Sanoma Oyj - Notice to general meeting

Notice to the Annual General Meeting of Sanoma Corporation

Sanoma Corporation, Stock Exchange Release, 9 February 2016 at 09:05 CET+1

Notice is given to the shareholders of Sanoma Corporation to the Annual General
Meeting to be held on Tuesday 12 April 2016 at 14:00 EET at the Conference
Centre of Messukeskus, Helsinki, Expo and 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 2015 

- 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 the year 2015 and a sum of EUR 350,000
shall be transferred to the donation reserve and used at the Board of
Directors’ discretion. The dividend shall be paid to a shareholder entered into
the shareholders’ register maintained by Euroclear Finland Ltd on the record
date of payment of dividend, i.e. Thursday 14 April 2016. The Board proposes
that the dividend payment date in Finland will be 21 April 2016. 

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:

- 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. 

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
Antti Herlin, Anne Brunila and Mika Ihamuotila be re-elected as member of the
Board of Directors for the term ending in the Annual General Meeting 2019. 

Pekka Ala-Pietilä, Susan Duinhoven, Nils Ittonen, Denise Koopmans, Robin
Langenskiöld, Rafaela Seppälä and Kai Öistämö shall continue as members of the
Board of Directors. 

In addition, the above mentioned shareholders intend to propose that Pekka
Ala-Pietilä is elected as the Chairman and Antti Herlin  as the Vice Chairman
of the Board. 

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 Helsinki Ltd. It is proposed that the
authorisation be effective until 30 June 2017 and it would terminate the
corresponding authorisation given to the Board of Directors by the Annual
General Meeting of 8 April 2015. 

16. Authorising the Board of Directors to Decide on Issuance of Shares, Option
Rights, and Other Special Rights Entitling to Shares 

The Board of Directors proposes that the Board be authorised by the Annual
General Meeting to decide on issuance of new shares, the conveyance of the
Company's own shares held by the Company (treasury shares), and the issuance of
option rights and other special rights entitling to shares as specified in
Section 1 of Chapter 10 of the Finnish Companies Act  however so that option
rights and other special rights may not be used as part of the Company’s
incentive programme. The Board would, pursuant to the authorisation, be
entitled to decide on the issuance of a maximum of 50,000,000 new shares as
well as conveyance of a maximum of 5,000,000 treasury shares held by the
Company in one or several instalments. The issuance of shares, option rights
and other special rights entitling to shares may be done in deviation from the
shareholders’ pre-emptive right (directed issue). In a directed issue, a
maximum of 41,000,000 shares could be issued or conveyed. The authorisation is
proposed to be in force until 30 June 2019. 

17. 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 on 10 March 2016. 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 26 April 2016. 

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 31 March 2016 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 on 6 April 2016 at 16:00 EET by which time the notice
must be received at the Company. Such notice can be given as of 10 March 2016
at 9:00 EET: 

  -- 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 5098
or
  -- by regular mail to Sanoma Corporation, AGM, P.O. Box 60, 00089 Sanoma,
     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 31 March 2016, 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 7 April 2016 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 60, 00089 Sanoma, Finland on 6 April 2016 at the
latest. 

4. Other instructions / 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, 8 February 2016, 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 EET. 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 2015 are posted on
request and may be ordered by email ir@sanoma.com. 

We wish our shareholders welcome to the Annual General Meeting.

Helsinki, 8 February 2016

Sanoma Corporation

Board of Directors

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

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 2015,
Sanoma’s net sales totalled EUR 1.7 billion. Sanoma is listed on the Nasdaq
Helsinki stock exchange.