024 at 14:00 (EEST) at Sanomatalo. For the purposes of expanding the opportunities for shareholders’ participation, the opportunity had also been reserved for the shareholders to exercise their rights by voting in advance.

Notice to the Annual General Meeting 2024

The official venue of the general meeting is the Mediatori in the Sanomatalo building. The address is Töölönlahdenkatu 2, Helsinki. The reception of persons who have registered for the meeting and the distribution of the voting tickets at the meeting venue shall commence at 13:00 (EEST). The Company recommends shareholders and their representatives to arrive at the venue using public transportation. No parking has been arranged for the participants at the meeting venue. 

Registration for the Annual General Meeting 

Each shareholder, who on the record date of the Annual General Meeting, 5 April 2024, was registered in the shareholders’ register of the Company held by Euroclear Finland Oy and had registered for the meeting no later than 11 April 2024 at 16:00 EEST, has the right to participate in the Annual General Meeting. 
The notice must have been received by Innovatics Ltd before the end of the above-mentioned registration period.  

Any personal data provided to the Company or Innovatics Ltd by a shareholder will only be used for the purposes of the Annual General Meeting and for the processing of related necessary registrations.

Privacy Notice

The shareholder, their proxy representative, legal representative or assistant, if any, shall be able to prove their identity and/or right of representation at the meeting venue.

Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which they would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Oy on the record date of the Annual General Meeting, 5 April 2024. In addition, the right to participate in the Annual General Meeting requires that the shareholder, on the basis of such shares, has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy by 10:00 a.m. (EEST) on 12 April 2024 at the latest. For the nominee-registered shares, this constitutes due registration for the Annual General Meeting.

A holder of nominee-registered shares is advised to request well in advance the necessary instructions regarding the temporary registration in the shareholders' register of the Company, the issuing of proxy documents and voting instructions and registration for the Annual General Meeting as well as voting in advance from their custodian bank. The account management organisation of the custodian bank shall temporarily register the holder of the nominee-registered shares who wishes to participate in the Annual General Meeting into the shareholders' register of the Company by the time stated above at the latest. The account management organisation of the custodian bank shall also arrange voting in advance on behalf of the holder of nominee registered shares within the registration period applicable to holders of nominee registered shares. For the sake of clarity, it is noted that holders of nominee-registered shares cannot directly register for the Annual General Meeting on the Company’s website but must register via their custodian bank instead.

Advance voting 

Shareholders with a Finnish book-entry account or equity savings account were able to vote in advance on the agenda matters 7-17 of the Annual General Meeting during the period from 14 March 2024 at 10.00 (EET) until 11 April 2024 at 16:00 (EEST).

A shareholder who has voted in advance may request information under the Finnish Companies Act, request a vote at the Annual General Meeting or vote on a possible counterproposal only, if they participate in person or by way of proxy representation in the Annual General Meeting at the meeting venue.

The advance votes must have been received by prior to the expiry of the advance voting period. Submission of the votes before the end of the registration and advance voting period in this manner constituted due registration for the Annual General Meeting, provided that they contain the above-mentioned information required for the registration.

For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager may cast advance votes on behalf of the holders of nominee-registered shares in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.

An agenda item subject to advance voting is considered to have been presented unchanged to the Annual General Meeting. 

Proxy presentations and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting also by way of third-party proxy representation. A proxy representative may also choose to vote in advance in the manner described in the notice. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares with which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

Proxy form including voting instructions

The proxy documents, if any, should have been notified in connection with registration, and they should have been submitted primarily to Innovatics Ltd by email addressed to agm@innovatics.fi or by regular mail addressed to Innovatics Ltd, AGM / Sanoma Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, no later than by the end of the registration period, by which time the proxy documents must have been received by Innovatics Ltd. In addition to delivering proxy authorisation documents, shareholders or their proxy representatives shall see to registration for the Annual General Meeting in the manner described above in this notice.

Following the meeting via a webcast

Detailed instructions on following the webcast will be available on this website before the Annual General Meeting. Registration is required before logging in to the webcast. 

Shareholders are asked to take into account that following the meeting via webcast is not considered participating in the Annual General Meeting, and that it is not possible for the shareholders to exercise their shareholder rights in the Annual General Meeting through the webcast. Shareholders following the webcast can exercise their voting rights by voting on the matter on the agenda in advance in accordance with the instructions provided above. In connection with the webcast of the Annual General Meeting, a chat functionality is available for submitting questions during the meeting. 

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. Unofficial questions can also be presented in advance by email addressed to agm@sanoma.com, by regular mail addressed to Sanoma Corporation, AGM, P.O. Box 60, 00089 Sanoma or in connection with the electronic voting no later than 11 April 2024 and such questions received will be primarily responded to at the Annual General Meeting.

Meeting materials

Introductions of the Board member candidates

The Shareholders’ Nomination Committee proposes that the number of the members of the Board of Directors is set at eight.

The Shareholders' Nomination Committee proposes that Pekka Ala-Pietilä, Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Sebastian Langenskiöld and Eugenie van Wiechen are re-elected as members of the Board of Directors. Nils Ittonen and Denise Koopmans have informed that they do not stand for re-election to the Board. 

Consequently, the Nomination Committee proposes that Klaus Cawén shall be elected as a new member of the Board. In addition, the Shareholders’ Nomination Committee has proposed that Pekka Ala-Pietilä is elected as the Chair and Klaus Cawén as the Vice Chair of the Board of Directors.

All the proposed Board members are non-executive and independent of the company. With the exception of Anna Herlin (Holding Manutas Oy), all proposed members are also determined to be independent of the company’s major shareholders.

The proposed Board members have all given their consent to being elected. The term of all the Board members ends at the end of the Annual General Meeting 2025

Proposals of the Shareholders’ Nomination Committee to Sanoma Corporation’s Annual General Meeting 2024

Current board member candidates

New Board member candidate Klaus Cawén

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 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 have been sent to the Board of Directors on Wednesday,  10 January 2024 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 2023

Sanoma Corporation's Annual General Meeting 2023 was held on Wednesday, 19 April 2023 in Helsinki. 

Decisions taken by Sanoma Corporation's Annual General Meeting and Board of Directors (stock exchange release 19 April 2023)

Chair of the Board's speech at the AGM 2023 (video interpreted in English)

CEO's presentation at the AGM 2023 (video)

Important Dates 
The AGM resolved that a dividend on EUR 0.37 per share shall be paid. The dividend was paid in three instalments. The first instalment of EUR 0.13 per share was paid to a shareholder who was registered in the shareholder register of the Company maintained by Euroclear Finland Ltd on the dividend record date 21 April 2023. The payment date for this instalment was 28 April 2023.

The Board of Directors of Sanoma Corporation decided in its meeting on 4 September 2023 the record date and payment date of the second instalment of the dividend for 2022, amounting to EUR 0.13 per share. The second dividend instalment was paid to a shareholder who was registered in the shareholders’ register of Sanoma Corporation maintained by Euroclear Finland Ltd on the dividend record date 15 September 2023. The dividend payment date for this instalment was 22 September 2023.

The Board of Directors of Sanoma Corporation decided in its meeting on 25 October 2023 the record date and payment date of the third instalment of the dividend for 2022, amounting to EUR 0.11 per share. The third dividend instalment was paid to a shareholder who was registered in the shareholders’ register of Sanoma Corporation maintained by Euroclear Finland Ltd on the dividend record date 27 October 2023. The dividend payment date for this instalment was 3 November 2023.

Minutes of Annual General Meeting (unofficial translation)

Appendice to the Minutes :
Appendix 2 Notice to the Annual General Meeting
Appendix 4 Financial Statements 2022 and Report of the Board of Directors
Appendix 5 Auditors Report 2022
Appendix 6 Proposal on the use of the profit shown on the balance sheet and the payment of dividend
Appendix 7 Remuneration Report 2022
Appendix 8 Proposal on Remuneration Report 2022
Appendix 9 Remuneration Policy
Appendix 10 Proposal on Remuneration Policy
Appendix 11 Proposals of the Shareholders’ Nomination Committee
Appendice 12–13 Proposals on the remuneration and election of the Auditor
Appendix 14 Proposal on authorising the Board of Directors to decide on the repurchase of the Company’s own shares
Appendix 15 Proposal for authorising the Board of Directors to decide on issuance of shares, option rights and other special rights entitling to shares
Appendix 16 Proposal on amending the Articles of Association

Privacy Statement
Privacy Statement 2023

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

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