Proposals by Sanoma’s Board of Directors to the Annual General Meeting 2026

Sanoma Corporation, Stock Exchange Release, 11 February 2026 at 8:35 a.m. EET

Proposals by Sanoma’s Board of Directors to the Annual General Meeting 2026

Sanoma Corporation’s Annual General Meeting 2026 (AGM) is planned to be held on Thursday, 7 May 2026 at 10:00 a.m. EET at Sanomatalo in Helsinki. The notice to convene the AGM is planned to be published on the Company’s website at sanoma.com on 25 March 2026. The notice will include more detailed information on the participation and voting at the AGM.

The Board of Directors of Sanoma is making the following proposals to the AGM 2026.

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 0.42 per share shall be paid from the distributable earnings of the Parent Company.

The dividend shall be paid in three equal instalments. The first instalment of EUR 0.14 per share shall be paid to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the dividend record date 11 May 2026. The payment date proposed by the Board of Directors for this instalment is 19 May 2026.

The second instalment of EUR 0.14 per share shall be paid in September 2026. The second instalment shall be paid to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the dividend record date. The Board of Directors proposes that the dividend record date for this instalment is 15 September 2026 and the payment date 22 September 2026.

The third instalment of EUR 0.14 per share shall be paid in November 2026. The third instalment shall be paid to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the dividend record date. The Board of Directors proposes that the dividend record date for this instalment is 3 November 2026 and the payment date is 10 November 2026.

Remuneration Report of the governing bodies

The Remuneration Report for year 2025, prepared in accordance with the remuneration policy adopted on 19 April 2023 by the Company’s Annual General Meeting, will be available on the Company’s website at sanoma.com on week 14, commencing on 30 March 2026.

In accordance with the Board of Director's Human Resources Committee’s recommendation, the Board of Directors proposes that the Annual General Meeting adopts the Remuneration Report for the governing bodies. The resolution of the Annual General Meeting to adopt the Remuneration Report is advisory.

Remuneration and election of the Auditor and Sustainability Auditor

In accordance with 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.

Furthermore, in accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the Sustainability Auditor’s remuneration be paid according to invoice approved by the Company.

The Auditor will be elected at the Annual General Meeting for the term that is determined in the Articles of Association of the Company. The term expires at the end of the next Annual General Meeting following the election. In accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the Auditor shall be audit firm PricewaterhouseCoopers Oy. PricewaterhouseCoopers Oy has informed that Tiina Puukkoniemi, Authorised Public Accountant, is the Auditor with principal responsibility. The term of the Auditor will expire at the end of the Annual General Meeting in 2027.

Furthermore, in accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the Sustainability Auditor shall be sustainability audit firm PricewaterhouseCoopers Oy for a term that expires at the end of the Annual General Meeting in 2027. PricewaterhouseCoopers Oy has informed that Tiina Puukkoniemi, Authorised Public Accountant, Authorised Sustainability Auditor (ASA), is the responsible sustainability auditor.

Authorising the Board of Directors to decide on the repurchase of the Company’s own shares

The Board of Directors proposes that the Board of Directors be authorised by the Annual General Meeting to decide on the repurchase of a maximum of 16,000,000 of the Company’s own shares (approximately 9.8% of all shares of the Company) in one or several instalments. The own 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 otherwise than in proportion to the shares held by the shareholders, at their current price in public trading on Nasdaq Helsinki Ltd or otherwise at a price formed on the market.

The shares shall be repurchased to develop the Company’s capital structure, to carry out or finance potential corporate acquisitions or other business arrangements or agreements, 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 authorisation is proposed to be valid until 30 June 2027 and it terminates the corresponding authorisation given to the Board of Directors by the Annual General Meeting of 29 April 2025.

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 the issuance of new shares and 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 Chapter 10, Section 1 of the Finnish Companies Act. Option rights and other special rights entitling to shares as specified in Chapter 10, Section 1 of the Finnish Companies Act may not be granted 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 16,000,000 new shares (approximately 9.8% of all shares of the Company) as well as conveyance of a maximum of 21,000,000 treasury shares held by the Company in one or several instalments. The total number of new shares to be registered based on this authorisation cannot exceed 16,000,000 new shares in aggregate. The issuance of shares, the conveyance of treasury shares and the granting of option rights and other special rights entitling to shares may be done in deviation from the shareholders’ pre-emptive right (directed issue). The authorisation is proposed to be valid until 30 June 2027 and it will replace the authorisation to decide on issuance of shares, option rights and other special rights entitling to shares which was granted to the Board of Directors by the Annual General Meeting on 29 April 2025.

To use the shareholders’ right to have matters dealt with by the AGM, a written request should be sent to the Board of Directors by Wednesday, 25 February 2026 at the latest.

Additional information

Kaisa Uurasmaa, Head of Investor Relations and Sustainability, tel. +358 40 560 5601

Sanoma

Sanoma is an innovative and agile learning and media company impacting the lives of millions every day. Across Europe, we support teachers and students with best-in-class learning content and solutions to help all students reach their potential. We combine pedagogical expertise with quality content and innovative educational technologies to help shape the future of K12 education.

Our Finnish media provide independent journalism and engaging entertainment also for generations to come. Our unique cross-media position offers the widest reach and tailored marketing solutions for our business partners.

We have a clear organic growth pathway in K12 education and aim to accelerate growth through value-creating M&A. Across our business, we are responsibly harnessing the opportunities of AI, always emphasising human oversight. Our Sustainability Strategy is designed to maximise our positive ‘brainprint’ on society and to minimise our environmental footprint. We are committed to the UN Sustainable Development Goals and signatory to the UN Global Compact.

Today, we operate across Europe and employ close to 5,000 professionals. In 2025, our net sales amounted to approx. 1.3bn€ and our adjusted operating profit margin was 14.4%. Sanoma shares are listed on Nasdaq Helsinki. More information is available at sanoma.com.