Sanoma Oyj - Company Announcement

Sanoma introduces a share-based long-term incentive programme to replace Sanoma’s stock options

Sanoma Corporation, Stock Exchange Release, 7 February 2013 at 15:15 CET+1

The Board of Directors of Sanoma Corporation has approved a share-based
long-term incentive programme (Performance Share Plan) to be offered to
executives and managers of Sanoma Corporation and its subsidiaries. 

The Performance Share Plan is the long-term part of the remuneration and
commitment programme for the executives and managers of Sanoma Corporation and
its subsidiaries. Purpose of the Performance Share Plan is to encourage the
executives and managers to work on a long-term basis to increase shareholder
value and to commit the executives and managers to the Company. The Performance
Share Plan will replace the Sanoma stock options schemes, under which no new
stock option allocations will be made. The existing stock option schemes 2007,
2008, 2009, 2010 and 2011 will continue according to their current terms and
conditions. 

The Performance Share Plan consists of annually commencing new plans subject to
the approval of the Board of Directors of Sanoma Corporation in each case. Each
Performance Share Plan offers a possibility to receive Sanoma Corporation
shares as a long-term incentive reward, provided that the performance targets
set by the Board of Directors for the performance period of the plan are
achieved. 

The first Performance Share Plan 2013-2014 consists of a two-year performance
period and the subsequent Performance Share Plans a three-year performance
period. The share rewards will be delivered to the participants after the
performance period. 

The Performance Share Plan 2013-2014 will comprise a maximum of 1,070,000
shares (gross). The Board of Directors of Sanoma Corporation has decided to
allocate a total of 1,046,888 shares to 265 executives and managers of Sanoma
Corporation and its subsidiaries. The remaining 23,112 shares are left
unallocated for potential use at a later stage. 

The estimated cost for the Performance Share Plan 2013-2014 for the company at
target level is around EUR 5.3 million. 

The performance measures for the Performance Share Plan 2013-2014 are based on
the earnings per share (excluding non-recurring items), and the development of
digital and other new media sales. 

Additional information
Sanoma's Investor Relations, Martti Yrjö-Koskinen, tel. +358 40 684 4643 or
ir@sanoma.com 

Sanoma.com

Sanoma inspires, informs and connects. Sanoma is a leading European group with
a focus on consumer media and learning. We bring information, experiences,
education and entertainment to millions of people every day. We employ over
10,000 professionals in some 20 countries. In 2012, the Group's net sales
totalled EUR 2.4 billion. Sanoma's shares are listed on the NASDAQ OMX
Helsinki.