Sanoma Oyj - Decisions of general meeting

Resolutions of Sanoma’s Annual General Meeting 2013

Sanoma Corporation, Stock Exchange Release, 3 April 2013 at 16:45 CET+1

In accordance with the proposal of the Board of Directors, Sanoma Corporation's
Annual General Meeting 2013 approved today the payment of a dividend of EUR
0.60 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. 

Board member Antti Herlin was re-elected and Anne Brunila, Mika Ihamuotila and
Robin Langeskiöld were elected as new Board Members. Antti Herlin was elected
as Chairman of the Board and Sakari Tamminen as Vice Chairman. 

The AGM adopted the financial statements for 2012 and discharged the members of
the Board of Directors as well as President and CEO from liability for the
financial year 2012. 

Use of the profit and dividend payment

The AGM resolved that a dividend of EUR 0.60 per share shall be paid and a sum
of EUR 550,000 shall be transferred to the donation reserve and used at the
Board of Directors' discretion. The record date for distribution of dividends
is 8 April 2013 and in Finland, the dividends will be paid on 16 April 2013.
Outside Finland, the actual dividend payment date will be determined by the
practices of the intermediary banks transferring the payments. 

Authorisation to decide on a share issue

The AGM authorised the Board of Directors to decide on an issuance of a maximum
of 82,000,000 new shares and a transfer of a maximum of 5,000,000 treasury
shares. The authorisation will be valid until 30 June 2016. 

The Board of Directors is authorised to grant a maximum of 5,000,000 stock
options as a part of the Company's incentive programme. In a directed share
issue, a maximum of 41,000,000 shares can be issued or transferred. 

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
2014 and terminates the corresponding authorisation granted by the AGM on 3
April 2012. 

These shares will be purchased with the Company's unrestricted shareholders'
equity, and the repurchases will reduce funds available for distribution on
profits. The shares will be repurchased to develop the Company's capital
structure, carry out or finance potential corporate acquisitions or other
business arrangements, to be used as a part of the Company's incentive
programme or to be otherwise conveyed further, retained as treasury shares, or
cancelled. 

The shares 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. 

Amendments to the Articles of Association

The following amendments to Sanoma Corporation's Articles of Association were
made: 

Article 2 was amended to reflect the Company's current operations. Article 3,
first paragraph was deleted as the focus of book publishing has moved from
fiction towards non-fiction and learning. In addition the second paragraph of
Article 3 was amended to reflect the Company's current operations. Article 5,
references to Director General and Executive Committee and other Board
Committees were deleted as the company does not currently have or intend to
appoint a Director General and the Board of Directors can decide to establish a
committee to prepare matters to be considered by the Board of Directors as part
of the Company's corporate governance without a separate stipulation thereon in
the Articles of Association. Article 6, Paragraphs 6-7 were deleted as
unnecessary as the matters follow from the Finnish Companies Act. Articles 7
and 8 were deleted as unnecessary as the duties of the Board of Directors and
the President and CEO follow from the Finnish Companies Act. Article 9, some
technical amendments were made. Article 12, paragraphs concerning the time of
the Annual General Meeting were deleted as it follows from the Finnish
Companies Act. The place of the General Meeting was amended to reflect the
current practice of the Company and the place of the main office of the
Company. Article 13, a technical amendment was made. Article 14, the last
sentence was deleted as unnecessary as the stipulation regarding shares in the
book-entry system follows from the Finnish Companies Act and other relevant
regulations regarding the book-entry system. Article 15 was deleted as
unnecessary as the matters to be handled at the Annual General Meeting follow
from the Finnish Companies Act and from other articles of the Company'sArticles of Association. The numbering of the articles was aligned with the
above amendments to the Articles of Association. 

The new Articles of Association are presented on the Group's website at
Sanoma.com. 

Members of the Board and remuneration

The number of Sanoma's Board members was set at ten. Board member Antti Herlin
was re-elected  to the Board. Anne Brunila, Mika Ihamuotila and Robin
Langenskiöld were elected as new Board members. 

The Board of Directors of Sanoma consists of Antti Herlin (Chairman), Sakari
Tamminen (Vice Chairman), and Annet Aris, Anne Brunila, Jane Erkko, Mika
Ihamuotila, Robin Langenskiöld, Nancy McKinstry, Rafaela Seppälä and Kai
Öistämö as members. 

According to the Articles of Association, the term of Board member is three
years. The Board members' terms have been arranged so that about one third of
the members are elected annually. The term of Jane Erkko, Nancy McKinstry,
Rafaela Seppälä and Kai Öistämö continues until the AGM in 2014, and the term
of Annet Aris, Robin Langenskiöld and Sakari Tamminen continues until the AGM
in 2015 and the term of Anne Brunila, Antti Herlin and Mika Ihamuotila
continues until the AGM in 2016. 

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

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

A sum of EUR 1,000 per meeting will be paid to committee members, as before. In
addition, a sum of EUR 1,000 per Board meeting will be paid for members whose
place of residence is outside of Finland. A sum of EUR 2,000 for each Committee
meeting will be paid for each Chairman of the Board's Committee and the members
whose place of residence is outside of Finland. 

Company auditors

The AGM appointed chartered accountants KPMG Oy Ab, with Virpi Halonen,
Authorised Public Accountant, as Auditor in Charge, as the auditor of the
Company. The AGM decided to continue to pay the auditors according to the
invoice approved by the Company. 

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

Sanoma.com

Get the world. Sanoma helps people access and understand the world. We are a
European foretrunner in consumer media and learning. We employ more than 10,000
professionals in some 20 countries.  In 2012, the Group's net sales totalled
EUR 2.4 billion. Sanoma's share is listed on the NASDAQ OMX Helsinki.