Article 1
The company name is Sanoma Oyj in Finnish, Sanoma Abp in Swedish and Sanoma Corporation in English. The company’s registered office is Helsinki, Finland.
Article 2
The company practices all types of business related to media and learning as well as any business related to media and learning or any supporting business thereof. The company may practice the business itself or through its subsidiaries or affiliates. As the parent company, the company may also handle shared tasks of the Group companies, such as administrative services and funding, and own property, shares and other securities.
Article 3
In all of its business, the company focuses on promoting democracy, social justice and freedom of speech as well as improving financial and mental wellbeing of people in the countries in which it does business. In its media operations, the company will focus on good journalistic practices, independence and equality.
Article 4
The company’s shares are included in the cope of a book-entry securities system.
Article 5
The company is managed by a Board of Directors and a President and CEO.
Article 6
The Board of Directors consists of at least five (5) and at the most eleven (11) members. The General Meeting shall name the chairperson and vice chairperson of the Board of Directors. The term of Board members starts at the end of the Annual General Meeting in which they were elected and end at the end of the Annual General Meeting following their election.
Article 7
The chairperson of the Board and the President and CEO both have the right to represent the company alone, and the other Board members have the right to represent the company together with another Board member or together with another person entitled to represent the company or a holder of procuration.
Article 8
The company’s accounting period is a calendar year.
Article 9
The company has a one (1) auditor. The auditor shall be an auditing firm approved by the Patent and Registration Office. The auditor’s term ends at the end of the Annual General Meeting following their election.
Article 10
The notice convening a General Meeting of shareholders must be delivered to the shareholders by publishing the notice on the company’s website no more than three (3) months and no less than three (3) weeks prior to the General Meeting of shareholders, however, in any case, at least nine (9) days prior to the record date of the General Meeting of shareholders, as referred to in the Finnish Companies Act. In addition, the Board of Directors may decide to publish the notice in at least one (1) newspaper of the Board’s selection with wide circulation.
To be eligible to participate in a General Meeting of shareholders, a shareholder shall register with the company within the period specified in the notice of the meeting, which can end no earlier than ten (10) days prior to the meeting.
The General Meeting shall be held in Helsinki, Finland. However, a meeting may be held at another location, provided that there is a weighty reason to do so. Related to the place of the general meeting and the method of participation, the Board of Directors may also decide in accordance with the Finnish Companies Act (and without limiting other options thereunder) that the general meeting is held without a meeting venue whereby the shareholders have the right to exercise their power of decision in full in real time during the meeting using telecommunication connection and technical means.
Sanoma Corporation’s Articles of Association has been changed in the following General Meetings (click to see the changes):
