Decisions taken by Sanoma Corporation’s Annual General Meeting and Board of Directors - Seite 3

The shares shall be repurchased to develop the Company’s capital structure, to carry out or finance potential corporate acquisitions or other business arrangements or agreements, to be used as a part of the Company’s incentive programme or to be otherwise conveyed further, retained as treasury shares, or cancelled.

Authorisation to issue shares, option rights and other special rights entitling to shares

The AGM authorised the Board of Directors 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 will be entitled to decide on the issuance of a maximum of 16,000,000 new shares (approx. 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 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 will be valid until 30 June 2025 and it will replace the corresponding authorisation granted by the AGM 2023.

Decisions by the Board of Directors

In its organisation meeting held after the AGM, the Board of Directors decided to appoint from among its members the following members to its committees:

Audit Committee: Rolf Grisebach (Chair), Klaus Cawén, Mika Ihamuotila and Sebastian Langenskiöld

Human Resources Committee: Julian Drinkall (Chair), Anna Herlin and Sebastian Langenskiöld

In addition to the Audit Committee and Human Resources Committee, the Board of Directors has, according to its Charter, an Executive Committee. The Executive Committee consists of the Chair and Vice Chair of the Board, the President and CEO and at Chair’s invitation one or several members of the Board. In 2024, the Executive Committee will comprise Pekka Ala-Pietilä (Chair), Klaus Cawén and Rob Kolkman.

Additional information
Kaisa Uurasmaa, Head of Investor Relations and Sustainability, tel. [phone]

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 UN Sustainable Development Goals and signatory to the UN Global Compact.

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.