Decisions taken by the annual general meeting and the board of directors of Sanoma Corporation

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Sanoma Oyj

Sanoma Corporation, press release, April 7, 2022 at 4:15 p.m. EET

Decisions taken by the annual general meeting and the board of directors of Sanoma Corporation

The Annual General Meeting (AGM) of Sanoma Corporation was held on April 7, 2022 in Helsinki. The AGM was held on the basis of the so-called provisional deed so that the shareholders of the Company and their representatives participate in the meeting and exercise the rights of the shareholder only by voting in advance as well as by submitting counter-proposals and asking questions in advance.

The meeting adopted the financial statements, the report of the board of directors and the auditor’s report for the year 2021 and discharged the members of the board of directors and the chairman and chief executive officer of any responsibility for the financial year. 2021. In addition, the meeting took an advisory decision on the adoption of the Remuneration Policy and the Remuneration Report for the governance bodies.

Dividend

The General Meeting has decided that a dividend of 0.54 EUR per share will be paid. The dividend will be paid in two instalments. The first installment of EUR 0.27 per share will be paid to a shareholder registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the dividend record date of 11 April 2022. The payment date for this installment is April 20, 2022.

The second installment of EUR 0.27 per share will be paid in November 2022. The second installment will be paid to a shareholder registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date of the dividend, who, together with the date of payment of the dividend, will be decided by the Board of Directors at its meeting scheduled for October 26, 2022. The registration date of the dividend would then be on or around October 28, 2022 and the date of payment of the dividend on or around November 4, 2022.

Composition of the Board of Directors

The General Assembly decides that the number of members of the Board of Directors will be set at nine. Pekka Ala-Pietilä, Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Nils Ittonen, Denise Koopmans, Sebastian Langenskiöld and Rafaela Seppälä were re-elected as members. Pekka Ala-Pietilä was elected chairman of the board and Nils Ittonen vice-chairman. The term of all Board members ends at the close of the 2023 AGM.

Remuneration of the Board of Directors

The AGM decided that the monthly remuneration due to the members of the Board of Directors would remain unchanged. Monthly compensation is: EUR 12,000 for the Chairman of the Board, EUR 7,000 for the Vice-Chairman of the Board and EUR 6,000 for the members of the Board.

The attendance fees of the Board of Directors are:

– For Board members residing outside Finland: EUR 1,000 / Board meeting where the member was present;

– For the Chairmen of Board Committees: the attendance fee is increased to EUR 3,500 / Attendance at the Committee meeting;

– For Committee members residing outside Finland: attendance fees are increased to EUR 2,500 / Committee meeting where the member was present and EUR 1,500 / Committee meeting attended; and

– For members of the Committee residing in Finland: the meeting costs are increased to 1,500 EUR / participation in the meeting of the Committee.

The attendance fees of the Shareholders’ Appointments Committee are:

– For the Chairman of the Committee: EUR 3,500 / Participation in the Committee meeting;

– For Committee members residing outside Finland: EUR 2,500 / Committee meeting where the member was present and EUR 1,500 / Committee meeting attended; and

– For Committee members residing in Finland: EUR 1,500 / Committee meeting where the member was present

Constitution of the Shareholders’ Appointments Committee

The AGM resolved that a Shareholders Nomination Committee be established for the Company and its Charter was adopted. The Committee is set up until further notice until the General Meeting of Shareholders decides otherwise and is made up of a maximum of four members representing the four main shareholders of the Company who, on May 31 preceding the Annual General Meeting of the next year, hold the greatest number of shares calculated votes of all the shares of the Company. The Shareholders’ Nomination Committee elects a Chairman from among its members. The terms of all committee members expire each year upon the appointment of the next shareholder nomination committee (to be appointed after the next annual general meeting following the appointment).

Listener

The AGM has appointed auditing firm PricewaterhouseCoopers Oy as the company’s auditor with Samuli Perälä, Chartered Accountant, as lead auditor. The Auditor will be reimbursed on invoice approved by the Company.

Authorization to buy back the Company’s own shares

The General Meeting authorized the Board of Directors to decide to buy back a maximum of 16,000,000 of the Company’s own shares (approximately 9.8% of all the Company’s shares) in one or more tranches. Shares will be redeemed with funds from the Company’s unrestricted equity, and redemptions will reduce the funds available for the distribution of profits. The authorization will be valid until June 30, 2023 and terminates the corresponding authorization granted by the 2021 GM.

Shares will be redeemed to expand the Company’s capital structure, to complete or fund potential business acquisitions or other business arrangements, to be used in connection with the Company’s incentive program or to be otherwise transferred, retained as treasury shares or canceled .

Authorization to issue shares, option rights and other special rights giving right to shares

The General Meeting authorized the Board of Directors to decide on the issue of new shares and the contribution of own shares of the Company held by the Company (treasury shares) and the issue of option rights and other special rights giving access to shares as specified in Chapter 10, Section 1 of the Finnish Companies Act. Option rights and other special rights giving entitlement to shares as specified in Chapter 10, Section 1 of the Finnish Companies Act cannot be granted under the Company’s incentive programme. The Board may decide to issue a maximum of 16,000,000 new shares (approximately 9.8% of all Company shares) as well as the contribution of a maximum of 5,000,000 own shares held by the Company once or several times. The issue of shares, the sale of treasury shares and the granting of option rights and other special rights giving right to shares may be carried out by way of derogation from the shareholders’ preferential subscription right (directed issue). The authorization will be valid until June 30, 2023 and will replace the corresponding authorization granted by the 2021 GA.

Board decisions

In its organizational meeting held after the General Assembly, the Board of Directors decided to appoint from among its members the following members to its committees:

Audit Committee: Denise Koopmans (Chair), Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Nils Ittonen
Human Resources Committee: Julian Drinkall (Chair), Sebastian Langenskiöld, Rafaela Seppälä

In addition to the Audit Committee and the Human Resources Committee, the Board of Directors has, according to its charter, an Executive Committee. The Executive Committee is made up of the Chairman and Vice-Chairman of the Board, the Chairman and Chief Executive Officer and, at the Chairman’s invitation, one or more members of the Board. In 2022, the executive committee will consist of Pekka Ala-Pietilä (chairman), Nils Ittonen and Susan Duinhoven.

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

Sanoma

Sanoma is an innovative and agile learning and media company that impacts the lives of millions of people every day. Our sustainability strategy is designed to maximize our positive “brain footprint” on society and to minimize our environmental footprint. We are committed to the United Nations Sustainable Development Goals and signatories to the United Nations Global Compact.

Our learning products and services enable teachers to develop the talents of each child to reach their full potential. We offer print and digital learning content as well as digital learning and teaching platforms for primary, secondary and vocational education, and want to grow our business.

Our Finnish media offer independent journalism and captivating entertainment also for generations to come. Our unique cross-media position provides the broadest reach and tailored marketing solutions for our business partners.

Today we operate in eleven European countries and employ over 5,000 professionals. In 2021, our net sales amounted to approx. €1.25 billion and our operating margin EBIT excl. APP was 15.8%. Sanoma shares are listed on Nasdaq Helsinki. More information is available at sanoma.com.

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