Notice to the Annual General Meeting of
Notice is given to the shareholders of
The Board of Directors of the Company has resolved on extraordinary meeting procedures pursuant to temporary legislation (667/2020) that entered into force on
The Annual General Meeting can be followed on the Company's website at www.sanoma.com. Persons following the meeting in this manner are not considered participants in the Annual General Meeting. Accordingly, shareholders will not have the possibility to address the meeting or participate in any vote, among other things, during the meeting. The webcast will be arranged only if it can be arranged in compliance with all regulatory rules and restrictions imposed by the authorities due to the coronavirus pandemic.
The Company will provide pre-materials relating to the agenda on its website www.sanoma.com on
The Chairman of the Board of Directors and the President and CEO will be participating in the meeting. The other management of the Company will not be participating in the meeting.
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
Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the general meeting in accordance with Chapter 5, Sections 6 and 6 a of the Finnish Companies Act shall be deemed shareholders participating in the meeting. The list of votes will be adopted according to the information furnished to
6. Presentation of the Financial Statements, the Board of Directors’ Report and the Auditor’s Report for the year 2020
- Review by the President and CEO
Since the Annual General Meeting may only be attended by voting in advance, the Company's 2020 Annual Report, which includes the Company's Financial Statements, the Report of the Board of Directors and the Auditor's Report, and which is available on the Company's website no later than on week 10, commencing on
A recording of the President and CEO’s review will be available on the Company’s website at www.sanoma.com after the Annual General Meeting.
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 two instalments. The first instalment of
The second instalment of
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability for the financial period 1 January to
10. Adoption of the remuneration report of the governing bodies
The remuneration report for 2020 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.
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 proposed to the Annual General Meeting that the remuneration payable to the members of the Board of Directors will remain unchanged.
The monthly remunerations are
The meeting fees of the Board of Directors are:
- For Board members who reside outside
- For the Chairmen of Board of Directors’ Committees:
- For Committee members who reside outside
- For Committee members who reside in
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 proposed 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 proposed to the Annual General Meeting that the Board of Directors comprises the following members:
In addition, the above-mentioned shareholders have proposed that
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 the 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 2021 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.
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
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 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
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, the Auditor’s Report, the remuneration report as well as the remuneration policy adopted by the Annual General Meeting in 2020 are available on the above-mentioned website on week 10, commencing on
C. Instructions for the participants in the Annual General Meeting
In order to prevent the spread of the coronavirus pandemic, the Annual General Meeting will be arranged so that a shareholder or his/her proxy representative may not be present at the venue of the meeting. The shareholders and their proxy representatives can participate in the meeting and exercise the shareholder’s rights only by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions set out below and other instructions provided by the Company. Persons following the meeting through the Company’s website are not considered participants in the Annual General Meeting. Accordingly, shareholders will not have the possibility to address the meeting or participate in any vote, among other things, during the meeting.
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on
2. Registration and voting in advance
The registration and advance voting will begin on
In connection with the registration, a shareholder shall notify the requested information such as, his/her name, personal/business ID, telephone number, as well as the name of a possible proxy representative or legal representative, and the personal ID of the proxy representative or legal representative. The personal data given by the shareholders or the representatives to
A shareholder who has a Finnish book-entry account can register and vote in advance on certain items on the agenda of the Annual General Meeting during the period beginning on
a) at the Company’s website www.sanoma.com
The Finnish personal identity code or business ID of the shareholder as well as strong identification with Finnish banking codes or mobile ID by the shareholder or the proxy representative is needed for electronic registration and advance voting.
b) by post or email
A shareholder may submit the advance voting form available on the Company's website at www.sanoma.com on
The advance voting instructions will be available on the Company’s website at www.sanoma.com by
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. Due to the coronavirus pandemic, shareholders not voting in advance are requested to exercise shareholders’ rights through a centralised proxy representative designated by the Company by authorising
Shareholders may also participate in the Annual General Meeting and exercise their rights at the meeting by appointing another proxy representative. 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. The representation right can also be demonstrated by using the suomi.fi authorisation service available in the electronic registration service. 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.
A power of attorney template and voting instructions will be available on the Company’s website at www.sanoma.com by
Proxy representatives must register and vote in advance on behalf of shareholder, and he/she can submit counterproposals and ask questions in the manner instructed in the notice. Delivery of proxy documents and advance votes to the Company by the due date for the registration and advance voting constitutes due registration for the Annual General Meeting, provided that the aforementioned information required for the registration is included in the documents.
4. 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
A holder of nominee registered share is advised to request, without delay, necessary instructions regarding the registration in the temporary 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 temporarily into the shareholders’ register of the Company at the latest by the time stated above and see to the voting in advance on behalf of a holder of nominee registered shares before the due date for the registration.
5. Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the Company have the right to submit counterproposals concerning the matters on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals shall be delivered to the Company by email to ir@sanoma.com or by regular mail to
A shareholder has the right to pose questions with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act by email to ir@sanoma.com or by regular mail to
Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
On the date of this notice to the Annual General Meeting,
The Annual General Meeting can be followed on the Company's website at www.sanoma.com. Persons following the meeting in this manner are not considered participants in the Annual General Meeting. Accordingly, shareholders will not have the possibility to address the meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act or participate in any vote, among other things, during the meeting. The attendance list of the Annual General Meeting and voting results are determined solely based on the advance votes. Shareholders cannot thus exercise their voting rights when following the meeting through the webcast, but votes must be cast in advance.
To improve interaction in connection with the webcast of the Annual General Meeting, questions may be submitted through a chat function during the meeting to the President and CEO relating to her presentation. 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, which must be delivered in advance as described above. The webcast and the chat functionality will be arranged only if it is technically possible and it can be arranged in compliance with all regulatory rules and restrictions imposed by the authorities due to the coronavirus pandemic. Sanoma does not guarantee the functionality or the compatibility of the webcast with different devices. Further information and instructions on following the webcast are available on the Company’s website at www.sanoma.com prior to the Annual General Meeting.
In
Board of Directors
Additional information
Kaisa Uurasmaa, Head of Investor Relations and CSR, tel. +358 40 560 5601
Sanoma.com
Sanoma is an innovative and agile learning and media company impacting the lives of millions every day.
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 across
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 eleven European countries and employ close to 5,000 professionals. In 2020, our net sales amounted to approx. 1.1bn€ and our operational EBIT margin excl. PPA was 14.7%. Sanoma shares are listed on Nasdaq Helsinki. More information is available at www.sanoma.com.
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