Sanoma Oyj - Decisions of general meeting

Resolutions of Sanoma’s Annual General Meeting 2017

Sanoma Corporation, Stock Exchange Release, 21 March 2017 at 16:15 CET+1

In accordance with the proposal of the Board of Directors, Sanoma Corporation's
Annual General Meeting 2017 approved today the payment of a dividend of EUR
0.20 per share and authorised the Board to decide on the repurchase of the
Company's own shares. The AGM also approved other proposals to the AGM as they
were proposed. 

Board members Pekka Ala-Pietilä, Antti Herlin, Anne Brunila, Mika Ihamuotila,
Nils Ittonen, Denise Koopmans, Robin Langenskiöld, Rafaela Seppälä and Kai
Öistämö, were re-elected as Board members. Pekka Ala-Pietilä was elected as
Chairman of the Board and Antti Herlin as Vice Chairman. 

The AGM adopted the Financial Statements, the Board of Directors’ Report and
the Auditors’ Report for the year 2016 and discharged the members of the Board
of Directors as well as President and CEO from the liability for the financial
year 2016. 

Use of the profit and dividend payment

The AGM resolved that a dividend of EUR 0.20 per share shall be paid and a sum
of EUR 350,000 shall be transferred to the donation reserve and used at the
Board of Directors' discretion. The record date for the payment of dividends is
23 March 2017 and in Finland, the dividends will be paid on 30 March 2017.
Outside Finland, the actual dividend payment date will be determined by the
practices of the intermediary banks transferring the payments. 

Authorisation to decide on the repurchase of the Company's shares

The AGM authorised the Board to decide on the repurchase of maximum of
16,000,000 Company's own shares. The authorisation is effective until 30 June
2018 and terminates the corresponding authorisation granted by the AGM on 12
April 2016. 

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 in other proportion
than that of the current shareholders at the market price of the repurchase
moment on the Nasdaq Helsinki Ltd. The shares shall be repurchased to develop
the Company’s capital structure, to carry out and finance potential corporate
acquisitions or other business arrangements, be used as a part of the Company’s
incentive programme or to be conveyed further for other purposes, retained as
treasury shares, or cancelled. 

Amending the Articles of Association

The AGM resolved that Articles 6 and 9 of the Articles of Association be
amended to read as follows: 

Article 6:  The Board of Directors consists of at least five (5) and at the
most eleven (11) members. The General Meeting shall name the chairperson and
vice chairperson of the Board of Directors. The term of Board members starts at
the end of the Annual General Meeting in which they were elected and ends at
the end of the Annual General Meeting following their election. 

Article 9: The Company has one (1) auditor. The auditor shall be an audit firm
approved by the Patent and Registration Office. The auditor's term ends at the
end of the Annual General Meeting following their election. 

Members of the Board and remuneration

The number of Sanoma's Board members was set at nine. Board members Pekka
Ala-Pietilä, Antti Herlin, Anne Brunila, Mika Ihamuotila, Nils Ittonen, Denise
Koopmans, Robin Langenskiöld, Rafaela Seppälä and Kai Öistämö were re-elected
to the Board. Pekka Ala-Pietilä was elected as Chairman of the Board and Antti
Herlin as Vice Chairman. 

According to the amended Articles of Association, the term of all the Board
members ends at the end of the Annual General Meeting 2018. 

The AGM resolved to continue to pay the following monthly remuneration to
members of the Board: 

  -- EUR 8,500 to Chairman
  -- EUR 6,500 to Vice Chairman and
  -- EUR 5,500 to members.

The meeting fees are:

  -- For Board members who reside outside Finland: EUR 1,000 / Board meeting
     where the member was present;
  -- For the Chairmen of Board’s Committees: EUR 2,000 / Committee meeting
     participated;
  -- For Committee members who reside outside Finland: EUR 2,000 / Committee
     meeting where the member was present and EUR 1,000 / Committee meeting
     participated; and
  -- For Committee members who reside in Finland: EUR 1,000 / Committee meeting
     participated.

The President and CEO or a person serving the company under a full time
employment or service agreement receives no fee for Board membership. Upon
resignation of Susan Duinhoven from the Board there are no such persons. 

Company auditors

The AGM appointed audit firm PricewaterhouseCoopers Oy, with Samuli Perälä,
Authorised Public Accountant, as the auditor with principal responsibility. The
AGM decided to continue to pay the auditors according to the invoice approved
by the Company. 



Additional information
Sanoma's Investor Relations, Anna Tuominen, tel. +358 40 584 6944

Sanoma

Sanoma is a front running media and learning company impacting the lives of
millions every day. We provide consumers with engaging content, offer unique
marketing solutions to business partners and enable teachers to excel at
developing the talents of every child. 

With companies operating in Finland, the Netherlands, Belgium, Poland and
Sweden, our net sales totalled EUR 1.6 billion and we employed more than 5,000
professionals in 2016. The Sanoma shares are listed on Nasdaq Helsinki.