Proposals of the Shareholders’ Nomination Committee to Sanoma’s Annual General Meeting 2026

Sanoma Corporation, Stock Exchange Release, 13 March 2026 at 11:30 a.m EET

Proposals of the Shareholders’ Nomination Committee to Sanoma’s Annual General Meeting 2026

The Shareholders’ Nomination Committee of Sanoma Corporation presents the following proposals to the Annual General Meeting planned to be held on 7 May 2026. The proposals will also be included in the Notice to the Annual General Meeting planned to be published on the Company’s website at sanoma.com on 25 March 2026.

Proposal of the composition of the Board of Directors

The Shareholders’ Nomination Committee proposes that the number of the members of the Board of Directors is set at eight.

The Nomination Committee proposes that Klaus Cawén, Julian Drinkall, Jannica Fagerholm, Rolf Grisebach, Timo Lappalainen, Sebastian Langenskiöld and Eugenie van Wiechen are re-elected as members of the Board of Directors and Tiina Alahuhta-Kasko is elected as new member of the Board. In addition, the Shareholders’ Nomination Committee proposes that Timo Lappalainen is elected as the Chair and Klaus Cawén as the Vice Chair of the Board of Directors.

Current Chair of the Board Pekka Ala-Pietilä and Board member Anna Herlin have informed that they do not stand for re-election to the Board. Pekka Ala-Pietilä has served in Sanoma’s Board of Directors since 2014 and as the Chair since 2016. The Nomination Committee wishes to warmly thank Pekka Ala-Pietilä for his commitment and significant contribution to Sanoma during his tenure.

Tiina Alahuhta-Kasko, born 1981, Finnish citizen, M.Sc. (Economics), Aalto University School of Business, Helsinki Finland, and CEMS Master in International Management, Groupe HEC, Paris France and Aalto University School of Business, has acted as the President and CEO of Marimekko Corporation since 2016.

Essential biographical information on all Board member candidates is available on Sanoma’s website at sanoma.com.

All the proposed Board members are non-executive and independent of the company. All proposed members are also determined to be independent of the company’s major shareholders.

The proposed Board members have all given their consent to being elected. The term for all members of the Board ends at the end of the Annual General Meeting 2027.

Should one or more of the candidates proposed by the Nomination Committee not be available for election to the Board of Directors for any reason, the remaining available candidates are proposed to be elected in accordance with the proposal by the Nomination Board and the proposed number of Board members shall be decreased accordingly.

Remuneration of the Board of Directors

The Shareholders’ Nomination Committee proposes that the annual remuneration payable to the members of the Board of Directors will be increased after remaining unchanged since the AGM 2020. The meeting fees for the Board and Committee meetings are proposed to remain unchanged, while the fee practices between members living in different countries will be unified. The proposed remuneration is as follows:

• The annual remuneration: EUR 160,000 for the Chair of the Board (earlier EUR 144,000), EUR 100,000 for the Vice Chair of the Board (earlier EUR 84,000), and EUR 80,000 for the members of the Board (earlier EUR 72,000)
• Board members who travel to a meeting outside of their country of residence: EUR 1,000 / Board meeting where member was present
• Chairs of Board Committees: EUR 4,500 / Committee meeting participated
• Members of Committees who travel to a meeting outside of their country of residence: EUR 3,000 / Committee meeting where the member was present, and EUR 2,000 / Committee meeting participated
• Members of Committees not travelling to a meeting outside of their country of residence: EUR 2,000 / Committee meeting participated
  
  

The fees are paid in cash. Travel expenses are proposed to be compensated according to Sanoma Travel Policy.

Composition of the Shareholders’ Nomination Committee

The Shareholders’ Nomination Committee has consisted of the following members: Juhani Mäkinen, Vice Chair of the Board, Jane and Aatos Erkko Foundation; Antti Herlin, Chair of the Board, Holding Manutas; Robin Langenskiöld, 3rd largest shareholder in Sanoma; and Rafaela Seppälä, 4th largest shareholder in Sanoma.

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 the 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.