Decisions taken by Sanoma Corporation’s Annual General Meeting and Board of Directors

Sanoma Corporation, Stock Exchange Release, 7 May 2026 at 2:00 p.m. EET

Decisions taken by Sanoma Corporation’s Annual General Meeting and Board of Directors

Sanoma Corporation’s Annual General Meeting (AGM) was held on 7 May 2026 in Helsinki. The meeting adopted the Financial Statements for the year 2025 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2025. In addition, the meeting made an advisory decision on the adoption of the Remuneration Report of the governing bodies.

Dividend

The AGM resolved that a dividend on EUR 0.42 per share shall be paid. 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 for this instalment is 19 May 2026.

The second instalment of EUR 0.14 per share shall be paid in September 2025. 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 15 September 2026. The payment date for this instalment is 22 September 2026.

The third instalment of EUR 0.14 per share shall be paid in November 2025. 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 3 November 2026. The payment date for this instalment is 10 November 2026.

The Annual General Meeting authorised the Board of Directors to resolve, if necessary, on a new record date and payment date for the second and third dividend instalments, should the rules of Euroclear Finland Oy or statutes applicable to the Finnish book-entry system be amended or should other rules binding upon the company so require.

Composition of the Board of Directors

The AGM resolved that the number of the members of the Board of Directors shall be set at eight. Klaus Cawén, Julian Drinkall, Jannica Fagerholm, Rolf Grisebach, Sebastian Langenskiöld, Timo Lappalainen and Eugenie van Wiechen were re-elected as members, and Tiina Alahuhta-Kasko was elected as a new member of the Board of Directors. Timo Lappalainen was elected as the Chair of the Board and Klaus Cawén as the Vice Chair. The term of all Board members ends at the end of the AGM 2027.

Remuneration of the Board of Directors

The AGM resolved 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 yearly remunerations are EUR 160,000 for the Chair of the Board of Directors, EUR 100,000 for the Vice Chair of the Board of Directors, and EUR 80,000 for the members of the Board of Directors.

The meeting fees of the Board of Directors are:

• Board members who travel to a meeting outside of their country of residence: EUR 1,000 / Board meeting where the 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; and
• Members of Committees not travelling to a meeting outside of their country of residence: EUR 2,000 / Committee meeting participated.

The meeting fees of the Shareholders’ Nomination Committee remain unchanged and are:

• For the Chair of the Shareholders’ Nomination Committee: EUR 3,500 / Committee meeting participated;
• For members of the Shareholders’ Nomination Committee who reside outside of their country of residence: EUR 2,500 / Committee meeting where the member was present and EUR 1,500 / Committee meeting participated; and
• For members of the Shareholders’ Nomination Committee not travelling to a meeting outside of their country of residence: EUR 1,500 / Committee meeting participated.
  
  

Auditor and Sustainability Auditor

The AGM appointed audit firm PricewaterhouseCoopers Oy as the Auditor and the Sustainability Auditor of the Company with Tiina Puukkoniemi, Authorised Public Accountant, Authorised Sustainability Auditor (ASA), as the Auditor with principal responsibility and responsible Sustainability Auditor. The Auditor and Sustainability Auditor shall be reimbursed against invoice approved by the Company.

Authorisation to repurchase Company’s own shares

The AGM authorised the Board of Directors to decide on the repurchase of a maximum of 16,000,000 of the Company’s own shares (approx. 9.8% of all shares of the Company) in one or several instalments. The 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 authorisation will be valid until 30 June 2027 and it terminates the corresponding authorisation granted by the AGM 2025.

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.

Authorisation to issue shares, option rights and other special rights entitling to shares

The AGM authorised the Board of Directors to decide on 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 will be entitled to decide on the issuance of a maximum of 16,000,000 new shares (approx. 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 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 will be valid until 30 June 2027, and it will replace the corresponding authorisation granted by the AGM 2025.

Decisions by the Board of Directors

In its organisation meeting held after the AGM, the Board of Directors decided to appoint from among its members the following members to its committees:

Audit Committee: Jannica Fagerholm (Chair), Klaus Cawén, Sebastian Langenskiöld and Eugenie van Wiechen

Human Resources Committee: Timo Lappalainen (Chair), Tiina Alahuhta-Kasko, Julian Drinkall, Rolf Grisebach and Sebastian Langenskiöld

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.