Sanoma Oyj - Notice to general meeting

Notice to the Annual General Meeting of Sanoma Corporation

Sanoma Corporation, Stock Exchange Release, 3 March 2014 at 16:40 CET+1

Notice is given to the shareholders of Sanoma Corporation to the Annual General
Meeting to be held on Wednesday 9 April 2014 at 14:00 EET at the Congress Wing
of Messukeskus, the Helsinki Exhibition & Convention Centre (Messuaukio 1,
00520 Helsinki, Finland). The reception of persons who have registered for the
meeting, distribution of the voting tickets, and the preceding coffee service
will commence at 13:00. 

A. Matters on the Agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will 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

6. Presentation of the Financial Statements, the Board of Directors' Report,
and the Auditors' Report for the year 2013 

Review by the President and CEO

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 EUR 0.10 per share shall be paid for year 2013 and a sum of EUR 550,000
shall be transferred to the donation reserve and used at the Board of
Directors' discretion. The dividend shall be paid to shareholder entered into
the Shareholder Register maintained by Euroclear Finland Ltd on the record date
of payment of dividend, i.e. 14 April 2014. The Board proposes that the
dividend payment date in Finland will be 23 April 2014. 

In addition, the Board of Directors proposes that the Board be authorised to
decide on the distribution of additional dividend of no more than EUR 0.20 per
share. The distribution of additional dividend can be made in one or more
instalments. The Board can also decide not to use this authorisation. The Board
proposes that the authorisation includes the right for the Board to decide on
all other conditions relating to the distribution of additional dividend. The
authorisation is proposed to remain in effect until the next Annual General
Meeting. 

9. Resolution on the discharge of the members of the Board of Directors and the
President and CEO from liability 

10. 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 announced their intention to propose to the Annual General Meeting that
the remuneration payable to the members of the Board of Directors will remain
as before. 

The monthly remunerations are EUR 8,500 for the Chairman of the Board of
Directors, EUR 6,500 for the Vice Chairman of the Board of Directors, and EUR
5,500 for the members of the Board of Directors. 

The meeting fees are EUR 1,000 / Board meeting for those members whose place of
residence is outside of Finland, EUR 2,000 / Committee meeting for the Chairman
of each of the Board's Committee and members whose place of residence is
outside of Finland, and EUR 1,000 / Committee meeting for the other members of
the Committees. 

11. 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 announced their intention to propose to the Annual General Meeting that
the number of the members of the Board will be set at ten. 

12. 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 announced their intention to propose to the Annual General Meeting that
Rafaela Seppälä and Kai Öistämö be re-elected as members of the Board of
Directors and Pekka Ala-Pietilä and Nils Ittonen be elected as new members for
the term ending in the Annual General Meeting 2017. Jane Erkko and Nancy
McKinstry do not stand for re-election to the Board. 

Antti Herlin, Sakari Tamminen, Annet Aris, Anne Brunila, Mika Ihamuotila and
Robin Langenskiöld shall continue as members of the Board of Directors. 

In addition, the above mentioned shareholders intent to propose that Antti
Herlin is elected as the Chairman and Sakari Tamminen as the Vice Chairman of
the Board. 

Mr Pekka Ala-Pietilä, born 1957, a Finnish citizen, M.Sc. (Econ.), D.Tech.
h.c., D.Sc. h.c. Ala-Pietilä is a co-founder and CEO of Blyk Limited 2006-2012.
He served in various positions with Nokia 1984-1992 among others as President
of Nokia Corporation 1999-2005 and Group Executive Board Member 1992-2005.
Ala-Pietilä has been the Chairman of the Board of Directors at Solidium Oy
since 2011 as well as the Chairman of the Board of Directors at Huhtamaki Oyj
since 2013 and a member of the Board of Directors at Huhtamäki since 2012.
Ala-Pietilä has also been a member of the Supervisory Board at SAP AG since
2002 as well as a member of the Board of Directors at Pöyry PLC since 2006. 

Mr Nils Ittonen, born 1954, a Finnish citizen, B.Sc. (Econ.). Ittonen is the
Chairman of the Board of Jane and Aatos Erkko Foundation. He served in various
positions with Sanoma Group 1977-2010 among others as Group Treasurer, Senior
Vice President of Group Treasury, Real Estate and Risk Management being a
member of the Executive Management Group 1999-2007. 

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. 

13. Resolution on the remuneration of the Auditor

Based on the recommendation of the Board of Directors' Audit Committee, the
Board of Directors proposes that the Auditor's remuneration be paid according
to invoice approved by the company. 

14. Election of Auditor

The Auditor is appointed by the Annual General Meeting for a term specified in
the Articles of Association. The term expires at the end of the next Annual
General Meeting following the election. Based on the recommendation of the
Board of Directors' Audit Committee, the Board of Directors proposes that the
Auditor be KPMG Oy Ab, Authorised Public Accountants. KPMG Oy Ab has informed
that it will appoint Virpi Halonen, Authorised Public Accountant, as the
Auditor with principal responsibility. 

15. Authorising the Board of Directors to decide on the repurchase of the
Company's own shares 

The Board of Directors proposes that the Board be authorised by the Annual
General Meeting to decide on the repurchase of maximum of 16,000,000 Company's
own shares (approximately 9.8% of all shares of the Company) in one or several
instalments. These shares will be repurchased with funds from the Company's
unrestricted shareholders' equity, and the repurchases will reduce funds
available for distribution of profits. The shares will 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. They can 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 OMX Helsinki Ltd. It is proposed that the
authorisation be effective until 30 June 2015 and it would terminate the
corresponding authorisation given to the Board of Directors by the Annual
General Meeting of 3 April 2013. 

16. 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, and the Auditor's Report of Sanoma Corporation are available on the
above-mentioned website no later than on 6 March 2014. The decision proposals
and the other above-mentioned documents are also available at the meeting.
Copies of these documents and of this notice will be sent to shareholders upon
request. The notice will not be sent to the shareholders separately. The
minutes of the meeting will be available on the above-mentioned website as of
Wednesday 23 April 2014. 

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 28 March 2014 in the shareholders'
register of the Company held by Euroclear Finland Ltd, has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the Company. 

A shareholder, who is registered in the shareholders' register of the Company
and who wants to participate in the Annual General Meeting, shall register for
the meeting no later than 3 April 2014 at 16:00 EET. Such notice can be given: 

  -- on the Company's website at 
www.sanoma.com
  -- by telephone +358 20 770 6864 on weekdays from 9:00 until 16:00 EET  -- by fax +358 10 519 5058 or
  -- by regular mail to Sanoma Corporation, AGM, P.O. Box 1229, 00101 Helsinki,
     Finland.

In connection with the registration, a shareholder shall notify his/her name,
personal/business ID, telephone number, the name of a possible assistant, proxy
representative or legal representative, and the personal ID of the proxy
representative or legal representative. The personal data given to the Company
is used only in connection with the Annual General Meeting and with the
processing of related registrations. 

The shareholder, his/her authorised representative or proxy representative
shall, where necessary, be able to prove his/her identity and right of
representation. 

2. 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 28 March 2014, would be entitled to
be registered in the shareholders' register of the Company held by Euroclear
Finland Ltd. The right to participate in the Annual General Meeting requires,
in addition, that the shareholder on the basis of such shares has been
temporarily registered into the shareholders' register of the Company held by
Euroclear Finland Ltd on 4 April 2014 by 10:00 EET at the latest. As regards
nominee registered shares this constitutes due registration for the Annual
General Meeting. 

A holder of nominee registered share is advised to request without delay
necessary instructions regarding the temporary registration in the
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 who wants to participate in the Annual General
Meeting temporarily into the shareholders' register of the Company by the time
stated above at the latest. 

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. 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. 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. 

Possible proxy documents should be delivered in originals to Sanoma
Corporation, AGM, P.O. Box 1229, 00101 Helsinki, Finland on 3 April 2014 at the
latest. 

4. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to request
information with respect to the matters to be considered at the meeting. 

On the date of this notice to the Annual General Meeting, 3 March 2014, the
total number of shares and votes in Sanoma Corporation is 162,812,093. 

The doors of the meeting premises will be opened at 13:00. The meeting
participants are invited to a coffee service that precedes the meeting. The
meeting will be conducted in Finnish. 

Copies of the Company's printed Financial Statements for 2013 are posted on
request and may be ordered by email ir@sanoma.com. 

We wish our shareholders welcome to the Annual General Meeting.

Helsinki, 3 March 2014

Sanoma Corporation

Board of Directors

Additional information
Sanoma's Investor Relations, Olli Turunen, tel. +358 40 552 8907 or
ir@sanoma.com. 

Sanoma.com

Get the world. Sanoma helps people access and understand the world.

We believe in a world full of opportunities, feelings, reactions and
inspiration. A world that you can reach, influence, explore and share. We want
to make it yours. 

Sanoma is a front running consumer media and learning company in Europe. In
Finland and The Netherlands we are the market leading media company with a
broad presence across multiple media platforms. Our operating markets in
Learning are Belgium, Finland, The Netherlands, Poland and Sweden. In 2013,
Sanoma's net sales totalled EUR 2.2 billion. Sanoma is listed on the NASDAQ OMX
Helsinki stock exchange.

Attachments:

Sanoma_AGM_Notice_2014.pdf