Notice to the Annual General Meeting of Sanoma Corporation

07.02.2020

Stock Exchange Releases Sanoma Group

Sanoma Corporation, Stock Exchange Release, 7 February 2020 at 08:40 EET

Notice to the Annual General Meeting of Sanoma Corporation

Notice is given to the shareholders of Sanoma Corporation to the Annual General Meeting to be held on Wednesday 25 March 2020 at 14:00 EET at Marina Congress Center, Europaea Hall. The address is Katajanokanlaituri 6, 00160 Helsinki, Finland. The reception of persons who have registered for the meeting, distribution of the voting tickets, and the preceding coffee service shall commence at 13:00 EET.

A. Matters on the Agenda of the Annual General Meeting

At the Annual General Meeting, the following matters shall be considered:

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 Auditor’s Report for the year 2019

- 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

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.50 per share shall be paid for the year 2019 and a sum of EUR 350,000 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 0.25 per share shall be paid to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Ltd on the dividend record date 27 March 2020. The payment date proposed by the Board of Directors for this instalment is 3 April 2020.

The second instalment of EUR 0.25 per share shall be paid in November 2020. The second instalment shall be paid to a shareholder who is registered in the shareholder 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 28 October 2020. The dividend record date would then be on or about 30 October 2020 and the dividend payment date on or about 6 November 2020.

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability

10. Consideration of the remuneration policy of the governing bodies

The remuneration policy of the Company’s governing bodies shall be considered for the first time in the Annual General Meeting of 2020. The remuneration policy must be presented to the Annual General Meeting at least every four years or every time a material change is made. A proposal for the remuneration policy of the governing bodies is available on Sanoma Corporation’s website at www.sanoma.com on 3 March 2020 at the latest.

11. Resolution on the remuneration of the members of the Board of Directors

Shareholders representing more than 10% of all shares and votes of the Company have announced their intention to propose to the Annual General Meeting that the remuneration payable to the members of the Board of Directors is as follows.

The monthly remunerations are EUR 12,000 for the Chairman of the Board of Directors, EUR 7,000 for the Vice Chairman of the Board of Directors, and EUR 6,000 for the members of the Board of Directors.

The meeting fees of the Board of Directors are:

- For Board members who reside outside Finland: EUR 1,000 / Board meeting where the member was present;

- For the Chairmen of Board of Directors’ Committees: EUR 2,000 / Committee meeting participated;

- For Committee members who reside outside Finland: EUR 2,000 / Committee meeting where the member was present and EUR 1,000 / Committee meeting participated; and

- For Committee members who reside in Finland: EUR 1,000 / Committee meeting participated.

A person serving the Company under a full time employment or service agreement receives no fee for Board membership.

12. Resolution on the number of members of the Board of Directors

Shareholders representing more than 10% of all shares and votes of the Company have announced their intention to propose to the Annual General Meeting that the number of the members of the Board of Directors shall be set at ten.

13. Election of the Chairman, the Vice Chairman and the members of the Board of Directors

Shareholders representing more than 10% of all shares and votes of the Company have announced their intention to propose to the Annual General Meeting that the Board of Directors comprises the following members: Pekka Ala-Pietilä, Antti Herlin, Mika Ihamuotila, Nils Ittonen, Denise Koopmans, Sebastian Langenskiöld, Rafaela Seppälä and Kai Öistämö as well as new members of the Board of Directors Julian Drinkall and Rolf Grisebach, and that the term of all the Board members ends at the end of the Annual General Meeting in 2021. Anne Brunila does not stand for re-election to the Board of Directors.

In addition, the above mentioned shareholders intend to propose that Pekka Ala-Pietilä is elected as the Chairman and Antti Herlin as the Vice Chairman of the Board of Directors.

Julian Drinkall, born 1964, British national, Master in Public Administration John F. Kennedy School of Government Harvard (2006), MBA Harvard Graduate School of Business Administration (1991), MA PPE Oxford University, Merton College (1986). Drinkall has acted as CEO at Academies Enterprise Trust (AET) since 2016. Previously he acted as the CEO at Alpha Plus Holding, 2014-2016, President and CEO of EMEA and India at Cengage Learning, 2012-2014, Operating Partner at OC&C Strategy Consultants, 2010-2012, Chief Executive Officer at Macmillan Education, 2007-2010, and Chief Operating Officer, 2006-2007 at MacMillan, Director of Strategy and Mergers & Acquisitions at Boots Company, 2003-2005, Group Strategy Director at IPC Media, 2001-2003, Head of Financial and Commercial Strategy at BBC, 1998-2001. Previous employers include Arthur D. Little, Island International (Island Records) and The LEK Partnership.

Rolf Grisebach, born 1961, German national, PhD in Business Law Max-Planck-Institute (1988), Master of Business and Master of Law, Ludwig-Maximilians-Universität (1985). Grisebach is a Partner at Stella Partners, London, since 2019. Previously he acted as the CEO at Thames & Hudson Ltd, London, 2013-2019, President of German, Swiss and Austrian operations at Pearson Germany, 2010-2013, CEO at Deutscher Fachverlag (DFV), 2005-2010, Member of the Executive Board at Holtzbrinck Group, Stuttgart, 2001-2004, Business CEO for Education, STM and digital division at Holtzbrinck Group, New York, 1998-2001, Vice President Corporate Development at Holtzbrinck Group, 1995-1998, and Manager at Boston Consulting Group, 1988-1995, Munich and London.

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

14. Resolution on the remuneration of the Auditor

In accordance with the recommendation of the Board of Director’s Audit Committee, the Board of Directors proposes that the Auditor’s remuneration be paid according to invoice approved by the Company.

15. Election of Auditor

The Auditor will be elected at the Annual General Meeting for the term that is determined in the Articles of Association of the Company. The term expires at the end of the next Annual General Meeting following the election. In accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the Auditor shall be audit firm PricewaterhouseCoopers Oy. PricewaterhouseCoopers Oy has informed that Samuli Perälä, Authorised Public Accountant, is the auditor with principal responsibility. The term of the Auditor will expire at the end of the Annual General meeting in 2021.

16. Authorising the Board of Directors to decide on the repurchase of the Company’s own shares

The Board of Directors proposes that the Board of Directors be authorised by the Annual General Meeting to decide on the repurchase of a maximum of 16,000,000 of the Company’s own shares (approximately 9.8% of all shares of the Company) in one or several instalments. The shares shall be repurchased with funds from the Company's unrestricted shareholders’ equity, and the repurchases shall reduce funds available for distribution of profits. The shares shall be repurchased either through a tender offer made to all shareholders on equal terms or otherwise than in proportion to the shares held by the shareholders, at their current price in public trading on Nasdaq Helsinki Ltd. The shares shall be repurchased to develop the Company’s capital structure, to carry out or finance potential corporate acquisitions or other business arrangements, to be used as a part of the Company’s incentive programme or to be otherwise conveyed further, retained as treasury shares or cancelled. The authorisation is proposed to be valid until 30 June 2021 and it terminates the corresponding authorisation given to the Board of Directors by the Annual General Meeting of 27 March 2019.

17. Authorising the Board of Directors to decide on issuance of shares, option rights and other special rights entitling to shares

The Board of Directors proposes that the Board be authorised by the Annual General Meeting to decide on issuance of new shares and the conveyance of the Company's own shares held by the Company (treasury shares) and the issuance of option rights and other special rights entitling to shares as specified in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. Option rights and other special rights entitling to shares as specified in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act may not be granted as part of the Company’s incentive programme. The Board would, pursuant to the authorisation, be entitled to decide on the issuance of a maximum of 18,000,000 new shares as well as conveyance of a maximum of 5,000,000 treasury shares held by the Company in one or several instalments. The issuance of shares, the conveyance of treasury shares and the granting of option rights and other special rights entitling to shares may be done in deviation from the shareholders’ pre-emptive right (directed issue). The authorisation is proposed to be valid until 30 June 2021 and it will replace the authorisation to decide on issuance of shares, option rights and other special rights entitling to shares which was granted to the Board of Directors by the Annual General Meeting on 27 March 2019.

18. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Sanoma Corporation’s website at www.sanoma.com. The Financial Statements, the Board of Directors’ Report, and the Auditor’s Report of Sanoma Corporation as well as the remuneration policy are available on the above-mentioned website on 3 March 2020 at the latest. The decision proposals and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice shall be sent to shareholders upon request. Notice to General Meeting shall not be sent to the shareholders separately. The minutes of the meeting shall be available on the above-mentioned website on 8 April 2020 at the latest.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 13 March 2020 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 personal Finnish book-entry account, is registered in the shareholders’ register of the Company.

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 no later than on 19 March 2020 at 16:00 EET by which time the notice must be received at the Company. Such notice can be given as of 20 February 2020 at 9:00 EET. Notice to the meeting can be given:

on the Company’s website at www.sanoma.com
by telephone +358 20 770 6864 on weekdays from 9:00 until 16:00 EET
by fax +358 10 519 5098 or
by regular mail to Sanoma Corporation, AGM, P.O. Box 60, 00089 Sanoma, Finland.

In connection with the registration, a shareholder shall notify his/her name, personal/business ID, telephone number, the name of a possible assistant, proxy representative or legal representative, and the personal ID of the proxy representative or legal representative. The personal data given to the Company is used only in connection with the Annual General Meeting and with the processing of related required registrations.

The shareholder, his/her proxy representative or legal representative shall, where necessary, be able to prove his/her identity and right of representation.

2. 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 13 March 2020, would be entitled to be registered in the shareholders’ register of the Company held 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 20 March 2020 by 10:00 EET at the latest. As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of voting rights the shareholder has in the Annual General Meeting.

A holder of nominee registered share is advised to request, without delay, necessary instructions regarding the temporary registration in the 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 who wants to participate in the Annual General Meeting temporarily into the shareholders’ register of the Company at the latest by the time stated above.

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. 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. 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.

Possible proxy documents should be delivered to Sanoma Corporation, AGM, P.O. Box 60, 00089 Sanoma, Finland on 20 March 2020 at the latest.

4. Other instructions / information

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice to the Annual General Meeting, 6 February 2020, the total number of shares and votes in Sanoma Corporation is 163,565,663.

The doors of the meeting premises shall be opened at 13:00 EET. The meeting participants are invited to a coffee service that precedes the meeting. The General Meeting shall be conducted in Finnish.

Copies of the Company's printed Financial Statements for 2019 are posted on request and may be ordered by email ir@sanoma.com.

We wish our shareholders welcome to the Annual General Meeting.

In Helsinki, 6 February 2020

Sanoma Corporation

Board of Directors

Additional information
Kaisa Uurasmaa, Head of Investor Relations and CSR, tel. +358 40 560 5601

Sanoma.com

Sanoma is a front running learning and media company impacting the lives of millions every day. We enable teachers to excel at developing the talents of every child, provide consumers with engaging content, and offer unique marketing solutions to business partners.

Today, with operations in ten countries including Finland, the Netherlands and Poland, our net sales totalled EUR 900 million and we employed approx. 3,500 professionals in 2019. Sanoma shares are listed on Nasdaq Helsinki. More information is available at www.sanoma.com.