Sanoma Oyj - Company Announcement

Sanoma Announces Final Tender Offer Results

Sanoma Corporation, Stock Exchange Release, 24 May 2016 at 09:00 CET+1

Sanoma (the “Company”) today announces the final results of the invitation by
Nordea Bank Danmark A/S (the “Offeror”) on behalf of the Company to all holders
of the outstanding EUR 400 million 5.00% Notes due 20 March 2017 (ISIN:
XS0759680860) (the “Notes”) to tender their Notes for purchase by the Offeror
for cash (the “Offer”). 

Capitalised terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum in respect of the Offer dated 13
May 2016. 

At the Expiration Deadline of 4:00 p.m. CET on 23 May 2016, valid tender
instructions of EUR 300,280,000 in aggregate principal amount of Notes were
received pursuant to the Offer. 

The Company announces that the Final Acceptance Amount has been set by the
Offeror at an aggregate principal amount of EUR 200 million of the Notes.
Accordingly, pursuant to the terms of the Tender Offer Memorandum, all valid
tenders will be accepted in full up to the minimum denomination of the Notes,
with all additional Notes tendered accepted subject to a proration factor of
63.164%, rounded down to the nearest EUR 1,000 in accordance with the terms of
the Tender Offer Memorandum. The Company also announces that the New Issue
Condition has been satisfied. 

The Purchase Price for the Notes is 104.10%. The Offeror will also pay accrued
and unpaid interest on Notes accepted for purchase in the Offer. 

The Settlement Date for the Offer is 26 May 2016.  All Notes purchased by the
Company will be cancelled. 

Additional information
Sanoma’s Investor Relations, Pekka Rouhiainen, tel. +358 40 739 5897

Dealer Managers:
Nordea Markets: (+45 33331675 / bibi.larsen@Nordea.com)
OP Corporate Bank: (+358 (0) 102527970 / liabilitymanagement@op.fi)
Tender Agent: Lucid Issuer Services Limited (+44 20 7704 0880 /
sanoma@lucid-is.com) 

About Sanoma

Sanoma is an inspiring, relevant and trusted consumer media and learning
company.  Ever since its formation in 1889, the company has held creativity and
independent thinking at its core in order to deliver high-quality content in
new and different ways. 

Sanoma’s consumer media business provides consumers with engaging and
personalised content through cross-media brands that touch their lives.
Sanoma’s close relationships with its consumers enable the company to offer
unique value-added marketing solutions to its business partners. 

Sanoma Learning’s learning solutions enable teachers to excel at developing the
talents of every child, creating opportunities for children to advance their
prospects in life. 

With operating companies in Finland, the Netherlands, Belgium, Poland and
Sweden, Sanoma realised net sales of more than EUR 1.7 billion in 2015. The
company employed over 6,000 employees. 

Disclaimer

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR IN OR INTO ANY
OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.