Sanoma Corporation's Annual General Meeting 2021 was held on Tuesday 13 April.
Decisions taken by Sanoma Corporation’s Annual General Meeting and Board of Directors (Stock Exchange Release on 13 April 2021)
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
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 Annual General Meeting was held without shareholders’ and their proxy representatives’ presence at the venue of the meeting. 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.
The Annual General Meeting could be followed on the Company's website. Persons following the meeting in this manner were not considered as participants in the AGM. Accordingly, shareholders would not have the possibility to address the meeting or participate in any vote, among other things, during the meeting.
To improve interaction in connection with the webcast of the AGM, questions could 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 were however not an official part of the Annual General Meeting.
10.2.2021 Notice published
11.3.2021 Amended 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. Published on 8 March 2021, please see ”Annual General Meeting 2021” below
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 Publi
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. Published on 1 April 2021, please see ”Annual General Meeting 2021” below
8.4.2021 at 10.00 Registration and advance voting period have closed
13.4.2021 AGM
Subtitles in English
Subtitles in English
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
Financial Statements 2020, Report of the Board of Directors and Auditor’s report can be found in Annual Review 2020
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 a new member of the Board of Directors Anna Herlin, 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.
All the proposed individuals have given their consent to being elected.
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.
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
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 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
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
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
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.
According to the Finnish Companies Act, e.g. the following matters are subject to the decision-making power of 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 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.
