Stock Exchange Release 1/4/2009 16:15
In accordance with the proposal of the Board of Directors, Sanoma
Corporation's Annual General Meeting approved today the payment of a
dividend of EUR 0.90 per share and authorised the Board to decide on
the repurchase of the Company's own shares.
Board members Jaakko Rauramo and Sakari Tamminen were re-elected and
Annet Aris was elected as a new member to the Board. Jaakko Rauramo
continues as Chairman of the Board and Sakari Tamminen was elected as
Vice Chairman.
The AGM adopted the financial statements and consolidated financial
statements for 2008 and discharged the members of the Board of
Directors as well as President and CEO from liability for the
financial year 2008.
Use of the profit and dividend payment
The AGM resolved that a dividend of EUR 0.90 per share shall be paid
and a sum of EUR 500,000 shall be transferred to the donation reserve
and used at the Board of Directors' discretion. The record date for
distribution of dividends is Monday, 6 April 2009 and in Finland, the
dividends will be paid on Wednesday, 15 April 2009. Outside Finland,
the actual dividend payment date will be determined by the practices
of the intermediary banks transferring the payments.
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 2010.
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 potential
corporate acquisitions or other business arrangements, or to be
transferred for other purposes, 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.
Members of the Board and remuneration
The number of Sanoma's Board members was set at ten. Board members
Jaakko Rauramo and Sakari Tamminen were re-elected, and Annet Aris
was elected as a new member to the Board. Annet Aris is Adjunct
Professor of Strategy at INSEAD, an international graduate business
school and research institution.
The Board of Directors of Sanoma consists of Jaakko Rauramo
(Chairman), Sakari Tamminen (Vice Chairman), and Annet Aris, Robert
Castrén, Jane Erkko, Paavo Hohti, Sirkka Hämäläinen-Lindfors, Seppo
Kievari, Rafaela Seppälä and Hannu Syrjänen 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
Sirkka Hämäläinen-Lindfors, Seppo Kievari and Hannu Syrjänen
continues until the AGM in 2010, the term of Robert Castrén, Jane
Erkko, Paavo Hohti and Rafaela Seppälä continues until the AGM in
2011 and the term of Annet Aris, Jaakko Rauramo and Sakari Tamminen
continues until the AGM in 2012.
As before, the AGM resolved to pay the following monthly renumeration
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.
Company auditors
The AGM re-appointed Pekka Pajamo, Authorised Public Accountant, and
Sixten Nyman, Authorised Public Accountant, as his deputy, and
chartered accountants KPMG Oy Ab, with Kai Salli, Authorised Public
Accountant, as Auditor in Charge, as the auditors of the Company. The
AGM decided to continue to pay the auditors according to the invoice.
Sanoma Corporation
Kim Ignatius
Chief Financial Officer
Additional information: Sanoma's Group Communications, tel +358 105
19 5062 or communications@sanoma.com
Sanoma.com
Sanoma inspires, informs and connects. We bring information,
experiences, education and entertainment to millions of people every
day. We make sure that quality content and interesting products and
services are easily available and meet the demands of our readers,
viewers and listeners. We offer challenging and interesting
employment for over 21,000 people in 20 countries throughout Europe.
In 2008, the Group's net sales totalled EUR 3.0 billion.
