Proposals of the Shareholders’ Nomination Committee to Sanoma’s Annual General Meeting 2023

Sanoma Corporation, Stock Exchange Release, 2 February 2023 at 9:00 EET

Proposals of the Shareholders’ Nomination Committee to Sanoma’s Annual General Meeting 2023

The Shareholders’ Nomination Committee of Sanoma Corporation presents the following proposals to the Annual General Meeting planned to be held on 19 April 2023. The proposals will also be included in the Notice to the Annual General Meeting to be published at the later date.

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 nine.

The Nomination Committee proposes that Pekka Ala-Pietilä, Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Nils Ittonen, Denise Koopmans and Sebastian Langenskiöld are re-elected as members of the Board of Directors. Rafaela Seppälä has informed that she does not stand for re-election to the Board. Consequently, the Nomination Committee proposes that Eugenie van Wiechen shall be elected as a new member of the Board. In addition, the Shareholders’ Nomination Committee has proposed that Pekka Ala-Pietilä is elected as the Chair and Nils Ittonen as the Vice Chair of the Board of Directors.

Eugenie van Wiechen, born 1969, Dutch national, MBA, INSEAD France 1997, MSc. (drs.) Chemical Engineering, University of Amsterdam 1994, Research Scholar, Biochemistry and Molecular Biology, Harvard Medical School 1994. Eugenie van Wiechen currently works as CEO 2014- and Publishing Director 2011- at FD Mediagroep. Previously she has worked as Managing Director of LinkedIn Corporation, the Netherlands 2009-2011, Managing Director of Marktplaats, eBay 2008-2009 as well as in different positions in Sanoma Uitgevers B.V. 2003-2008 and at McKinsey & Company 1995-2003.

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

All the proposed Board members are non-executive and independent of the company. With the exception of Anna Herlin (Holding Manutas Oy) and Nils Ittonen (Jane and Aatos Erkko Foundation), 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 of all the Board members ends at the end of the Annual General Meeting 2024.

Remuneration of the Board of Directors

The Shareholders’ Nomination Committee proposes that the monthly remuneration payable as well as the meeting fees of the members of the Board of Directors remain unchanged as follows:

• The monthly remuneration EUR 12,000 for the Chair of the Board, EUR 7,000 for the Vice Chair of the Board, and EUR 6,000 for the members of the Board
• Board members who reside outside Finland EUR 1,000 / Board meeting where member was present
• Chairs of Board Committees EUR 3,500 / Committee meeting participated
• Members of Committees who reside outside Finland EUR 2,500 / Committee meeting where the member was present and EUR 1,500 / Committee meeting participated
• Members of Committees who reside in Finland EUR 1,500 / Committee meeting participated

Composition of the Shareholders’ Nomination Committee

Sanoma’s Annual General Meeting on 7 April 2022 resolved to establish a Shareholders’ Nomination Committee. The Nomination Committee consists of up to four members representing Sanoma’s four largest shareholders who, on 31 May preceding the next year’s Annual General Meeting, hold the largest number of votes calculated of all shares in the Company.

In 2022, the following members were appointed to the Shareholders’ Nomination Committee: Juhani Mäkinen, Vice Chair of the Board, Jane and Aatos Erkko Foundation; Antti Herlin, Chair of the Board, Holding Manutas; Robin Langenskiöld, 3^rd largest shareholder in Sanoma; and Rafaela Seppälä, 4^th 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. 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.

Our learning products and services enable teachers to develop the talents of every child to reach their full potential. We offer printed and digital learning content as well as digital learning and teaching platforms for primary, secondary and vocational education, and want to grow our business.

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.

Today, we operate in twelve European countries and employ more than 5,000 professionals. In 2021, our net sales amounted to approx. 1.25bn€ and our operational EBIT margin excl. PPA was 15.8%. Sanoma shares are listed on Nasdaq Helsinki. More information is available at .