Notice to the Annual General Meeting of
Notice is given to the shareholders of
For the purposes of expanding the opportunities for shareholders’ participation, the opportunity has been reserved for the shareholders to exercise their rights by voting in advance. Instructions for advance voting are provided in section C of this notice “Instructions for the participants in the Annual General Meeting”. In addition, the shareholders can follow the Annual General Meeting online via webcast on the Company’s website at www.sanoma.com and submit questions in advance as well as during the general meeting through a chat function. These functionalities supporting unofficial remote participation will be organised only if it is technically possible.
The official venue of the general meeting is the Mediatori in the Sanomatalo building. The address is Töölönlahdenkatu 2,
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 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 2023
- 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
The dividend shall be paid in three instalments. The first instalment of
The second instalment of
The third instalment of
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 Report of the governing bodies
The Remuneration Report for year 2023 prepared in accordance with the remuneration policy adopted on
The Board of Directors proposes that the Annual General Meeting adopts the Remuneration Report for the governing bodies. The resolution of the Annual General Meeting to adopt the Remuneration Report is advisory.
11. Resolution on the remuneration of the members of the Board of Directors, Board Committees and the Shareholders’ Nomination Committee
The Shareholders’ Nomination Committee has proposed to the Annual General Meeting that the monthly remuneration payable to the members of the Board of Directors remains unchanged.
The monthly remunerations of the Board of Directors are:
Furthermore, the Shareholders’ Nomination Committee has proposed to the Annual General Meeting that the meeting fees payable to the members of the Board of Directors remain unchanged:
- For members of the Board of Directors who reside outside
- For members of the Board of Directors who reside in
- For the Chairs of Board of Directors’ Committees:
- For Committee members who reside outside
- For Committee members who reside in
Shareholders representing more than 10% of all shares and votes of the Company have proposed to the Annual General Meeting that the meeting fees of the members of the Shareholders’ Nomination Committee remain unchanged and are:
- For the Chair of the Shareholders’ Nomination Committee:
- For members of the Shareholders’ Nomination Committee who reside outside
- For members of the Shareholders’ Nomination Committee who reside in
12. Resolution on the number of the members of the Board of Directors
The Shareholders’ Nomination Committee has proposed to the Annual General Meeting that the number of the members of the Board of Directors shall be set at eight.
13. Election of the members of the Board of Directors, the Chair and the Vice Chair of the Board of Directors
The Shareholders’ Nomination Committee has proposed to the Annual General Meeting that the Board of Directors comprises the following members:
In addition, the Shareholders’ Nomination Committee has proposed that
Essential biographical information and information on independence 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.
With regard to the procedure for the selection of the members of the Board of Directors, the Shareholders’ Nomination Committee recommends that the shareholders give their view on the proposal as a whole at the Annual General Meeting. The Shareholders’ Nomination Committee has estimated that in addition to the qualifications of the individual candidates for the Board of Directors, the proposed Board of Directors as a whole provides excellent competence and experience for the Company and that the composition of the Board of Directors also meets other requirements set for a listed company by the Corporate Governance Code.
14. Resolution on the remuneration of the Auditor and the Sustainability 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.
Furthermore, in accordance with the recommendation of the Board of Director’s Audit Committee, the Board of Directors proposes that the Sustainability Auditor’s remuneration be paid according to invoice approved by the Company.
15. Election of the Auditor and the Sustainability Auditor
The Auditor will be elected at the Annual General Meeting for the term that is determined in the Articles of
Auditors give their report for the financial year 2024 also on the adoption of the Financial Statements, whether the proposal for distribution of funds is in compliance with the Finnish Companies Act and discharging the members of the Board of Directors and the President and CEO of the Company from liability.
Furthermore, in accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the Sustainability Auditor shall be sustainability audit firm
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 own 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
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 Companies Act. Option rights and other special rights entitling to shares as specified in Chapter 10, Section 1 of the Finnish 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 16,000,000 new shares (approximately 9.8% of all shares of the Company) as well as conveyance of a maximum of 21,000,000 treasury shares held by the Company in one or several instalments. The total number of new shares to be registered based on this authorisation cannot exceed 16,000,000 new shares in aggregate. 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
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’s website at www.sanoma.com. The Company’s Annual Report 2023, including the company’s Financial Statements, the Board of Directors’ Report, Sustainability Report, Corporate Governance Statement, Remuneration Report and the Auditor’s Report of Sanoma, will be available on the above-mentioned website on week 10, commencing on
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who on the record date of the Annual General Meeting,
Registration for the Annual General Meeting will commence on
a) on the Company’s website at www.sanoma.com
Online registration requires that the shareholder or the shareholder’s statutory representative or proxy representative uses secure strong electronic authentication, by logging in using their personal online banking credentials or a mobile ID.
b) by regular mail addressed to
c) by phone by calling number +358 10 2818 909 from Monday to Friday from 9:00 to 12:00 and from 13:00 to 16:00 (EET); or
d) by e-mail addressed to agm@innovatics.fi
In connection with the registration, requested information must be provided, such as the shareholder’s name, date of birth/personal identification number/business identity code, contact details and the name of a proxy representative, legal representative or assistant, if any, and the date of birth or the personal identification number of the proxy representative or legal representative, as applicable. Any personal data provided to the Company or
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.
For further information on how
2. 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
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.
3. Proxy representatives 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 this notice. Electronical registration and advance voting on behalf of a shareholder require secure strong electronic authentication; a proxy representative may register the shareholder and vote in advance on behalf of the shareholder by logging in using their personal online banking credentials or a mobile ID. 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 and voting instruction templates will be available on the Company’s website at www.sanoma.com on
Shareholders can also use the electronic Suomi.fi authorisation service in Innovatics Ltd’s general meeting service for authorising their proxies instead of using the traditional proxy authorisation. In this case, the shareholder that is a legal entity authorises a representative appointed by it in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorisation topic “Representation at the General Meeting”). When registering, the representative must identify themselves with strong electronic authentication in Innovatics Ltd’s general meeting service, and after that register and vote in advance on behalf of the shareholder if necessary. The strong electronic authentication works with personal online banking certificates or a mobile ID. For more information, see www.suomi.fi/e-authorizations.
4. Advance voting
Shareholders with a Finnish book-entry account or equity savings account may vote in advance on the agenda matters 7-17 of the Annual General Meeting during the period from
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.
Advance voting can be done in the following ways:
a) on the Company website at www.sanoma.com
Electronic advance voting requires that the shareholder or the shareholder’s statutory representative or proxy representative uses secure strong electronic authentication for registering and voting by logging in using their personal online banking credentials or a mobile ID.
b) by email or by regular mail
A shareholder may submit the advance voting form available on the Company’s website at the latest on
The advance votes must be 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 constitutes 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. The terms and other instructions related to the electronic advance voting are also available on the Company’s website at www.sanoma.com.
5. Other instructions and information
The Annual General Meeting can be followed online via a webcast on Company’s website www.sanoma.com. Detailed instructions on following the webcast will be available on the Company’s website www.sanoma.com 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
Pursuant to Chapter 5, Section 25 of the Finnish 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. Information on the Annual General Meeting laid down in the Finnish Companies Act and the Finnish Securities Markets Act is available on the Company’s website at www.sanoma.com.
On the date of this notice to the Annual General Meeting, the total number of shares in Sanoma and votes represented by such shares is 163 565 663. The Company holds on the date hereof 298,045 treasury shares, in respect of which voting rights cannot be used at the Annual General Meeting.
Any changes in the ownership of shares that have occurred after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting nor the number of votes of the shareholder at the Annual General Meeting.
We wish our shareholders welcome to the Annual General Meeting.
In
Board of Directors
Additional 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 impacting the lives of millions every day. Our Sustainability Strategy is designed to maximise our positive ‘brainprint’ on society and to minimise our environmental footprint. We are committed to the
Our learning products and services enable teachers to develop the talents of every child to reach their full potential. We offer printed 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 provide independent journalism and engaging entertainment also for generations to come. Our unique cross-media position offers the widest reach and tailored marketing solutions for our business partners.
Today, we operate in twelve European countries and employ more than 5,000 professionals. In 2023, our net sales amounted to approx. 1.4bn€ and our operational EBIT margin excl. PPA was 12.6%. Sanoma shares are listed on Nasdaq Helsinki. More information is available at sanoma.com.
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