Sanoma Oyj : Proxy form including voting instructions

PROXY FORM FOR ANNUAL GENERAL MEETING (INCLUDING VOTING INSTRUCTIONS)

Annual General Meeting of Sanoma Corporation 2024

I/We, being shareholder(s) of Sanoma Corporation, hereby appoint

________________________________________________________, as my/our proxy to vote on

my/our behalf with all shares I/we hold in accordance with the voting instructions below at the Annual General Meeting of Sanoma Corporation convened to be held on 17 April 2024 at 14.00 EET.

Place and date:

________________________________________________

Signature / signatures:

________________________________________________

Print name / name of the legal person and its representative:

________________________________________________

Date of birth / business identity code:

________________________________________________

Telephone number (daytime):

________________________________________________

Date of birth of the proxy representative:

________________________________________________

Telephone number and/or e-mail address of the proxy representative:

________________________________________________

The completed and signed proxy form shall be delivered primarily in connection with the registration by e-mail to [e-mail] or by regular mail to Innovatics Ltd, AGM/Sanoma Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, by 11 April 2024 at 16.00 EET at the latest.

The principal accepts everything that the proxy representative legally does or fails to do under this proxy document. The principal also agrees to the transmission of information in accordance with this proxy document to Sanoma Corporation and Innovatics Ltd, as well as between these parties, to be used in connection with the Annual General Meeting and the processing of thereto related necessary registrations.

A shareholder who is a legal person shall in connection with the delivery of the proxy form and voting instructions deliver evidence of the proxy form signatory's right to represent the legal person (for example, a Trade Register extract or a certified copy of a board resolution).

Proxy documents in original shall be presented to the company upon request.

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Voting Instructions

Name of shareholder (print name): __________________________________________________

To direct your proxy to vote with respect to the proposed resolution, please indicate the manner in which your proxy is to vote by checking (X) the appropriate box below.

If no voting instructions have been indicated below, or if there is more than one voting instruction on the same item, or if other text or markings other than a cross (X) have been used to indicate a voting instruction, or if a shareholder has voted "Against/No" on an agenda item that requires a counterproposal (e.g. agenda item 13), this means that the shareholder's shares are not taken into consideration in the item in question. The shareholder's shares are not considered as shares represented at the Annual General Meeting and the votes are not counted as cast votes with regard to the item in question.

If the proxy document is given as a representative of an entity (incl. estate), the legal representative of the entity or a person authorised by the entity must provide necessary documents to prove the right to represent the entity (e.g., trade register extract or board resolution). Such documents are requested to be attached to these voting instructions. If the documents are not submitted during the registration period or they are otherwise incomplete, the shares of the entity will not be included as shares represented at the General Meeting.

The option "For/Yes" means that the shareholder is in favour of approving the proposal. The option "Against/No" means that the shareholder objects to the acceptance of the proposal. By voting in advance it is not possible to submit a counterproposal to the meeting or demand a voting. "Abstain from voting" means giving an empty vote, in which case the shares are taken into account as shares represented in the handling of the agenda item, which has an impact with respect to resolutions requiring a qualified majority (e.g. agenda items 16-17). With respect to resolutions requiring a qualified majority, all shares represented at the General Meeting are taken into account. Therefore, abstaining from voting has an impact on the outcome of the vote. Shareholders should be aware of this fact, especially if their intention is not to vote against the proposal.

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	Resolution item	For/Yes	Against/	Abstain from
			No	voting
7.	Adoption of the Financial Statements	☐	☐	☐
8.	Resolution on the use of the profit shown on the balance sheet	☐	☐	☐
	and the payment of dividend
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
11.	Resolution on the remuneration of the members of the Board of	☐	☐	☐
	Directors, Board Committees and the Shareholders' Nomination
	Committee
12.	Resolution on the number of the members of the Board of	☐	☐	☐
	Directors
13.	Election of the members of the Board of Directors, the Chair and	☐	☐	☐
	the Vice Chair of the Board of Directors
14.	Resolution on the remuneration of the Auditor and the	☐	☐	☐
	Sustainability Auditor
15.	Election of the Auditor and the Sustainability Auditor	☐	☐	☐
16.	Authorising the Board of Directors to decide on the repurchase	☐	☐	☐
	of the Company's own shares
17.	Authorising the Board of Directors to decide on issuance of	☐	☐	☐
	shares, option rights and other special rights entitling to shares

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