Sanoma Oyj (SANOMA) Earnings Call Transcript & Summary

April 17, 2024

Nasdaq Helsinki FI Communication Services Media shareholder_meeting 117 min

Earnings Call Speaker Segments

Pekka Ala-Pietila

executive
#1

[Interpreted] Shareholders, ladies and gentlemen, a warm welcome to Sanoma Corporation's Annual General Meeting 2023 here at Sanomatalo Media -- Square Mediator. It is possible to watch this meeting also on Sanoma's website as a webcast. At the beginning of the meeting, I would like to introduce Sanoma's Board of Directors. After the Annual General Meeting 2023, the Board of Directors has consisted of Vice Chairman, Nils Ittonen; and members, Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Sebastian Langenskiöld and Eugenie van Wiechen. My name is Pekka Ala-Pietila and I act as the Chairman of the Board. The Articles of Association state that the Board of Directors is elected for one year at a time. The Shareholders' Nomination Committee has made a proposal for the Annual General Meeting on the number, composition and remuneration of the Board members. Nils Ittonen and Denise Koopmans who are current members of the Board of Directors have said that they will not stand for reelection as Board members. I want to express my sincere gratitude to Nils Ittonen and Denise Koopmans for their valuable input and long-term dedication and commitment as members of the company's Board of Directors. Both Nils and Denise have brought their extensive experience to the decision-making and work of the Board. And that has improved the Board's ability to take these important and critical decisions. Thank you, Nils, and thank you, Denise, for excellent cooperation. Shareholders' Nomination Board proposes further that Klaus Cawén be elected as a new member of the Board of Directors. Klaus Cawén shall introduce himself later on in the meeting. In addition, the Shareholders' Nomination Board has proposed that I, Pekka Ala-Pietila, be elected as the Chair; and Klaus Cawén as the Vice Chair of the Board. The nomination the Board has evaluated that besides the qualifications of each individual candidate for the Board of Directors, the proposed Board of Directors as a whole has diverse skills and experience from the company's perspective and that the composition of the Board of Directors also fulfills the other requirements set by the corporate governance code for listed companies. Between 2013 and 2023, the percentage of women in Sanoma Corporation's Board of Directors has ranged from 20% to 50%. If the Annual General Meeting accepts the proposal for the composition of the Board of Directors, the percentage of women on the Board will be 25%. Our aim is to raise the percentage to at least 40% within the next 2 years. At Sanoma, we have 47% of managers who are women and all of the editors in chief of our main news media are women. The Chairman of the Human Resources Committee, Julian Drinkall, will present the remuneration report that also covers the key aspects of the CEO's pay later in this meeting. Sanoma is a leading European company that provides print and digital learning solutions for primary and secondary education. And it's also a leading digital media company in Finland. Our products and services have a positive impact on millions of people every day. Currently, we operate in several European markets and have over 5,500 professionals on our team. In 2023, we pursued growth opportunities in both Learning and Media Finland. And we have recently smoothly integrated our new acquisitions into Sanoma. In Learning, we delivered solid organic growth of 6%. During the year, we introduced more than 800 new learning materials that combined print and digital, and we kept developing new products to satisfy our customers. At Media Finland, we broadened our new services to cover new topics and implemented our well-designed strategy that puts customers first to boost digitalization. Nowadays, the biggest customer group of Helsingin Sanomat are those who only subscribe to digital. We chose and appointed new Editors-in-Chief for both Helsingin Sanomat and Aamulehti and with their guidance, these new media will keep meeting the demands of their readers with independent and high-quality journalistic content. Freedom of expression and the need for trustworthy information are essential. Trustworthy and high-quality journalism also quiet down the sources of disinformation. Protecting media diversity and regional strength of media are important elements in a transparent democratic society. By investing in the growth of digital new services, we make news accessible for reading regardless of medium while creating lasting conditions for our business. Artificial intelligence is becoming more influential and versatile in society. At Sanoma, we have been exploring the potential of using artificial intelligence in both Learning and Media Finland. Possibilities while also being mindful of our responsibility for using artificial intelligence in content publishing. When it comes to using AI, there are essential questions about trust, data verification and transparency. Trust and responsibility are and have been our core values and always guide all our actions. In 2024, our aim is to pursue and take advantage of new opportunities for growth in both current and new markets and to keep building the long-term capabilities of Learning and Media Finland. Sanoma's sustainability strategy aims to maximize the positive impact of our operations and to minimize our environmental footprint. In 2023, Sanoma continued to develop its sustainability in line with its strategy. We have identified 6 sustainability themes that are most relevant to our business and form a key part of our sustainability strategy. We inspire people to learn. We make media to Finns and we take care of the environment, and we also have responsible and sustainable business practices. And these form the core of our strategy, and we are monitoring this development through our evaluation criteria. And we turn the sustainability strategy into practical actions through a group-wide code of conduct. And the independent assurance statement can be found in Sanoma's annual report. As we expand our business in a sustainable and ethical way, we aim to pay a dividend that attracts investors to Sanoma shares. In line with its dividend policy, Sanoma aims to distribute an increasing dividend of 40% to 60% of the annual free cash flow. The Board of Directors proposes a stable dividend of EUR 0.37 per share for 2023, and this corresponds to 58% of the free cash flow. The Board of Directors' dividend proposal to the Annual General Meeting is based on the following 4 evaluation criteria: the general macroeconomic environment; secondly, Sanoma's capital structure and capital structure targets; thirdly, Sanoma's business plans and investment needs; and lastly, the previous year's cash flows and estimates of future cash flows affecting capital structure. The proposal reflects the company's ability to generate strong free cash flow and balance capital use between dividend distribution and balance sheet consolidation. Following the typical seasonal fluctuation in Sanoma's cash flow during the year, the dividend will be paid in 3 installments. In November 2023, Susan Duinhoven announced that he will be stepping down as President and CEO of Sanoma. Susan has done an excellent job in transforming Sanoma from a multichannel media company operating in several countries into Europe's leading learning company, the primary and secondary education. On behalf of the entire Board of Directors, I would like to thank Susan for her excellent work and exceptional commitment to Sanoma. Rob Kolkman was appointed President and CEO of Sanoma and successor of Susan early this year and Rob is an experienced and committed leader after 4 years as the head of Sanoma Learning. And before that, as the CEO of Sanoma Media Netherlands. He is the most qualified person to lead Sanoma's growth journey. Shareholders, I want to thank you for your support and confidence over the past year. I would also like to thank Sanoma's employees and the Sanoma executive team for their dedication and commitment and the work they have successfully done for the company. I wish everyone an interesting Annual General Meeting. Next, we shall elect a Chair for the meeting. I propose Attorney at Law, Riikka Rannikko, for this position.

Riikka Rannikko

attendee
#2

[Interpreted] Good afternoon, shareholders, ladies and gentlemen, a warm welcome on my behalf to the Annual General Meeting of Sanoma. I am Riikka Rannikko, I shall act as the Chair of this meeting. I invite Attorney at Law, Ms. [Anniina Järvinen ] to take the minutes of this meeting, and I stated that CEO, Rob Kolkman is already seated here for his presentation. Let us clarify some of the procedures. As the Chairman stated, this meeting can also be followed via webcast on the company's website. And it is possible also to ask questions through the chat functionality there. So, therefore, I apologize that I will glance at that chart from time to time. However, this chat facility and any questions or comments submitted via this facility do not form an official part of the general meeting. Similarly, questions asked via the chat facility are not questions submitted within the meaning of Chapter 5 Companies Act. There will be no targeted filming of the meeting participants or speakers in the room and a recording of the speeches by the Chairman of the Board and the CEO will be available after the Annual General Meeting on the company's website. We welcome comments and questions on the items of the agenda. If you ask for the floor, we have kindly asked you to first wait for the microphone that are available in this room. And we also request the speakers to state name and, if applicable, the name of any shareholder they represent and the number of their voting ticket. The meeting area is the venue, Sanomatalo Mediatory. If a shareholder leaves the meeting area in the middle of the meeting, they must leave their voting ticket with the clerk at the registration desk so that the voting list can be kept up-to-date. In the event of an evacuation, the security control room of the Sanomatalo will announce the instructions, and we also have staff guiding people out. The Board of Directors and the auditor are represented at the meeting, both the current auditor and the proposed new ones. We also have those entitled to attend by law, general meeting officers, members of the Sanoma Group staff and management and representatives of the media are present here. So it is possible to follow this meeting. I would like to ask you to switch off your mobile phones during the meeting. This meeting will be held in Finnish. You can, however, also use Swedish or English. In this meeting, you can also try other languages. We can see if there are any people who have command of those languages. [Foreign Language] and the meeting is kept and the minutes are held in Finnish, but each participant can also address the meeting in either English or Swedish. [Interpreted] The presentation by the CEO and the presentations by the Chairs of the Audit Committee and the Human Resources Committee are held in English and interpreted into Finnish. Interpretation receivers have been distributed at the entrances to the meeting venue. And if anyone attending the meeting still needs an interpretation equipment, please, you can fetch them from the back of this room. And we will move according to the agenda unless otherwise indicated. Shareholders have had the opportunity to exercise their voting rights by voting in advance. The proposals for resolution subject to advanced voting shall be deemed to having been submitted unchanged at the general meeting. All the trustees representing the registered shareholders have also participated in the advanced voting on behalf of the shareholders, they represent. It is noted that in the case of advanced votes, if at an item, votes are not fully counted, the number of votes against and abstentions in the case of qualified maturity resolutions will be recorded in the minutes under each item to the extent that in the preliminary vote votes against without a counterproposal, have been cast on items where a proposal cannot be opposed without a counterproposal such vote shall not be formally taken into account as votes against the proposal for a decision and shall not be recorded in the relevant section of the minutes. And we are now ready to move on to Item 3, election of persons to scrutinize the minutes and to supervise the counting of the votes. Traditionally, we have elected 2 persons who have acted in both roles, and I've been informed that [indiscernible] have been proposed. Let's see if they are present and available. They are raising their hands and nodding. I take it this is acceptable to all participants. And hence, [indiscernible] have been elected as persons to scrutinize the minutes and supervise the counting of votes. Item 4, recording the legality of the meeting. The notice of this General Meeting has been published in Helsingin Sanomat on Saturday, 16th of March 2024. And the registration for the meeting had to take place by the 11th of April. Nominal registered shareholders had to register by the 12th of April and the meeting is hereby declared duly convened and quarried. We move on to Item 5, recording the attendance at the meeting and adoption of the list of votes. Shareholders who have duly registered for the general meeting and who are entitled to participate in the general meeting pursuant to Chapter 5 in the Company's Act and who have either voted in advance during the advanced voting period or attend the general meeting at the place of the meeting shall be deemed to be shareholders participating in the meeting. A list shall be drawn up of shareholders. We have 255 shareholders represented here who have either voted in advance or are present here in person, and we have 122,302,491 million shares and votes, which corresponds to 74.8% of all shares and votes of the company, and we have 140 people present here. Innovatix has complied this list for us and they are not aware. The company is not aware of any technical or other problems related to advanced voting. And therefore, the correctness of the vote cut has been reliably established. We then move on to item 6, presentation of the financial statements, the Board of Directors report and the auditors report for the year 2023. The documents were published on the fifth of March. Shareholders have been on requests sent these documents, and they are available here. The auditor's report is also found within the documents. And before we continue with the formal discussion, I will give the floor to CEO, Rob Kolkman. He will give an overview of the company's operations in financial period 2023, and the speech will be given in English, interpreted into Finnish, and through the chat functionality, you can also ask questions. They will be moderated for me during the meeting. They will not be considered as formal questions, but will be taken into account. Kolkman will now review the events and performance of the financial year 2023. Mr. Kolkman, welcome.

R. B. Kolkman

executive
#3

Thank you. And good afternoon, everyone. It is my great honor and pleasure to present to you for the first time today, the review of the year at Sanoma. And I will be doing that together with the CEO for our Media business, Pia Kalsta, and also Alejandro Castex, who is our Managing Director for our Spanish Learning business, where we saw, of course, a lot of our growth last year. And together, it's our aim to bring to life to you a bit more what's behind the numbers. What are the key achievements, key successes that have happened across Sanoma throughout the year? But before I go there, I would like to take an opportunity to say a huge thank you to my predecessor, Susan Duinhoven. As you are all aware, Susan led a phenomenal transformation of our organization over the past 8 years. And it's really thanks to her and her leadership that we have now this clear organization with 2 parts to it Learning and Media and also a very clear strategy that we are as a team, very happy to now continue to execute on. So on behalf of the whole team, Susan, thank you very much for that. Let's now zoom in on what does actually mean the 2 organizations that we have part of the organization. So on the one hand, we have this leading position in what we call K12 leaning across Europe and K12 really means primary, secondary vocational. So really, the core of the educational years for every child. At the same time, we also have that #1 media position here in Finland. And let me bring that to life a bit more with 2 key statistics. One is probably one that you are all very much aware of, which is that we reach a Sanoma about 97% of the Finns every week. And a lot of that is actually happening in this beautiful building here. So it's around the TV. It's around the radio. Of course, the newspaper and the high-quality journalism. All those aspects play a key role in that to really try to reach and have an impact on millions of Finns every week. What you might be slightly less familiar with is what that looks like in the education side of the business. If you think of it in a way that if you were to step into a classroom, whether it's primary or secondary, across Europe, in the countries we're active, it's a very high chance. You will see a teacher there and students who actually work and learn with materials that have been developed by Sanoma. And that's, of course, the book and workbooks, but that's also videos, online learning, personalized learning. So a wide variety of what we call blended learning. And we do that towards approximately 25 million students and their teachers every day across Europe. So that gives a bit of a feel for the kind of impact we try to have on the lives of people every day. Let's now look what that means then in financial terms over 2023. And that's what you see here. So just a couple of key points. On the left-hand side, you see the transformation is also reflected in our revenue. 57% of the revenue last year came from that learning business that I just mentioned, 43% from media. On the profitability side, that transformation has gone even further to almost 80% of the profit last year coming from the learning side. And if you zoom a bit in on what has been driving that, then there has been strong net sales growth last year. Organically, if you look at the 6%, but also the full year impact of our latest acquisition in Italy, particular had that impact as well. And that was offset with a much tougher situation here in Finland on the media side. So that together led to that organic growth of 2% last year. On the operational EBIT, the trends continued that we saw before, which is on the learning side, strong growth. At the same time, the decline in advertising sales did have a real impact on the profitability there. And also the cost inflation in both businesses were having that impact. On the free cash flow, I'll touch on it later a bit more, slightly more complicated story because in '22, we acquired the Italian business, so there's quite a lot of one-off effects. But underlying, there has been a strong improvement on the cash flow, particularly if you look at the strong growth again and also active working capital management across learning. All that resulted in the leverage being at 2.8%, which is below our target level of 3.0 and we also, last year, introduced the program Solar, which really underpins our efforts to get to 23% profitability across learning by 2026 and that program is very much on track, and I'll touch on a couple of specific elements in a minute as well. And I already mentioned this all results in also the proposal from the Board for the EUR 0.37 dividend flat compared to last year. Let me now zoom in a bit more on both sides of the business. Starting with the learning side. If you look underneath it, then a lot of the growth organically came from our Spanish market, but also continued good growth in Poland and in the Netherlands, especially on Spain, we'll give you more examples in a minute because that was a massive curriculum change that we saw there, which led to 18% growth. That were also the key drivers together with the Italian acquisition for the growth in revenue and profitability. And later on, we'll show to you that, that doesn't come by itself. So there's a lot of new materials, new methods, over 800 across Europe that we have launched and introduced to make that happen. And we track on a yearly basis towards the teachers, how they appreciate those material. And there you see here as well that 84% really say it has a very important impact in making sure that the children can reach their curriculum objectives, i.e., the next step in their education. We now have a scale at Sanoma Learning that also warrants to look at how can we do things differently, better and really making use of that scale. And that's in essence what we have called Program Solar. So Program Solar is really saying we now have a scale that's quite unique in K12 education, let's make it work on all the different aspects that you see here. So yes, there is organizational optimization, very logical, if you think about markets like Spain, where we see really big new curriculum. And then after that, it's also logical to reduce the investments you do that. And we do similar things in other markets as well. But more importantly, it is making that scale work, publishing processes you can do things with that scale more jointly, getting the books ready, printing, et cetera, but also a lot more around the topic of getting the content from the manuscript really towards the students. The same applies to digital platforms. With the acquisitions we have done, we've also acquired a lot of different digital solutions. And what we are doing at the moment with the teams is really making sure that we bring that back to harmonized solutions, which really means you develop things once and you also develop within countries where the costs are lower to do that, in our case, particularly Spain and Poland. And then there's a lot of other optimizations happening as well, again, using that scale, particularly around HR, finance and other supporting roles. So all that together leads really to that big program of EUR 55 million, which will contribute very significantly to reaching that 23% profitability. So that's from a financial point on learning. Let's now go to the other side of the story, which is on the Media Finland side. There, and I think you all experienced that here in Finland as well, it has been a much more challenging operating environment and that, in our case, does show in advertising sales declining, mostly in newsprint and TV. A couple of trends that we've seen for years do continue, which is around our subscriptions and particularly digital subscriptions increasing, but also the digital advertising sales continuing to grow. And later on, when I look a little bit ahead, you will also see that, that is expected to be the case going forward. But it has had a very significant impact on the profitability in this part of the business that lower advertising sales and also the inflation impact that we saw here in Finland. And a big complement to the team at the same time for doing a lot of active cost management to limit the impact of all this as much as possible, which also puts us in a good position that if things do improve on the economy side, we will see that flow through more positively to the bottom line. That's on the Media side, and Pia will give specific examples later on as well. If you bring that all together and you then look at our balance sheet, get back to 2 key points. On the one hand, we see that 2.8 leverage now below our 3.0 target. And we also saw our equity ratio improving to the 42.5%. The flip side of that is as well that when you look at the net financial items, Clearly, we are also affected by the increasing interest rates, which you see mentioned here amounted to EUR 31 million cost compared to EUR 13 million back in '22. One event after the year-end was around the bond, which we repaid in March 2024. A couple of comments on the cash flow. What you saw there is that active working capital management in learning, but also lower taxes and lower capital expenditure, all having a positive impact compared to the higher financing cost and the lower earnings in Media Finland and then that one-off impact due to the acquisition of the Italian business. All these results together resulted in what was already mentioned around the dividend, which is very much the same structure as what was proposed last year as well and also with the same amount of EUR 0.37 per share. That's on the core financials. I would like to then zoom in on a couple of other topics before I hand over to Alejandro and Pia. And the first one is around a key part of sustainability. And that is the core elements of where do we now as a company, which is a very natural company to focus on sustainability, where can we really make the difference. And there's a lot of elements, but I would like to focus on 2 in particular, the first 2. The first one is around people because ultimately, with the strategy we have, it's all very important, but it's the people that ultimately make the difference here. And the second one, a thing that we've already touched on earlier is around AI and particularly generative AI. How do we look at that as a company. Starting with the people. I think one of the things I am very impressed with here at Sanoma. And I've seen that, of course, already on the learning side, but I also very much see it on the Media side is we are successful because of the passionate diverse and dedicated people we have, whether you look on the Learning or on the journalistic side, TV side, that's really a core element of our success. And it's also reflected in what is called the employee experience index, which is significantly above the European benchmark. And we constantly think about how we can further improve that, knowing that the war for talent making sure that you get the right people on board will determine a lot of the success also going forward. So that's on the people side. Then a topic that you probably heard a lot about is AI and particularly generative AI. It's fair to say that in a lot of cases, that is still early days on trying things out. But there are a couple of things that in our business are very important. First of all, we do see a lot of opportunities for this to help us support us in a new way of working. And overarching is we have a lot of editorial processes, editorial content that we produce, both in Learning as well as in Media. And we really see opportunities here with AI to become there more efficient. But always with a very clear focus on the high quality and on the media side, making sure we do not compromise the high-quality and trusted journalism. So that's very much front of mind. And on the learning side, of course, that it really supports the children in the right kind of way, but also making sure that you really focus on the child there and not just do AI for the sake of it. Just to give you a couple of specific examples. On the Media side, you see that reflected in new summaries is supporting the journalist becoming more efficient in their day-to-day work. But it's also on other things like predictive analytics that we can use there and also more the advertising being more targeted. So specific elements there. And I'm sure this list will only grow over the years to come. On the Learning side, we do several things. We focus on partnerships, for example, with a company like Microsoft on the immersive readers. So really trying to help young children improve their reading skills with the use of the AI. The core opportunity longer term, and I stress longer term is around personalized learning. So really trying to help the teachers that are there in Europe, help them to be as efficient as possible, so they can really focus on the individual needs of the students. So that's very much something we see happening going forward. So let me now bring it a bit more to life here with a short video on, first of all, the Learning side. When we talk about those 800 new methods and products, what does that really look like across Europe. So let's have a quick look. [Presentation]

R. B. Kolkman

executive
#4

So just a quick sort of preview of what that actually means in the different countries with the different materials and blended solutions. As I mentioned at the start, the core part of our growth last year was actually in Spain with the new curriculum. And I would now like to invite Alejandro Castex, our Managing Director for Spain to the stage to give you a bit more context to that. Alejandro?

Alejandro Castex

executive
#5

Thank you very much, Rob. I'm very happy to be here and to have this opportunity to share a little bit with you about what is it that we do in Spain in the learning market. As Rob was saying, I joined the company in January of last year. I am very passionate about education, and I'm very proud to be part of a company that really improves lives through learning. So over the next few minutes, what I'm going to be doing is basically share a little bit of what makes us the leading educational company in Spain. You will see that it has to do with a very passionate team, a very talented team. It is about developing the best learning methods and also a lot of very strong sense of commitment to our teachers and students. But let's first start by setting the scene and look into some of the key facts of the Spanish market. Spain is one of the largest educational markets in Europe. So just to put things into perspective, in Spain, we have around 6.5 million students, and these students are attended by almost 0.5 million teachers. The market has been proven to be resilient over the years, and it's true that one of the key characteristics of the market is how regional and diverse it is in terms of its regions and the languages. So Spain is basically a nation that is organized through 17 different autonomous communities or regions. The educational curriculums are defined at each of those 17 autonomous communities, which, in essence, means that we do serve 17 different educational curriculums. In addition to that, we also published our materials in 5 different languages, which are official languages in Spain. In this context, Santillana is the most recognized educational publisher in the market. We do have a leading position in Spain across the board, but most importantly, in the primary education sector, which is by size, a number of students, the most important one in Spain. The market is increasingly adopting blended methods when we say blended methods, we are talking about a combination of print and digital resources. But it's also true that, in essence, what's really happening in the classroom is really still a pretty much print-based market, okay? And this once again is especially true for the primary education sector. So we're going to be moving into the next slide to really look and take a deeper look into what an actual method looks like and exactly so that I can show you what makes us really unique. World Makers, which you can find on the center of this slide is one of our best-selling methods and has been one of the most biggest successes we had in this new educational reform that Rob was talking about. So in recent years, so basically 2022 and 2023, we had a very big curriculum change that led to this growth that Rob was talking about. World Makers is a competency-based learning method in which we prepare different solutions, both for teachers and students. You might be more familiar with the contents further that we developed for students, which are essentially textbooks, both print and digital, but also the workbooks. But this also comes together with a very strong set of resources for the teacher. And this, in essence, what we are looking to do is that the key idea is that our methods include carefully edited materials, both print and digital, both for the student and for the teacher. So a full blended method is what you see on this screen and what makes us the leading publisher in Spain. I was referencing before how diverse our market is, given the 17 regions and the 5 official languages. So to put that into perspective and actual practice, what you can see is that just in 2023 to respond to that education reform, we published over 500 new digital and print books and prepared over 1,000 additional resources for teachers. But in order to bring these methods even more to life, I would like to now introduce you to a very short video that illustrates how we'll make it was developed and how it is used in the classroom. [Presentation]

Alejandro Castex

executive
#6

With our learning methods, we do help shape the future of education. We, in Spain, we feel a deep passion for what we do and have a very strong long-term commitment with our teachers and our students. We have a sense of responsibility towards those 6.5 million students and almost 0.5 million teachers in the Spanish market. And so that's why we will continue to work to develop the best learning methods and to continue to drive innovation, which improves the quality of education and that really allows our students to reach their full potential. Thank you very much for the opportunity, and I hope you enjoyed this very brief insight into the Spanish market. Rob, over to you. Thank you.

R. B. Kolkman

executive
#7

Thank you. So hopefully, that gave a bit of a feel for what it means when we talk about big curriculum changes in the country, and that happens, of course, across Europe, but this was a very important one for us last year. Let's now make the move to Media Finland, where, of course, you, on a daily basis, experienced some of the developments that we do as a company in all these different areas that I mentioned earlier. And I would like to now invite Pia Kalsta, our CEO for the media side to the stage to also give us a feel for that and some practical examples. Pia?

Pia Kalsta

executive
#8

[Interpreted] Thank you, Rob. Hello, and good afternoon. Let's now turn our eyes to Finland and the Media. I'm going to share a couple of practical examples of what the digital transformation actually means for Sanoma in the Media business. But let's start with video to see what has happened in the Media and at Sanoma since the last AGM. [Presentation]

Pia Kalsta

executive
#9

[Interpreted] On that video, you could see what Sanoma Media Finland is known for you and for Finns, diverse content and media brands. We have a strong offering of independent and complementary brands. And we'll start with this 2/3 of our business consists of journalism, journalistic media, the big national news brands like Helsingin Sanomat and Ilta-Sanomat, local and regional media in the regions of Satakunta, Pirkanmaa and we have also extensive magazine contents. What is important is that each journalistic medium has its own Editor-in-Chief. And this Editor-in-Chief is responsible for the content of each brand regardless of the fact that these media have the same owner. The share of entertainment in our business is 1/3. And it consists of TV, radio and digital services, such as to Ruutu+ and Supla as well as events. Through this portfolio, we reach, as Rob said, per week, almost all Finns. And in a country with 2.8 million households, there are 1.4 million households subscribing to Sanoma's products and 900,000 of these are already paying for digital content. So how does this look from the business perspective? In the big picture, the commercial media, model of the media business is divided into ad-funded and consumer-funded. And both globally and in Finland, the share of consumer subscriptions in the business is increasing and the share of ad-funded is decreasing slowly. And a little less than half of our net sales comes from advertising sales and an increasing part of that is digital. We have a very strong position in the Finnish advertising market due to our good accessibility, but also due to our constantly improving ability to target advertising in a targeted manner. However, the advertising market is cyclical. Last year, the company's profitability was clearly below the previous years, in particular due to the underperforming advertising market. On the other hand, we believe that once the advertising market will turn up again, it will have a positive impact on our results. The share of consumer-funded subscription business is growing, and this is particularly driven by the growth in digital subscriptions. And the following examples will illustrate the growth of digital subscription that is so important to us. Let's this time start with entertainment. Ruutu+ subscriptions are a major part of our number of digital subscriptions, the subscription base. And currently, we have over 370,000 subscriptions for Ruutu+ and the turnover for that is at a record level. The way people watch TV is changing. It has been changing for a long time. Linear viewing is changing over to on-demand services. International players are growing the pay-TV market in Finland, which traditionally used to be quite small. And then we can also, in general, see a trend that will also benefit us and that is the fact that even Finns are now ready to pay for TV content. And how is Ruutu managing in this tough competition then? Well, it is strongly based on Finnish entertainment, sport and now also in drama, increasingly through our collaboration with ERISA. And now that Ruutu+ customers have more things to do. We see them being more committed to our services than what they used to be. Digitalization in TV has meant that an increasing number of people are paying for content and TV services and then when we look at tabloids, the digitalization has actually brought a huge number of new audiences and growing use and access. So let's then move on to Ilta-Sanomat, which is the largest digital medium in Finland, news medium in particular. Over half of Finns use Ilta-Sanomat every week. Every day, there are almost 7 million visits to Ilta-Sanomat. These are huge figures. And this is because considering our population, these are world record high figures. And Ilta-Sanomat is the thought-out combination of news, entertainment and topics and what is important is that through Ilta-Sanomat, also people who would not necessarily be actively looking for news, actually, news reach them. And this makes Ilta-Sanomat also societally particularly relevant in Finland. The digital Ilta-Sanomat is primarily funded by ads and therefore, it is free of charge for consumers. And at the side of it, we have now launched a new product, IS Extra, which as subscription product and seems to attract a lot of interest. And we are actually clearly ahead of our target for this year in the number of subscriptions. And after this event, you will get a code to IS Extra, so you can also take a look at it. Let's then look ahead and move on to Helsingin Sanomat. Erja Ylajarvi, the Editor-in-Chief started in her job last autumn. And let's hear what Erja is saying about the future and priorities of Helsingin Sanomat.

Erja Ylajarvi

executive
#10

[Foreign Language]

Pia Kalsta

executive
#11

[Interpreted] Thank you, Erja. So in Helsingin Sanomat, they are strongly focusing on the readers and the ways to tell those stories how we are very strongly present in the everyday lives of readers and Finns. Finally, a couple of words about the future plans of Sanoma Media Finland. We are working persistently and consistently to remain relevant, interesting and accessible in the future, both in journalism and in entertainment. The rapid digitalization of content consumption means that we, too, are focusing on digital development and digital revenue growth. And it is our goal to improve our profitability as well and to reach the long-term profitability target of 12% to 14%. And this will require us to continue to grow our digital revenues, improve our productivity and improve the external market and we at Sanoma are very committed to this work and to these objectives. We are motivated by the fact that we can have a positive impact on the Finnish society and on people's lives. We provide people with information and perspectives every day and keep them informed. We gather people together at the TV sets, and we gather people together in events and we also bring them joy and entertainment. Thank you. And I will now hand back to Rob.

R. B. Kolkman

executive
#12

Thank you very much, Pia. And that concludes the sort of looking back across both parts of the business. And hopefully, that brought live a bit everything that is behind the numbers that you saw me presenting earlier. Before we open it up for questions, let me say a few words about looking forward, so '24 and also a bit further ahead. Because we published our outlook for the year back in February, and I'd just like to highlight a couple of the key elements there. If you look at the learning part of the business, then you see that after the fantastic results we saw in Spain, it is also logical that the cycle there goes down a bit, which will impact our net sales somewhat, but that will be mostly mitigated with the other learning businesses continuing to grow, as I highlighted before, particularly also in countries like the Netherlands and Poland. At the same time, we are discontinuing some of our low-value distribution contracts to make that part of the business also more robust going forward and longer term. In Learning, we also continue with the implementation of price increases that are slightly above average and that's very much the reflection of the facts that run initially, the high inflation hit, we were not able immediately to translate that in our prices, but we did very successfully last year, and we are also continuing with that in 2024. And also good to realize that we did divest a small part of our business in Germany exam preparation. All that results in a slightly lower reported net sales expectation, but relatively stable margins. And of course, underneath that, a lot happening with regard to our Solar Program to get towards that profitability in 2026 of 23%. If you look at the media side of our business, there, the trends that also Pia highlighted will very much continue, which also means that our subscription sales, we expect that they will continue to grow, be really the growth driver also going forward, particularly on the digital side. And overall, we're expecting the net sales to be more comparable. And that is a reflection of the fact that we also expect the Finnish economy to be more or less stable as well. And also here, good to realize that we did do a divestment of Netwheels early in 2024, which has an impact on the top line. Overall, resulting in that modest earnings and margin improvement that we expect, also very much reflecting all the efforts that have been done to lower the cost base in a very successful way. That results in these numbers, which is around the EUR 1.29 billion to EUR 1.34 billion on the revenue side overall and EUR 160 million to EUR 180 million with regard to EBIT, really underpinning more or less stable markets in all our operating companies. Finally, I would like to just look ahead a little bit further, and we do very much, as I said at the start, continue with that ambitious growth strategy we have, focused on profitable growth and really aiming to continue to grow very significantly and doubling the size of learning between now and 2030. That also means that M&A will continue to be an important factor there. In the short term, more on those in-market consolidations, for example, in countries like Spain or Italy if opportunities were to arrive, but also longer term, of course, in other geographies as well, focused on K12. Program Solar will really continue to be implemented and have that impact over the years to come, like I mentioned earlier. And on Media Finland, I think what Pia presented can really be characterized as a real big digital transformation. And that will continue over the years to come very much focused towards that subscription growth over time. With all that said, the dividend, as was highlighted earlier, remains a very important part of our investment story with that 40% to 60% of the free cash flow going there. So with that, I hope we brought you both the numbers as well as a bit of the story underneath it, what is happening every day to make that happen. And I would now like to hand back and open it up for questions.

Riikka Rannikko

attendee
#13

[Interpreted] Thank you, President and CEO, Rob Kolkman. And this CEO's presentation will be available as a video recording on the website. Now it's time for questions and comments, feel free to ask them. We get the first comment here on in the back and please tell us your name and the name of your voting ticket.

Unknown Attendee

attendee
#14

[Interpreted] [indiscernible] and 164 is my ballot number. Sanoma has a large share of prints and digital. It would be polite or would have been polite to give us 140 participants here, printed text. I don't want to print it out from my computer. So just a tip for you for next year's meeting regarding the printed materials, the availability.

Riikka Rannikko

attendee
#15

[Interpreted] Do you have other questions? Request for the floor. First, in the back, please, microphone there. Then we'll give the floor to you next and then to the front here.

Unknown Attendee

attendee
#16

[indiscernible] voting 13. I would like to ask about international staff. And sorry if the information is hold somewhere, but I couldn't find it. But thinking about the governmental stuff, what's happening in Spain, for example, what was here also and in Finnish? How do we evaluate the price range? Or can I even ask this kind of thing that [Foreign Language]?

Riikka Rannikko

attendee
#17

[Interpreted] We would need the translation aide. So you can ask the question in Finnish.

Unknown Attendee

attendee
#18

[Interpreted] So my question has to do with Spanish and Finnish economy being in a weak situation right now, and we are dealing with an issue of having learning materials in Sanoma's product portfolio, a significant share. So how are you competing in the market with price so that you can remain both a sustainable company and act as a listed company. So if you can find an answer to what the prices are in Finland versus the prices in Spain, I'm sorry, about my question, but I just wondered what the price differences are in the learning materials between Spain and Finland.

Riikka Rannikko

attendee
#19

Okay. So the question was about pricing of the learning materials in Spain and in Finland, respectively, such that you both act responsibly and ascend to your obligations as a listed company.

R. B. Kolkman

executive
#20

This really goes to the core, in my view, of us being very focused on the local situation. So I mentioned very briefly the point about price increases. We do that in a very considerate way. And we also work closely with the local governments. It's not a matter so much of governments not wanting to invest over time. They do increase their budgets, reflecting reality. The levels can be indeed very different. You are right about that. And that's what you also work with. Ultimately, that also comes down to the point how fast, for example, the move to blended learning personal learning can go. Clearly, in markets where there is more funding available, you also see go faster than in markets, for example, in Spain and Italy, where that is a bit slow. So hopefully, that goes to your point there.

Riikka Rannikko

attendee
#21

Excellent question here, a question, microphone.

Unknown Attendee

attendee
#22

Ticket #10. The learning material, how do you produce it? Do you have some scientific experts of your own? Or do you use freelancers and are they permanent in each market?

R. B. Kolkman

executive
#23

There's really a combination of those depending on the market. But the core is that we have what's really the core of our publishing business, a very strong publishing team in all our local markets, and that's really needed because they are very close to the teachers, to the schools and to the governments on what's needed for that curriculum. At the same time, and I guess this relates for everybody, there are, of course, specialists that we also hire in for certain subjects. So it's that combination that happens, and it differs a bit market by market, but in essence, it's that combination that we have. Core internal is very important there.

Riikka Rannikko

attendee
#24

[interpreted] Thank you for that question. I believe there was a request for the floor here in the front. Yes. Just please wait for the microphone a while.

Kimmo Stenvall

analyst
#25

Kimmo, 120 is my ballot. Congratulations for your nomination. I think Susan has left very big boost to fill. We like Susan here in Finland, and I hope we can start loving you also. I know you, as a CEO, are not willing to comment on the market price of the company. But I just want you to know that we expect you to make the profitability so good that the price of the share goes to EUR 10 and the dividend doubles.

R. B. Kolkman

executive
#26

I think the answer to that is noted. But I fully agree, it's a very important focus point for us.

Kimmo Stenvall

analyst
#27

[Interpreted] And the second question is for the Board of Directors that you wanted to make things look more beautiful by raising the debt, a couple of rows upwards while doubling the price, I don't think it is in the interest of shareholders. I was already complaining about this in last year's Annual General Meeting, and I am sure that with the current technology, if the company wants to borrow EUR 150 million, the current owners could easily find that amount with a directed lending, just as a hint for you for your upcoming needs for loan.

Riikka Rannikko

attendee
#28

Are there other questions, comments? We have a couple coming from the chat that we can take up next. So I can't see any hands being raised. The first question relates to print media. Will advertising and print ever come back? Or is it more or less a lost business? If so, what are the main ways to compensate that? [Foreign Language]

R. B. Kolkman

executive
#29

Let me say a few words on that. I think what you see on the advertising side is very much the transition to digital advertising. And it is indeed always difficult to see, will that really compensate for everything we saw in the past on the advertising our expectation is going to do that fully, and that's also why you see it reflected in all that Pia mentioned earlier, around the move to subscription models, the move to really also have a the consumer paid models being implemented. So I think those are really core trends that we do see but advertising does remain, particularly on the digital side, a very important part.

Riikka Rannikko

attendee
#30

Then the next question, that's an advanced question, and I think that's more now to Helsingin Sanomat. So let's take that in between, I'll read this and Finnish as it has come. [Foreign Language] Advanced question and I think Erja Ylajarvi will answer this. [interpreted] Helsingin Sanomat owned by Sanoma Corporation has long represented traditional quality journalism. In recent years, unfortunately, in the articles of dozens of journalists, instead of neutral point of view, it has been possible to see the strong promotion of journalists on world of ideas. According to a study conducted in Finland, about 1/3 of journalists want to actively influence social issues that is, they do not even try to act equally in accordance with the goal of good journalism. Therefore, it is not surprising that in Helsingin Sanomat, we have constantly seen one-sided and strong attitude articles contrary to the journalist's guidelines. Helsingin Sanomat has a great social importance. Therefore, it does not matter -- it does matter which line the paper follows. So how do you see this? How do you comply with impartiality and fairness according to journalist's principles?

Erja Ylajarvi

executive
#31

[interpreted] Thank you very much. Yes, my name is a Erja Ylajarvi. I'm the Chief Editor, but also a member of the journalist Board and journalistic principles should be adhered to. Well, Helsingin Sanomat has publicized their principles. And we want to stick to this principle where we are led by the striving for food and also in these instructions, there is this requirement that fictional material should be very clearly separated from real news. So if there are opinion-led writings in the news, then we should clearly mark them out. So we have our guidelines very clearly on this. So for instance, if there is a researcher giving, for instance, opinions politically, but this should be then stated very clearly. However, it is possible to give certain texts, journalistic text with a perspective. And of course, the interview posing questions can have a certain point of view. We want to talk about Finland as it is. But at the same time, we also very consciously want to expose our readers who are very critical and want to see different perspectives. And of course, in one on the same article, we do not have to tell everything. Of course, the journalists should never state things that are not facts and if there is something like that then the context must be very clear as well where this is pertaining to. So we have a lot of discussions on these matters in Helsingin Sanomat. So it's not a problem that a journalist would want to have an influence on the society, of course, we all would like to do that. But if it's on a very emotional basis, then there is a certain bias to that. Of course, reporters have had types of emotional links to certain subjects, and we have to keep that in mind. So I think that with this keeping in mind, I would like to assure you that we, very clearly, stick to the guidelines for journalists. And of course, it's always possible to take matters to the Board of Journalists, where these matters will be handled very carefully.

Riikka Rannikko

attendee
#32

[Interpreted] Thank you very much for your reply. Are there any comments, interventions here? Not here. And then there's another question from chat. It may be a question for Pekka to answer, but you may decide, why are the Media Finland and learning within the same company? What are the synergies should Sanoma be divided into 2 independent listed companies? [Foreign Language] The same in English. Pekka Ala-Pietila will reply this rather strategic question. You have the floor, sir.

Pekka Ala-Pietila

executive
#33

[Interpreted] Thank you very much for the question. Yes. Learning and Media, two different businesses, different types of operations. And for years, we have systematically developed both of them so that how they operate, they support in the best way possible, both of these segments in the best possible way in order for us to be competitive in both of those segments, so synergy benefits. Now, if we look at what took place 6 years ago, 10 years ago, of course, these have been impacted through our strategy. Now in terms of dividing the company into 2, the main owners have given their opinion on this and stated that in the next 2 years, a division of the company would not be pertinent. Rather, we will stick to the long-term strategy. We want to create added value to our customers. We want to improve our profitability. We want to improve our goodwill and our ability to pay dividends.

Riikka Rannikko

attendee
#34

Thank you very much. Are there any other questions? There is one in the middle. Please wait for the microphone.

Unknown Attendee

attendee
#35

[Interpreted] [indiscernible] is my name, 228 is the number of my ballot. The company has quite a lot of debt, although it's decreasing somewhat. But what is the Board's strategic plan to reduce debt? There are hybrid loans that are very expensive money. So how do you plan to get rid of that?

Riikka Rannikko

attendee
#36

Okay. This is -- this goes for the indebtedness of the company.

R. B. Kolkman

executive
#37

I'll take that. And then -- so I mean this is, of course, a very important topic also for our longer-term growth opportunities if you think about the acquisitions that we continue to want to do. That's why you also heard me talk about the Solar Program in learning and you also see us focus on that continued growth. And your point is, of course, actually correct. The hybrid one is a very expensive way of doing it. Our focus is also on improving the cash flow generation to be able to bring that down further and therefore, create room for further M&A as well. So that's our focus very much.

Riikka Rannikko

attendee
#38

[Interpreted] Thank you. Any other questions, requests for the floor? However, we stay at this item. And should you have any further questions in mind? I will give you another opportunity for that, and I will check the chat as well before we leave this item, but we still have the auditor's report, the key account matters to be covered.

Riikka Rannikko

attendee
#39

So I ask the auditor to come and give the auditor's report, Authorized Public Accountant, Samuli Perala, please.

Samuli Perala

attendee
#40

[Interpreted] Thank you, Chair. Shareholders, my name is Samuli Perala, I represent PricewaterhouseCoopers, authorized public accountants. And I shall next present Sanoma's auditors report for 2023. In the auditing, the scope stayed the same because there weren't any essential changes to the structure of the group. We audited Finland, Poland, Belgium, Netherlands, Spain and Italy. So all the most important operating countries of Sanoma. As key audit matters, we should mention the goodwill and other intangible assets identified in business combinations. There weren't any significant changes in the valuation of goodwill during that financial period because there were no significant acquisitions performed in the company during that year; however, these items cover over 60% of the total in the balance sheet. So there were still a natural target for the auditing and other key audit matters were the valuation of prepublication rights included in the intangible assets and revenue recognition. In the parent company audit, we noticed as key audit matter is the valuation of interest in group companies and receivables from group companies simply because they are the most significant item in the company's financial statements. And based on this audit on the first of March, we have given our report and in there, we state that in our opinion, the consolidated financial statements give a true and fair view of the group's financial position and financial performance and cash flows in accordance with the IFRS as adopted by the EU and the financial statements give a true and fair view of the parent company's financial performance and position in accordance with the laws and regulations governing the preparation of the financial statements in Finland and comply with essential requirements. We also support that the Board of Directors of the parent company and the President and CEO is discharged from liability and support the adoption of the financial statements. But I'm clear now that we have presented the auditor's report. If it's right, I would also like to thank the shareholders of Sanoma. Shareholders last year was the seventh year where I acted as the authorized principal auditor of Sanoma, so it's now time for me to step down and there's been a huge change in the group during those 7 years. It has become an international provider of learning material with an even more significant Finnish media business and the majority of this transition has taken place through acquisitions. And this had meant that the auditor has had a lot to do as well. What has not changed over the past 7 years was the excellent open collaboration between the auditor and the Board of Directors and executive team. And through that collaboration, we have made sure that the financial statement of Sanoma, the 217 page is give true and fair view to you shareholders on Sanoma's financial position. On my behalf, I would like to thank you for your confidence over these years. Thank you.

Riikka Rannikko

attendee
#41

[Interpreted] Thank you to Samuli Perala. And now is the time for you to ask questions regarding auditing or the CEO's presentation. Before we move on, any other questions, requests for the floor. And I would like to see if chat has been checked. The chat will now be closed. And so with this item, thank you to Samuli Perala, and thank you to President and CEO, Kolkman. At this point, I state that the financial statements, the auditor's report and the Board of Directors report have been presented to the Annual General Meeting. So we move on to item 7, adoption of the financial statements. We heard the auditors, Samuli Perala's view that on recommending the adoption of the financial statements, any request for the floor on this item. Hence, we have adopted and approved the financial statements for 2023. Then at item 8, resolution on the use of the profit shown on the balance sheet and the payment of dividends. The main points of this proposal are visible now on the screen. They were also presented to us by the Chairman of the Board in his opening speech as well as reasons for this proposal, so you can see them there. The Board's proposal has been available as of the 7th of February. And the Board has also assessed the liquidity of the company with regard to the first installment and will act accordingly with regard to the other installments. Before we take a decision to also state that we have had a question. And the Chairman of the Board will answer to that question. And this is also a combination of feedback and question. So the Chairman of the Board will see what the question is, but this is the feed. But during this spring, the media has repeatedly talked about the giant dividends of listed companies. When I look at the development of Sanoma's share price and especially the dividend over the last 20 years, we, as shareholders cannot agree with this, but I can say that Sanoma's dividend is nowhere near the 2000 through 2010 dividend. And at the same time, the question arises how repeatedly after the publication of the annual report and the proposed dividend. The share loses value, and the analyst's estimate is clearly too optimistic. In such a share turbulence, there is no justification to reward the management of the group to a large extent. And this year's dividend, EUR 0.37, still spread over 3 payment dates is weak compared to previous dividend history. And next year, we expect at least EUR 0.50 per share. Too many acquisitions in different countries, we're putting too much strain on the balance sheet. So this was a combination of feedback and question, and Pekka Ala-Pietila shall respond to this briefly. Go ahead.

Pekka Ala-Pietila

executive
#42

[Interpreted] First of all, thank you for the question and the feedback. I shall respond to those points that are there, the key in the question. In its dividend policy, Sanoma is committed to pay an increasing dividend. According to the dividend policy as you already heard today, this is 40% through 60% of the free cash flow and we use the rest of the cash flow to develop the company and strengthen the balance sheet. In 2019 through 2023, we paid on average, 67% of the free cash flow. As for the dividend payment, it is not unusual to break it down into several installments. As for Sanoma, the payment of dividends in several installments used to be 2, now 3 is well justified because a significant cash flow for us is generated on the second half of the year. And this is a consequence of the growth of the Learning business and its significant share as part of Sanoma's whole business. And also Rob Kolkman, CEO, referred to this in his earlier presentation. Thank you.

Riikka Rannikko

attendee
#43

Thank you. Are there more questions on the proposal on dividend distribution? So we now adopt the Board's proposal for the distribution of the profit and the date of payment. And now at item 9, resolution on the discharge of the members of the Board of Directors and the President and CEO from liability. And this resolution applies to all those who have acted in '23 as Chairman or members of the Board. So for the full term, Pekka Ala-Pietila, Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Denise Koopmans, Sebastian Langenskiöld and Rafaela Seppälä till the 19th of April '23, and Eugenie van Wiechen from the 19th of April as well as Susan Duinhoven who's been the CEO for the whole financial period. We heard the auditor's report. He recommended the discharge. And hence, we adopt and grant discharge for the CEO and the Board of Directors. And we have Item 10, consideration of the remuneration report of the governing bodies. The proposal was published on the fifth of March. And the Board proposes that the remuneration report be approved as proposed, and this resolution is advisory. But before we approve up it, I ask Julian Drinkall, the Chairman of the HR Committee to present the key points here.

Julian Drinkall

executive
#44

Thank you, Madam Chair. Dear Sanoma shareholders. My name is Julian Drinkall, and I am the Chair of Sanoma's HR Committee. In this role, I would like to present to you, Sanoma's remuneration report for 2023, focusing on the previous President and CEO, Susan Duinhoven's remuneration in 2023. I'd also like to take the opportunity to update you on the remuneration of the current President and CEO, Rob Kolkman. The remuneration policy was brought to the attention of the AGM last year in order to change the performance period in Sanoma's long-term share-based performance share plans. And since then, the performance period may vary between 1 and 3 years. We absolutely recognize the good intention of a longer-term performance horizon, but the recent global economic and political trends have caused high volatility, and the Board believes that these uncertainties necessitate a more flexible approach to rapidly changing context with an aim to optimize management and key employee commitment. Together with a 2-year vesting period and minimum ownership requirement of top executives, the HR Committee believes that the long-term interest of shareholders and management are well aligned. In the remuneration policy, Sanoma's remuneration principles are unchanged. According to the principles, the remuneration should do 5 things: one, support the business strategy; be based on business performance; thirdly, be competitive; fourthly, encourage share ownership and finally be fair, transparent and simple in design. In 2023, the CEO, Susan Duinhoven's remuneration was very much in line with these principles and the remuneration policy. The total compensation paid to the CEO declined and amounted to EUR 1.4 million versus EUR 3.7 million -- in 2023, it was EUR 1.4 million against EUR 3.7 million in the previous year 2022. The base salary and additional pension payment was stable, 54% of the remuneration was based on performance. This part of the remuneration due to the lower long-term share-based incentives based on 2020 performance, accounting for 31% of total remuneration paid and lower short-term incentives paid based on 2022 performance. Next, I would like to introduce the remuneration earned by the CEO, Susan Duinhoven, based on Sanoma's solid financial and sustainability performance in 2023. The CEO's performance outcome for the STI was 130%, and the range was 50% to 150%. The earned STI reward is paid to her in April of 2024. There will be no share reward performance for the 2022, '24 performance share plan, where the performance period was 2 years 2022 to 2023. While based on the '23 to '25 performance share plan where performance period was one year 2023, Susan Duinhoven earned 130,000 gross shares, which will be paid to her after tax in spring 2026. On behalf of the HR Committee, I would like to warmly thank Susan Duinhoven for her outstanding job, her successful contributions and exceptional commitment to Sanoma. With Susan's departure, the Board engaged in a very rigorous and exhaustive process for finding the best new CEO for Sanoma. We had a very talented pool of candidates with Rob prevailing as the strongest one and becoming Sanoma's new President and CEO. Now I'm happy to share the key elements of his remuneration. Overall, his remuneration is consistent with Susan's and is in line with Sanoma's remuneration policy and has also been carefully benchmarked. His base salary, excluding holiday allowance and fringe payments is EUR 571,428. The short-term performance-based incentives are 66.7% of the base salary at target level. And the long-term performance-based share incentives are 150% of annual base salary, again on target level. An additional pension payment of EUR 85,714 is also made. Very much to the benefit of the shareholders, Rob's severance payment period is 6 months instead of 12 months as defined in Sanoma's remuneration policy, the Board considers this deviation to be temporary in nature. After the delivery of 2021 to '23 LTI shares in March 2024 and shares acquired by himself in February, Rob Kolkman holds 87,059 Sanoma shares as of today fulfilling his ownership requirement of 75,000 shares. On behalf of the HR Committee, I would like to warmly thank Sanoma's employees and management for their commitment and hard work during 2023. And I would also like to thank you as our shareholders for your continued support.

Riikka Rannikko

attendee
#45

Yes. I think you may have actually answered it already, but there was an advanced question. Is the reason to reward the management if the company has had a mediocre or poor success over a longer history and comment on the share value between EUR 6 to EUR 7 not being satisfactory? Is there anything further you would want to say?

Julian Drinkall

executive
#46

I think I've probably covered that in the sense that the remuneration policy is very much approved by the Annual General Meeting. And those 5 principles are the principles that we've maintained in terms of remuneration in '23. So I think, Madam Chair, I probably asked the question.

Riikka Rannikko

attendee
#47

[Interpreted] Now are the questions, comments regarding the remuneration report. Before we move on to approval, and I think we are in the process of approving the remuneration report. So we approved the remuneration report as proposed. And then we move on to Item 11. This has to do with the fees, remuneration for the members of the Board of Directors, Board committees and shareholders remuneration committee. I would like to invite Juhani Mäkinen, Chairman of the Shareholders Nomination Board to present the proposals of the Shareholders' Nomination Board regarding the remuneration of the Board, the number of the board members and the election of the Chairman, Vice Chairman of the members of the Board, then we'll continue with the presentation of each item. So Juhani Mäkinen. You have the floor.

Juhani Mäkinen

executive
#48

[Interpreted] Good afternoon, Madam Chair, dear shareholders, as said, my name is Juhani Mäkinen, and I have acted as the Chairperson of the Nomination Committee during this season. Also Antti Herlin, Robin Langenskiöld, and Rafaela Seppälä have acted as members. We have also invited Pekka Ala-Pietila to advise us in our work in the committee. Now the Chairman of the Board already mentioned quite a few items on this particular subject matter. First of all, the proposals concerning the remuneration and the election of Board members. As to the remuneration, the proposals are such that the fees will be maintained at the same level. And I would also like to say that a monthly fee, monthly remuneration would be EUR 12,000 for the Chair, Vice Chair, EUR 7,000; and Board members, EUR 6,000 each. In addition, we proposed that the meeting fees are as follows: Board members who reside outside of Finland will be paid EUR 1,000 for Board meeting where the member was present and Board members who reside in Finland, they are not paid a meeting fee separately. Then Chairpersons of Board committees will be paid EUR 3,500 per meeting participated. The committee members who reside outside Finland would be paid EUR 2,500 per committee meeting where the member was present and EUR 1,500 per committee meeting participated. And then committee members who reside in Finland would be paid EUR 1,500 per committee meeting participated. So that was for the remuneration. Then the number of the members of the Board of Directors would be set at 8. So minus 1 compared to the present composition. And here, we propose that members would be Pekka Ala-Pietila, Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Sebastian Langenskiöld and Eugenie van Wiechen and as a new member, Klaus Cawén and in the beginning, it was stated already that Nils Ittonen and Denise Koopmans who were in the Board up until now would not stand for reelection. In addition, we propose certain procedures on how to elect Board members and the Board has looked at this proposal as a whole and we can see that these individuals together present a very good combination. And therefore, we think that should also make the election as a group as a whole for the whole board. And then finally in terms of diversity, well, we have not been so successful in the Board committees in order to achieve at least 40% thresholds. Well, this was not, of course, the aim here. It was something that happened and we do apologize for this in terms of gender equality, but we do see that with the targets that we have set, we will achieve this gender equality within 2 years. Thank you.

Riikka Rannikko

attendee
#49

Thank you very much. We will now look at the remuneration. Are there any comments on this? Any questions? No. So we can approve this proposal concerning remuneration. And then Item 12, it was proposed 8 members to the Board. Are there any comments on this? Any interventions? Everybody seems happy so we can approve that the number of Board members is 8. And then Item 13, are there any questions to the Chair of the Nomination Board concerning the election of the members of the Board of Directors before we give floor to Klaus Cawén. Are there any questions or comments before that? Thank you very much, Juhani Mäkinen. And now I would like to invite Mr. Klaus Cawén to present himself to the shareholders. You have the floor, sir.

Klaus Cawén

executive
#50

[Interpreted] Dear shareholders, as it was mentioned already, my name is Klaus Cawén. I'm a lawyer by training. I graduated from the University of Helsinki and later also completed Master of Laws degree at Columbia University in New York. I spent most of my career at Kone Corporation. I was a member of Kone's Executive Board for the past 20 years or so and currently, still work as Executive Advisor at Kone. During my Kone career, I was responsible for a number of different leadership positions, for instance M&A strategy, legal matters, also Operative Management in the Russian markets and Northern European markets. However the strategic growth acquisitions and alliances have always been closest to my heart. Kone has grown largely through acquisitions. And during my career, I've had the opportunity to make a significant number of these acquisitions. In addition to the Executive Advisory role. At Kone, I'm currently the Vice Chair of the Board at Metso Corporation and a member of the Board and among others, Ahlström Corporation and Toshiba Elevator and Building Systems in Japan. I am very pleased that Sanoma's Nomination Committee has nominated me as a member and as Vice Chairman for Sanoma's Board of Directors. Sanoma is a part of Finnish culture and DNA. Its journalism is of high quality and independent. Well, the same cannot be always said about all media these days. And the Learning business complements Sanoma's positive impact on society. In Learning, Sanoma has also become more international and achieve further growth also from outside of Finland. I believe that my lengthy experience in international trade and especially in M&A and corporate restructuring will be useful as a member of Sanoma's Board of Directors. It would be a great honor to take part in building Sanoma's future, development and growth strategy.

Riikka Rannikko

attendee
#51

Thank you very much, Klaus Cawén. Are there any questions or comments to Mr. Cawén before we release him from the stage? So thank you very much for the presentation. Are there any comments or questions concerning the elections of members of the Board of Directors, the Chair and the Vice Chair of the Board of Directors? No, so we approve the presented proposal. Congratulations to the new Board of Directors. And then items 14 and 15, the auditor and sustainability auditor. And now I would like to invite the Chair of the Audit Committee, Ms. Denise Koopmans to present the Board proposals regarding remuneration and election of the auditor and the sustainability auditor and also item -- and then we continue with Item 14.

Denise Koopmans

executive
#52

Dear shareholders. My name is Denise Koopmans, and I've been Chair of Sanoma's Audit Committee since 2020. I would like to present you with the proposal of the Board for the election and remuneration of company's auditor and the sustainability auditor as prepared by the Audit Committee. Regarding the remuneration of both auditors, the Board proposes that they will be paid in accordance with their invoice as approved by the company, which is in line with previous year's practice. During 2023, fees paid to the auditor for audit services were unchanged versus previous years, and they amounted EUR 1.4 million. Fees paid for nonaudit services increased to EUR 200,000 and included, for example, fees related to the limited assurance of Sanoma's sustainability report for this year, meaning 2023. The selection of the sustainability auditor is brought to your attention for the first time and the first statutory sustainability audit will be conducted for the 2024 reporting. Regarding the selection of the auditor and sustainability auditor, the Board proposes that PricewaterhouseCoopers will act both as company's auditor and sustainability auditor. PWC, PricewaterhouseCoopers has acted as the group's auditor since the AGM of 2017. According to PWC, [Tina Piccininni ] will start as the lead auditor with principal responsibility and as a responsible sustainability auditor for Sanoma. [Tina Piccininni ] is not only an authorized public accountant, but also an authorized sustainability auditor, which makes her an excellent choice for this role. Tina, warm welcome on board and good luck. Before Tina, Samuli Perala, you just heard him, has been the lead auditor for Sanoma since 2017. Also on behalf of the Board, I would like to warmly thank Samuli for his excellent work, knowledge and critical mind. Samuli, it has been a real pleasure and honor to work with you over the past 7 years. Thank you very much for what you've done for the company. This is also the last time that I will be presenting here with the report of the Audit Committee, as I will retire as Board Director after having served 9 years on Sanoma's boards. I want to thank my Board colleagues under the excellent leadership of Pekka Ala-Pietila for the cooperation and friendship during the last 9 years. It has been a privilege to be part of the transformation journey of Sanoma, and I want to thank you, shareholders, for your trust and support. Thank you for your attention and approval.

Riikka Rannikko

attendee
#53

Thank you, Denise Koopmans. [Interpreted] Are there any comments or questions concerning the remuneration of the auditor and the sustainability auditor? If not, we can approve this according to the proposal. And then item 15, election of the auditor and the sustainability. For the auditor. Are there any questions? Any comments? No comments, so we can approve this proposal as well on item 15. We still have the authorizing the Board of Directors to decide on the repurchase of the company's associates. So this is just like the previous years, so this is item #16. It is exactly the same authorization as last year that was approved. So within the authorization, no more than 16 million of the company's own shares that the company would be authorized to repurchase and this corresponds to approximately 9.8% of all shares of the company, and this also includes an authorization to decide on a directed issue and this would be valid until the end of next year's Annual General Meeting, any request for the floor on this. Hence, we have adopted and authorized the Board to decide on the repurchase of company's own shares. And then item 17 also authorizing the Board again, identical to the one that was approved last year. So this is authorizing the Board to decide on issuance of shares, option rights and other special rights entitling to shares and this applies to new shares as well as the conveyance of the company's own shares. So it's a kind of a counterpart to the previous authorization, and it involves no more than 16 million of shares, conveyance and corresponds to no more than 9.8% of all the shares of the companies and the conveyance of the company's own shares shall not exceed 60 million shares, and this also involves the authorization for the Board for a direct issue and we'll be also valid until the 30th of June 2025. And overall last year's similar authorization.

Riikka Rannikko

attendee
#54

There is one request for the floor here in the front. Please wait for the microphone.

Unknown Attendee

attendee
#55

[Interpreted] [indiscernible] 120 is my ballot number. This proposal is kind of the same as taking the hybrid loan in November last year. At least, I want to make a strong comment for the company, not starting to go for a directed issue as they're expanding their ownership holding of shares. The company can turn to the current shareholders if it needs more funding.

Riikka Rannikko

attendee
#56

Thank you. And this is, of course, allowing the current shareholders to participate in any potential issue. Do you want it to be recorded in the minutes. Is that enough? Any other requests for the floor? Hence, we have approved this authorization for the Board to decide on insurance shares, and we are now at item 18. All the items on the agenda of this meeting have now been discussed and all the resolutions are considered to have the -- shareholders having been in favor of these proposals, and they are recorded in the minutes and the minutes will be available to shareholders on the 1st of May. Since there is no other business, at 15:57, this meeting is closed. Thank you, and I wish you all shareholders a very nice spring. Thanks.

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