Stock Exchange Release 8/4/2010 16:30
In accordance with the proposal of the Board of Directors, Sanoma Corporation's Annual General Meeting approved today the payment of a dividend of EUR 0.80 per share and authorised the Board to decide on the repurchase of the Company's own shares. The AGM also approved other proposals to the AGM as they were.
Board members Sirkka Hämäläinen-Lindfors and Seppo Kievari were re-elected and Antti Herlin was elected as a new member to the Board. Jaakko Rauramo continues as Chairman of the Board and Sakari Tamminen as Vice Chairman.
The AGM adopted the financial statements for 2009 and discharged the members of the Board of Directors as well as President and CEO from liability for the financial year 2009.
Use of the profit and dividend payment
The AGM resolved that a dividend of EUR 0.80 per share shall be paid and a sum of EUR 500,000 shall be transferred to the donation reserve and used at the Board of Directors' discretion. The record date for distribution of dividends is 13 April 2010 and in Finland, the dividends will be paid on 20 April 2010. Outside Finland, the actual dividend payment date will be determined by the practices of the intermediary banks transferring the payments.
Authorisation to decide on a share issue
The AGM authorised the Board of Directors to decide on an issuance of a maximum of 82,000,000 new shares and a transfer of a maximum of 5,000,000 treasury shares. The authorisation will be valid until 30 June 2013.
The Board of Directors is authorised to grant a maximum of 5,000,000 stock options as a part of the Company's incentive programme. In a directed share issue, a maximum of 41,000,000 shares can be issued or transferred.
Authorisation to decide on the repurchase of the Company's shares
The AGM authorised the Board to decide on the repurchase of maximum of 16,000,000 Company's own shares. The authorisation is effective until 30 June 2011 and terminates the corresponding authorisation granted by the AGM on 1 April 2009.
These shares will be purchased with the Company's unrestricted shareholders' equity, and the repurchases will reduce funds available for distribution on profits. The shares will be repurchased to develop the Company's capital structure, carry out or finance potential corporate acquisitions or other business arrangements, or to be transferred for other purposes, retained as treasury shares, or cancelled.
The shares can be repurchased either through a tender offer made to all shareholders on equal terms or in other proportion than that of the current shareholders at the market price of the repurchase moment on the NASDAQ OMX Helsinki Ltd.
Amendments to the Articles of Association
The following amendments to Sanoma Corporation's Articles of Association were made: Article 4, Section 2 of Article 5, Section 6 of Article 7, Article 17 and Article 18 were deleted as unnecessary. The duties of the President and CEO described in Article 9 and the provisions concerning the time to convene a General meeting described in Article 14 were amended to correspond to the Finnish Limited Liability Companies Act in force. In addition, the auditor clauses in Article 12 were clarified and corresponding changes were made to Article 16. The new Articles of Association are presented on the Group's website at Sanoma.com.
Members of the Board and remuneration
The number of Sanoma's Board members was set at ten. Board members Sirkka Hämäläinen-Lindfors and Seppo Kievari were re-elected, and Antti Herlin, Chairman of the Board of Directors of KONE Corporation, was elected as a new member to the Board.
The Board of Directors of Sanoma consists of Jaakko Rauramo (Chairman), Sakari Tamminen (Vice Chairman), and Annet Aris, Robert Castrén, Jane Erkko, Antti Herlin, Paavo Hohti, Sirkka Hämäläinen-Lindfors, Seppo Kievari and Rafaela Seppälä as members.
According to the Articles of Association, the term of Board member is three years. The Board members' terms have been arranged so that about one third of the members are elected annually. The term of Robert Castrén, Jane Erkko, Paavo Hohti and Rafaela Seppälä continues until the AGM in 2011, the term of Annet Aris, Jaakko Rauramo and Sakari Tamminen continues until the AGM in 2012 and the term of Antti Herlin, Sirkka Hämäläinen-Lindfors and Seppo Kievari continues until the AGM in 2013.
The AGM resolved to continue to pay the following monthly remuneration to members of the Board:
- EUR 8,500 to the Chairman
- EUR 6,500 to the Vice Chairman and
- EUR 5,500 to members.
A sum of EUR 1,000 per meeting will be paid to committee members, and Board Members' travel expenses that are related to the Board Meetings will be reimbursed according to the Travel Policy of the Company.
The AGM re-appointed Pekka Pajamo, Authorised Public Accountant, and Sixten Nyman, Authorised Public Accountant, as his deputy, and chartered accountants KPMG Oy Ab, with Kai Salli, Authorised Public Accountant, as Auditor in Charge, as the auditors of the Company. The AGM decided to continue to pay the auditors according to the invoice.
Chief Financial Officer
Additional information: Sanoma's Group Communications, tel +358 105 19 5062 or email@example.com
Sanoma inspires, informs and connects. As a diversified media group, we bring information, experiences, education and entertainment to millions of people every day. We make sure that quality content and interesting products and services are easily available and meet the demands of our readers, viewers and listeners. We offer a challenging and interesting working environment for 20,000 people in over 20 countries throughout Europe. In 2009, the Group's net sales totalled EUR 2.8 billion.