Esteemed shareholders, a warm welcome to you to Sanoma Corporation's 2026 Annual General Meeting to Sanomatalo Mediatori. It is possible to follow the meeting via webcast on Sanoma's website. At the beginning of the meeting, I would like to introduce you Sanoma's Board of Directors. As for 2025, the Annual General Meeting decided to elect to the Board of Directors as Vice Chair, Klaus Cawén. And members, Julian Drinkall, Jannica Fagerholm, Rolf Grisebach, Anna Herlin, Sebastian Langenskiöld, Timo Lappalainen, and Eugenie van Wiechen. Eugenie van Wiechen, unfortunately, cannot attend the meeting today, but she is also following this meeting via webcast. I am Pekka Ala-Pietilä, and I am the Chair of the Board of Directors.
According to the article association, the board is elected for one year at a time, and the Shareholders' Nomination Board has been preparing for the AGM a proposal as for the number of members and composition and remuneration of the board members. We will deal this later on items 11 and 12 of the agenda. As for the current members of the board, Anna Herlin and yours truly, Pekka Ala-Pietilä. We have announced that we are no longer available to be elected to the Board of Directors. Anna Herlin has been acting since 2021 in the board. Anna, in your way, you have a way of thinking and to look at the world, and you have been thinking new and very important points and questions to the common thinking of the board and to our decision-making.
A warm welcome, Anna, to you for this multi-annual commitment and the valuable input that you have had in order to develop this company. Thank you. The Nomination Board proposes as new members to the board, we shall elect Tiina Alahuhta-Kasko. In addition to that, the Shareholder Nomination Board proposes as Chair of the Board, Timo Lappalainen, and furthermore, Vice Chair, Klaus Cawén. Tiina Alahuhta-Kasko will be presenting herself later during the meeting. As for the Nomination Board, they evaluated that as for the individual candidates in each of their competence and also the entire board as a whole that is proposed, has, from the company's perspective, diverse knowledge and experience, and that the composition of the board fulfills also other covenants go to listed company requirements.
As for the past Chair of HR Committee, Julian Drinkall, he will later present to the meeting remuneration report that includes also the remuneration main points for the managing of the CEO of the company. Sanoma is a company with point of learning and media. We have a tech impact on lives of millions of people. This company is a leading operator in Europe in basic education and secondary education in print and digital learning solutions. Here in Finland, we are a leading digital multi-channel media company. In 2025, during the year, we have according to strategy, we have been progressing as for digitalization of our services and products, and we have continued with both of our businesses, the development of capabilities therein, and also reinforced our financial position and our cash flow.
Because of this, we have a clear secret to use the growth opportunities opened on the market. As for the strong financial position, because of that, we have diverse opportunities to develop and also expand operations of the company and also progress on our growth path. As for the objectives of the company, the annual and wanted to adjust the EBITDA growth for 2026 and 2030. In the Learning business area, our objective is to accelerate the growth of business through the reforms of curricula, in particular in Spain and in Poland. There is AI-based, more individual learning development cases and also strategic acquisitions. In Media Finland, we will continue and even accelerate our digital transformation and the drivers that are AI and advertising major growth because of gambling market that shall open during 2027.
As for AI, AI-based technologies usage opens many opportunities to Sanoma Corporation to build the future competitiveness of the company. Use of AI today is already integral part of the way we work in both of our business areas, and we have a focus on the responsible use of AI, so it is served by human beings. In our learning business, we will improve the AI-based way of supporting teachers and also supporting individual learning of pupils. In the media sector, we have expanded or have implemented more projects on content development where AI is being used in the editorial work to, of course, be ensured by our experts. As for sustainability, that is part of our values, and it is in our way of working. We are committed to environmental and social aspects and good corporate governance that give long-term value, sustainable growth, and transparency for investors.
ESG valuations are multiple, say that Sanoma is the leading company in sustainable of its own business sector and in leadership and in reporting as well. The objective of Sanoma Corporation is to have dividend policy, I said, to speak to ever-growing dividend that is between 40% and 60% of the annual free cash flow. As for the dividend proposal, as we were crafting the proposal, we take into account the general macroeconomic environment, Sanoma's capital structure, and also capital structure objective set, and also Sanoma's business plans and investment needs, and furthermore, previous year's cash flows and all estimates of things that will affect future cash flows affecting the capital structure. The board proposes an increase in EUR 0.42 dividend per share for 2025. Previous year, this dividend was EUR 0.39. So EUR 0.42. That corresponds to about 43% of cash flow.
On top of that, the board also proposes that the dividend shall be paid in three equal installments of EUR 0.14, because there is seasonality in the cash flow of the company. Esteemed shareholders, I would like, on behalf of the corporation, thank you all for your support and your confidence during the past year. I would like to also thank employees of Sanoma Corporation. Thank you, management, for your valuable input and contribution and commitment to the development of the company, and also thank you for good results during 2025. On top of that, as I leave the position as chair of the board after 12 fruitful and eventful years, I would like to personally thank the management with whom I had a chance to work, Susan Duinhoven, Rob Kolkman , Pia Kalsta . I thank you for excellent and trust-based collaboration.
I want to also thank the current and former colleagues in the Board of Directors. Thank you for great teamwork, and thank you for the ability to decide things together, even when things are tough and difficult. You, esteemed shareholders as well, thank you for confidence throughout this whole period of time. I will wish you good and interesting Annual General Meeting. Next, we shall elect a chair to this meeting, and I propose Attorney at Law, Riikka Rannikko, to be elected.
Good morning, esteemed Sanoma Corporation shareholders and members and participants. I am Riikka Rannikko, and I will be the chair of this Annual General Meeting. Thank you for your confidence, and I will call as secretary to the meeting, Eerika Halme Lampio. The CEO, Rob Kolkman, is already seated next to me. He is ready to give his review, and he is ready to answer your questions.
Before we will reach that point, there are some procedural matters in relation to the meeting. Welcome also online, those who are following this via webcast. Welcome to the meeting to listen and follow what is happening here in the venue. You also have the chat functionality available, so you can ask questions. These are unofficial questions, but you can ask questions during the meeting and the review of the CEO. The language of the meeting is Finnish, but you can address the meeting in English or in Swedish. Swedish now. [Non-English content] Questions are welcome even in the English language. As for the CEO's review and also Audit and HR Committee presentations will be held in English. We have some of this interpretation for you. We have receivers as well.
If you do not have a headset yet but would like to have one, please raise your hand now so it will be brought to you. As for participants and those who address the floor, we will record this for the use of the company and the CEO's review, and there is a recording available after this General Meeting on the company's website. Whenever asking for the floor, that is most welcome. As for the points of the agenda, if ever you ask for the floor, please first wait for the microphone to be brought to you and tell your own name. If you are representing another shareholder, please indicate that shareholder's name and also your voting slip number. After that, you can ask your question. Then it is a good time to make sure that your mobile phones are muted to silent mode.
If ever you leave the meeting, please, in the midst of the meeting, please leave the voting slips to meeting officials. If ever there is an evacuation of the premises, hopefully not, we will have professional guidance, so there will be announcement made for the exits, and the exits are over there and they are by the art kiosk as well. Hopefully, we can continue this meeting in this venue without any disturbance. As for the advanced voting, that opportunity has been presented, and that opportunity has been used to a large extent. I will not read out loud the advance votes cast during the meeting, but we shall take note of them due to the agenda items, and the summary of the advance votes will be attached to the minutes of the meeting.
As for these resolutions that were put on the subject advance voting, they are considered to be unchanged during this meeting. If ever there should be a vote, I will give you instructions separately on that. We have the agenda. You have been given the agenda. It is also available on the screens right now, and we will follow that agenda throughout the meeting unless I announce otherwise. Now we will reach item number three. This is a suggestion. We elect two persons to scrutinize the minutes, who, at the same time, if needed, will supervise the counting of votes as well. In the preparatory works, there is a proposal made already. Laura Saarikoski and Karl Julin would be available for this task. Are you here? Are you still available? I see one person hand up. That is Laura Saarikoski. Yes.
If this is suitable for all of you or are there any other proposals? No other proposals. In that case, Laura Saarikoski and Karl Julin are elected as persons scrutinize the minutes and also if needed, they will supervise the counting of votes as well. Then item number four. This is recording the legality of the meeting, and the notice of the meeting was published on Wednesday, 25th of March, Stock Exchange release and also announcement of the meeting was in Helsingin Sanomat newspaper on Saturday, 28th of March. Various situations by Wednesday, 29th of April , and then we registered the date was a bit later, and the meeting materials have been available according to the law stipulated by the law. Therefore, this is legally convened and has a quorum.
Unless you have any other views on that, I confirm that and will append the notice to the minutes. Then item five. This is recording the attendance at the meeting and the adoption of list of votes. Those who have right to vote are the shareholders who have owned through shareholds on the record date, shares of the company who have registered to the meeting and have voted in advance, or you are here present with a voting slip today. We have here a list of votes.
At the beginning of the meeting, the situation is very hard moment because I know there are so many numbers coming up right now, but 117,994,279 shares and votes represented at the beginning of the meeting, and that is 72.6% of Sanoma all shares and votes. Here presented 178 shareholders and total pre-votes, 327 shareholders. We shall confirm this list, at the beginning of the meeting. This is how we start, and we will make an update to the list if needed during the meeting. [Euroclear] has prepared the list for us, and they have announced that there have not been any problems related to the advance voting or ensuring the correctness of the vote slips. On top of you, shareholders, partially also here.
All members of the board, with the exception of one person as Chair of the Board, have said. Then we have here also management and employees of the company and technical staff as well. I said online webcast as well. This is the composition and including the principal auditor actually as well. We will continue the meeting. I think this is suitable for all, and therefore we will list the votes and will be attached to the minutes. Now item number six. This is presentation of financial statements, Board of Directors' report, and audit report, and assurance report of sustainable report, and they are presented for 2025. The said documents have been all presented in the financial statements materials from 31st of March onwards, and they are also available here at the meeting venue for you.
Right now it is good time to call the CEO, Rob Kolkman, to take his seat or the approach, and then he will give his view on operations of Sanoma 2025 next. He will also call Pia Kalsta during the presentation. Mr. Rob Kolkman will now review the events and performance of the financial year 2025. Mr. Kolkman, please proceed.
Thank you very much, and good morning, everybody. It is my great pleasure to present the overview of 2025 to you today. As mentioned, I will be doing that together with Pia Kalsta, our CEO of the media business. Before we go into the presentation, I would like to start with expressing my deep appreciation and big thank you to our outgoing Chair, Mr. Pekka Ala-Pietilä. Pekka has played a key role over more than a decade in the transformation of Sanoma into the company it is today, resilient, focused, and with a really exciting growth future ahead of us. So Pekka, on behalf of all of us, thank you for your leadership, your partnership, and your great role modeling for all of us. Thank you.
Let me now start the overview. To start it off, it is good to highlight again the two clear businesses we have within Sanoma, with clear strategies that we continue to execute on. They really play an important role in society across Europe. A leading European K12 learning business, where we serve, support 25 million students and their teachers on a day-to-day basis, really in the classroom with our high-quality learning materials, with the methods, but also increasingly with very personalized learning solutions. I will touch on that a little bit, and you already saw when you entered here today, the latest developments on that as well towards our teachers too. That is the first part.
And then, of course, the second part here in Finland, very much the number one digital cross-media company, where we pretty much reach all Finns on a weekly basis with our newspaper, with TV, radio, and the events. A lot of that is actually happening in this fantastic building here, where the content is created. We also have what I consider a very unique sustainability profile. We really try to have that impact on the lives of millions of people on a daily basis. I will touch on that a little bit later again.
If you think about what we have been focusing on as a management team from a more operational business point of view, then we have been really trying to deliver on what we promised to you as shareholders, which is highlighted here, which is improving the profitability both in learning and media, improving the cash flow, and as a result of that, significantly deleveraging the balance sheet, which enables also that future growth that we talk about today as well. I am pleased to see where we have made those developments very successfully, and we will continue to focus on that also in the years ahead. If you look at it a bit more in numbers, then 2025 was just above EUR 1.3 billion in revenue, with 57% coming from our learning business.
Then on the profit side, where we saw growth again, we see that 76% is coming from learning. So we have really made that transition and continue to make that transition as an organization. Let me say a few words around sustainability, because that is not a sort of term just that we use. It really is what we try to do on a day-to-day basis. There is a lot of passion across Sanoma in trying to do the right thing here, and that is both in learning as well as in media. That links to that positive impact we try to have on society.
Just to give you an example of that, if you think on the learning business in 2025, we really focused on enhancing accessibility of our learning content, and that really ensures that we try to have as many students and children as possible, that they can benefit from more personalized learning solutions, that they can also use all the fantastic content we developed for them across Europe in those 25 million students. We also launched what is called a Learning Right Accessibility Guidelines for our organization to really improve on that further going forward as well. But in media, and I think we can all agree on that, it is very, very important if we think about children to also support media literacy, particularly of young people.
In 2025, one of the things we did was an initiative called News Week here in Finland, where we worked really together with schools to help the children to recognize journalism, to recognize quality content, and also to distinguish from other content that they might come across, and to navigate information in a responsible way. That progress that we are making, I think, is also reflected in the recognition we get in what you can see here on the right-hand side, the awards. That, I think, is really a result of the focus we put on this. One to call out was our status on the CDP's Climate A List, where we are actually only one of 11 Finnish companies to reach that status.
In our view, it really reflects our commitment to transitioning towards a low carbon economy, but also to make that impact in a sustainable way. Let me now zoom in a bit more on learning and media on the results. On the learning side, we really saw that continuation of growth in our learning content business, which 2025 was our last year, where we saw, particularly in our bigger markets, Poland and Spain, the lower end of the cycle. I will touch later on a bit on the growth path ahead, because those two markets for the coming years are going to really show strong growth. Even without that, we also saw in other markets really good growth on the learning content business, and we expect that very much to continue.
Something else I would like to highlight here is that in Poland, we do really see also very strong demand from parents, from students directly into our solutions. To give you one figure on that, we now have 1 million subscribers directly with parents who use our content and who use content that they then can support their own children in the day-to-day learning activities. The last thing to mention here as well, we have continued with stepping out of this low value distribution market in the Netherlands, and 2026 will be the last year of moving out of that. So within that, and ahead of very strong growth in the years to come, very pleased to see that we improved further on the operating profit in learning and also on the margin as a result of that.
Let me now zoom in on media a bit more specifically. There, the trend very much continues that we have seen for years. We are working very hard, Pia and the team, to do that transformation, digital transformation successfully. If you look at it from results, then we do see continued growth in our subscriptions. That is Ruutu+, but that is also our digital news media subscriptions. So that is very good to see. Obviously, we do that in a context where the economy, also here in Finland, is, as I called it this morning with the quarter one results, is still very much volatile. So that is also reflected in our numbers if you look at the advertising sales in particular. Now, very pleased to see how the team continues to work very hard to also work on the costs and improve those on a continuous basis.
That is reflected, as you can see here as well, in the improvement we then have on our margin and our profit. That is around the media side, and Pia will bring that to life a little bit more in a minute, if you think about what have we done specifically across our media business here. Let me tell you a few words on the deleveraging of the balance sheet. That has been a key focus, as I mentioned, and we have continued to improve that significantly. That is important. It is important, of course, if you think about it from the ability to pay our dividends, but also for the growth. You saw one element of growth last week when we actually announced a further acquisition in learning in the Spanish market with Vicens Vives.
We are very pleased about that because we truly believe that creates a lot of value for all our stakeholders, and especially also for you as shareholders. Because we really benefit from the scale in a market where we already have that kind of strong position. We can do that because of the focus also on cash and the deleveraging. We intend to continue to do that going forward as well. If you link it to the free cash flow, that continues to improve. Obviously, as mentioned, couple of points there. Yes, there are elements on the working capital that we continue to improve on, really focusing on that. Also, some lower financing costs of obviously the higher earnings, and then partly offset with some higher taxes.
Really that is the mix that you see there on the free cash flow, and it remains a key focus clearly going forward as well. One thing to highlight, we had a Capital Markets Day at the end of last year where we also updated our calculation of the free cash flow to better reflect what really is cash. That means we have the lease liabilities now included. There is no change in how the board, as Josef explained, looks at the calculation of the dividend, but it is good to realize when you see us use the percentages. That is actually reflected here where you see what already was presented by the chair, the proposed dividend of EUR 0.42, that is in the new definition, 53% of our free cash flow. As mentioned, the proposal is in three equal installments.
Let me now touch on the topic that we spent a lot of time on across our organization, and that is how do we use AI in a responsible way. I am very, very pleased with how that is progressing in our organization. I think it is very exciting. Overall, there is a lot of growth opportunities for us as an organization, both in learning and media, if we do this well. The thing I would really like to highlight is that we are very focused in doing that in a responsible way with real human oversight. That doesn't mean we can't make mistakes on that, but we have to learn quickly, and we also need to make sure that in all these areas, we continue to be the leader when it comes down to the use of AI in our fields.
What that specifically means, and you saw an example here already today when you walked in, we really try to make the learning experience for both the teachers and the students more and more personalized. The AI teacher assistant that you saw at the entrance, and if you haven't seen it, please do have a look later, really goes to that. Because it tries to make the life of a teacher as efficient as possible, help with generating exercises, help with generating personal lesson plans. That's only the beginning. There's a lot more in that area to come, and we do that built on our trusted high quality content. A lot more to come there, but that's the kind of thing where in education you can really make a difference with more and more personalized learning solutions.
Of course, we can do that at scale across Europe with the scale we have created over the last years. On the media side, there's a lot going on. I always advise people to also follow our journalists on LinkedIn and other platforms if you have it, because there you really see firsthand the new developments. You saw here also at the entrance, the Watchdog example that we use in the journalistic side. It's very exciting because it really can help with smarter, more intuitive, and more personalized products as well for all of you here in the room, but of course, across Finland too. That really continues to be a key focus point. Again, a lot more to come there, and you will see that firsthand if you follow us in the media. Then on productivity.
I think that's an area where we already see in the day-to-day work, and I gave to David the quarter one results examples again of that as well. We really do see that our day-to-day work is enhanced with the use of AI. More efficient, more efficient content creation. Really things that would cost a lot of time before in learning, for example, something like translating content, goes now up to 80%- 90% faster. So it really is a key enabler for ultimately better solutions that we can provide to our teacher students and to our customers here in Finland. So there's a lot more to come there. Again, like everybody, we are learning, but we are trying to learn fast and also to embed new solutions all the time. But as I said at the start, always in a responsible way and with human oversight, in all areas.
That's an overview, I think, of a key topic. I'm happy to take any questions on that later as well. But let's now first hear from Pia Kalsta around the year within Sanoma Media Finland . Pia, please.
Thank you, Rob. Thank you. A very good morning to you, ladies and gentlemen. It is a great pleasure to me to be here today. In Sanoma Media Finland we have succeeded in the digital transition in an excellent manner, even in the challenging environment of the past years. I am looking ahead with enthusiasm. We have an excellent position to utilize the AI, and the gambling market opening will bring new growth to the advertising. Before we look at these details, let us take a look at the year 2025 in Sanoma Media Finland . Let us then take a closer look at the kind of company Sanoma Media Finland is today. We have a unique position in Finland. The brand portfolio reaches 96% of all Finns on a weekly basis, and digitally we already reached 89%.
As far as I understand, there is no stronger position with any media company in Finland or globally. Our customer relations are also exceptionally strong. Our clients come straight into our digital services. That means that we are not dependent on the traffic on Google or in the social media, which is the case for unfortunately many media companies globally. Two-thirds of our turnover comes from journalism. 1/3 comes from entertainment. When we look at it from the other way around, over half of the net sales comes from consumer, from subscription revenues. A bit about half come from companies, i.e., the advertisement revenues. Rob went through some net sales figures we had, net sales of EUR 581 million. Even in this financial situation, we managed to improve our profitability to 8.2%, which shows our ability to grow digitally while taking care of our profitability.
I am often being asked, "At what stage of the digital transition are you?" Or "When will you be ready with the digital transformation?" My answer to that is that the digital transformation has been going on for over two decades, and it is going to go on even longer. Now we have the AI accelerating it. When we look at the past ten years only, our digital reach was on a high level already a decade ago, 70%. Now it has risen in ten years to 89%. The biggest changes, however, have taken place in our business models. Looking at subscriptions, digital-only subscriptions, we had about 8% a decade ago. Now the share of digital subscriptions is over 50%. We also get hybrid subscriptions on top of that, where people have both print and digital content in their subscriptions. During these 10 years, operations with TV have changed.
It has become digitalized and in the digital production, the focus is more and more on consumer subscriptions. This development is now being driven by AI. When we look ahead, our strategic focus is very clear. The basis is the continuous digital growth both for marketing and the consumers. This is a very persistent long-term development. We want to develop our content as well as how we offer and commercialize them. We also develop our print products, our TV channels, radio channels, so that our customers would get their money's worth as well as their time's worth, so to speak. I dare to say that our digital confidence is very strong and it has also accelerated the introduction of AI. We utilize AI both in the development of our products and services, as well as in improving our profitability.
I am very proud of how fast and systematically we have grasped the opportunities that AI can offer. AI is a tool for us. People are always responsible for content and decisions. We are also currently preparing ourselves for the gambling market opening. For us, it means a growth in advertising net sales as of July 27. A high reach and an extensive portfolio makes us an attractive partner for gambling operators. We are also going to reinforce our offering in content ahead of this opening of the market. In the beginning, the new license holders will be building their brands and preparing for the opening of this market also means that we are defining policies so that the customer experience would be good both for consumers as well as other advertising customers. We are going to, for example, restrict the volume on gaming advertising.
Let's take a closer look at AI. We consider it a significant opportunity to improve both productivity and customer value. The way we approach AI in the media business is we have two ways of approaching. We talk about top-down and bottom-up approaches. When I talk about top-down, that means that we are looking at the big processes of our company and we are automizing them. At the same time, every employee can develop their own work with the help of AI, and that is bottom-up development. Already we have developed our products, for example, by personalizing them and giving new versions of them. As many have noticed, you can have the news in audio form and in a compact form.
We are now seeing only the early stages and the whole development will improve our profitability, but it is also going to give us more time and resources to develop our products so that we can offer broader, deeper, and better services in the future. I do believe that we are also going to offer new content products and business models that AI can enable for us. I also want to believe that AI will finally make our work more meaningful when routine tasks will be automated. We can focus on what is at the core of our work and what is important. For example, we journalists will have more time to be there out in the field, discuss with people, and analyze content. It might actually be a good time to look at a video of what is currently going on in the media.
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[Non-English content] Thank you to Erja, Johanna and the other journalists for their comments. I'd like to remind you that at the entrance you can take a look at our AI tool that we have in use for finding news stories and it's called Watchdog, so I hope you'll have time to take a look at what AI can mean in practice. Now I'm going to sum up what future will look like from Sanoma Media Finland's perspective. In Finland, we have a brand portfolio and strong customer relations. We have a strong position and we intend to continue the growth with Ilta-Sanomat, Helsingin Sanomat, these national big brands. We have already proven our ability to adjust to the changes of the market, to grow digitally and to come up with profitable business even in challenging environments.
The AI will allow us to develop our operations in a way that will make our products and services even more attractive to customers while improving profitability. In addition, the opening of the gambling market will bring us the desired growth in the advertising market, and it is going to reinforce our business profitability in the years to come. We have a strong basis and inspiring outlook on 2030. Thank you.
Thank you, Pia. Let me now spend a few words on looking ahead and our growth path to 2030, which from our perspective is very exciting and shows a real step change in growth. We actually presented that in 2025 at the end of the year in our Capital Markets Day. The key element there is reflected here on the slides, which is really a path towards high single digit earnings, profit growth across the whole of Sanoma. That is driven by a few key aspects in this.
On the learning side, we really see strong growth ahead of us, both from a curriculum point of view, the cycles that we see in our key markets, really starting also in 2026, but also shaping the K12 market with the things that we touched on today, and particularly, of course, the personalized learning solutions that we now with our scale, can roll out across Europe, across those 25 million students. Of course, we also continue to focus on further increasing that reach with our M&A strategy there too. That is on top of the strong organic growth. On the media side, as Pia and I both highlighted today, of course, the starting point is to continue with that successful digital transformation. So increasing the subscriptions in a digital way with Ruutu+, but also on the news side.
At the same time, we do that, of course, currently in still a challenging economic backdrop, and we deal with that, and I am very pleased to see that we can also do that from the right cost containment as well. The real excitement going forward is also that we see there strong growth ahead of us, partly also driven by this opening up of the gambling market that Pia already highlighted, and that we will approach in a very considerate way. Of course it is a real increase in advertising revenue we expect there.
We will do that against the backdrop on continuing to deliver what we promised to you around focusing on the profitability, focusing on the cash flow, and therefore also that continuous focus on a strong balance sheet that enables us to not only pay the dividends, but also to continue with the growth that we've highlighted today. This morning, we mentioned and published the Q1 results, which is of course also always a seasonally small revenue quarter, but it very much shows that we are on track. What we also continue there is our outlook for the year, because we feel we are in a very strong and good position to deliver. At the same time, of course, it is Q3 on the learning side that is really the important quarter. We're well positioned.
We have all the things in place to deliver on that, including currently strong sales in preparation of the curriculum changes, particularly in Poland and Spain, but also in the Netherlands. That's why we reconfirmed the outlook for the year. Of course, acquisitions like we did in Spain will really further enhance that also in 2026, but also going forward. Before I open it up for questions, I'll hand back to the chair. Really, the focus for us will remain in the coming years on enabling the positive impact on the lives of millions of people every day across the markets we operate in, both on learning and on the media side, really leading the way in the change and the transformation in both parts of our business and focusing on those strong business fundamentals. With that said, happy to hand back to the chair.
Thank you very much. Rob Kolkman, Pia Kalsta. Thank you both. Now it is time. Yes, of course, but it's now time also for questions. A reminder to you, those who are online, you can use the chat to ask questions. I'm sorry that I need to check my phone every now and then, but that is related to the chat questions. We have one free question and we'll start with that, so that was sent in advance, and then we move to the call. What do you think media business, how will it develop and what kind of changes, either investments or reductions, are planned in the coming years? It's a good moment to check with the interpretations working.
It's working. Yes. Very good. I think it's important to realize we are very excited about the growth opportunity we see in media in the coming years. That's really also a step change that we see there. Yes, that is partly driven by the gambling opening, but it's also that continued successful digital transformation that we see happening that increasingly will support stronger growth there too. We do that against a backdrop that certainly at the moment feels very volatile, and it is, and therefore you can also expect of us to continue to be really focused on what we can do on the cost containment. There it's always difficult to look too far ahead, but you can see that over the last years, of course, we have really built a track record on also adjusting our cost base depending on the realities of the economic situation.
But the real growth prospect is there also on the media side, and that is exciting to see.
Thank you very much. Then questions from the meeting venue, please. Then I see a hand up over there. So that is Sheila Balila. Please wait for the microphone number one.
[Kim Balila], go ahead.
Thank you, Chair. I am Kim Balila voting to slip 163. And quite simply, I am a simple man and I like simple numbers as well. So the group financial statements for 2024 was EUR 40 million profit. So the group financial statements for 2025 now have EUR 20 million profit. Now the Board of Directors is proposing a dividend of EUR 68 million. Nokia was making an art out of this, so the financial years have been embellished. Last year, the financial statements secured sort of a copy of that work. So my question to the Chair of the Board of Directors, you talk a lot about growth, but I cannot see growth. Your dividend proposals, does that eat up our future?
It does.
Chairman of the Board, please, will reply the questions of the caller. Please.
Thank you for your question. If I put this into a broader perspective now, as we remember, we've had discussions in Finland about Finnish companies' growth ability and will to grow, courage to set targets for growth, and that is the background. Is then dividend policy the right one? If we use money through dividends, if you think of cash flow and profit return, instead of using that money for growth investments. Well, embellishment, I will not comment that. It's not embellishment. It is not the case for Nokia either. I can't talk about that. But for Sanoma Corporation, we do have a dividend policy in place where we deal from free cash flow. Of course, you deduct certain things from it first, but then you distribute 40%- 60%. This year the number is 53%. It's calculated with a new method.
As you take this into account, then on the other hand, you see the structure of our balance sheet, it's a solid one. Then what is our way of investing into growth? I would say we're very confident here, and we realize that we have all the opportunities to implement, to get the growth that both Rob and Pia have been talking about here. At the same time, we are paying out dividend, which is between 40% and 60%. Yet in the backdrop, there is a strong cash flow, and the background also holds the ability to balance out these two things. That shareholder perspective, it means that the entire outcome, the dividend for you, but in particular value creation through growth is additional value. They're both well-served, and they are well taken into account. In this respect
There's a discussion with the board directors about this. It is a serious discussion because it is an important question, but the board is very unanimous here. This is also a way for us to be satisfied. We are very calm that we are able to get growth with this way as the management and the company has been taking things forward. That has enabled these two things to be in good balance. Thank you for your question. It is a very relevant question indeed.
Thank you. The dividend proposal indeed will be later on the agenda. That was perhaps also a business suggestion, but any further questions to the CEO? I see shareholder Sulanto. Microphone on the other side. Oh, there's the microphone. Go ahead, please.
Thank you, esteemed Chair. My voting slip number is 132. My question to the CEO, this relates to the balance sheet of the company. You said on the screen that the company has hybrid loan that's calculated to equity. My question is, how large of a loan is that? Who has given that loan to you? If you change that into shares, how much does that dilute the ownership of current shareholders?
Yeah, so that's an important question. Thank you for that. That loan was EUR 150 million. We actually have paid that off earlier this year. Therefore now, if you look at the quarter 1 results that we presented today, it is now replaced partly with our good cash flow. Partly, of course, it is now being replaced with senior debt. We have paid it off. From now onwards, you won't see that anymore in our shareholder calculations.
[Non-English content] Thank you for that. Any other questions? I see in the way back there. A microphone will be brought to you. Go ahead, please.
Esteemed Madam Chair, my name is Vesa Huustonen, and voting slip number is 56. Thank you for these clear presentations. My question relates to media business area and also in particular print media. I will give a background first. The Finnish economic environment has been lately described very nicely, so to say. It's like a phlegmatic teenager who will not take any responsibility, is not growing, and does not know what to do. So-called good times. Helsingin Sanomat newspaper had a number of announcements that was an indicator, very visible one, about activity level of economy in Finland.
There are other parameters as well, such as the truckloads or parameter related to taxis, and they all showed there is a very good purchasing power here in Finland back in time, also demand related to exports. Now, Helsingin Sanomat readers have every day an excellent coverage of the editorial work, but as for the eyes of the readers, you do not see these insights related to announcement, publicity, advertising. I am sure you have advertising digital content but print readers do not see that advertising. The print newspaper has market-driven supplements. That is the distribution channel for supplements. If you would say advertising and marketing relate that, you would then have prices set for that. I would say that your cash flow would be at a totally different level, also creative content, creatives, I mean, in advertising could shine and show their skills.
That would say that you have income from advertising and that would make reasonable subscription prices for the readers. My question is, what is the reader's view to these marketing contents or supplements that imitate editorial work? Can they take away credibility from you? Can they deteriorate Helsingin Sanomat's brand? Thank you. I think Pia Kalsta will be the person to answer my question.
You can answer it.
Do I have the mic on already? Yes.
Thank you for this question. You have made correct observations that the digital transformation is also visible in advertising being spread to a higher number of channels. But luckily, in the Helsingin Sanomat we still have advertising, and the level of advertising reflects the financial trends as you commented on. And it is true, we have advertising supplements inside of the printed Helsingin Sanomat, and for its part, it supports the funding as other advertising. So far we have not got feedback as to people getting confused about which is editorial journalistic work and what is advertising. And we welcome any feedback because using these supplements is handy to put together, and it also allows us to be able to carry the newspapers to your homes for a longer time.
Thank you. You had some excellent figures of speech there in Finnish. Greetings to the interpreters there. Any other questions here?
Yes, microphone three. Go ahead.
Esa Sarkama, voting slip number 62. A question to Pia. You talk about the AI a great deal, and you had a fine set of images from 2025, and there was one image that caught my attention. I believe it was created by the AI. There was a picture of Trump after having been shot, and that already took place in 2024. So, maybe that was a bit of a slip. And you talked about the print media being developed and as a reader of Helsingin Sanomat and the print media, I have been very much annoyed by the incorrect, not spelling, but the division of words, breaking down the words. So maybe that is an indication of using the AI for that. Then we have an article in Suomen Kuvalehti called "Jyviä ja akanoita" where Helsingin Sanomat is well represented.
Thank you very much for being so alert about the video. The AI is not creating these videos for us, and the footage, the images are genuine that we have there. And what was included in the video, probably the story about the shooting of Trump continued into the year 2025. But maybe the latter part of your question would be for Erja, so our editor-in-chief in Helsingin Sanomat.
Hello. Now, I could not see where the person was who asked the question. Thank you for the question. "Jyviä ja akanoita" was my favorite article in Suomen Kuvalehti when I was a child, and I do not want to make any jokes about that, but that particular column has good value.
Helsingin Sanomat also always has to correct its mistakes, and some mistakes we have made where we have used the language in not an ideal way, might end up in this column in Suomen Kuvalehti, these things happen. But I am going to answer to your question about hyphenation and the use of AI for that. When we have the layout of the print newspaper, we use AI to some extent, showing us better versions of images and texts on the page of the newspaper, but we have actual people creating the newspaper every day. And the hyphenation errors have to do with our system that we use that has some problems with the Finnish hyphenation, but I cannot promise that we can get rid of those problems immediately, but we are doing some work to delete that.
Thank you. Any other questions in the back?
I'll wait for microphone number two, please.
My name is Jari Pasanen, and the ballot slip number is 288. My question about the future of the print media. I'm an old fashioned person, as I'm sure many others here are, and I appreciate a proper paper newspaper. What about the mailing services, and the cost of that? How long will you be able to print out the newspaper and also to distribute it at home? When will you have to move over totally to a digital newspaper?
We are looking at that ourself in great detail. We foresee for the foreseeable future that print will remain a key part of our offering to our readers, and therefore, we're also making sure that we can safeguard the distribution of that as well. Those conversations are, of course, ongoing, and I'm very confident that that can also be done in the best possible way. Of course, the usage is changing over time, as we've also highlighted, to more digital. But really the focus is also to make sure that we can continue to serve on the print side as well. So definitely key focus for us.
There is a short continuing question. Thank you. You mentioned this "Jyviä ja akanoita" column in Suomen Kuvalehti, but there are also corrections column in Helsingin Sanomat where you need to correct some quite substantial errors, actually. You get those corrections in the printed media afterwards. But how about in the digital version? Is it so that you might actually be faced with a corrected version later on? Thank you.
Yes, it's true that once we observe mistake in the digital version, we correct it immediately. Then the same, there is also a note that there was a correction made into that. So it is also transparent that the original story actually had an error.
As to the printed newspaper, sometimes this corrections column is longer than the editorial chief would like, but in our environment, we have many operators who would not correct their errors in these digital times. I think it has some value in these times, even if it causes some uncomfortable feelings to us. We would hope to be more careful, but we think it is also important to show these mistakes.
Thank you. More questions? In the middle. Yes, please.
My name is [Anni Lassila]. I represent the Personnel Fund. 133 is my ballot number. Two years ago, a shareholder in this same event asked why Sanoma is not divided into two, as we've seen that the business areas don't really have any synergies and their growth outlook is different and their profitability was different.
At that time, I believe that the chairman of the board responded that they have agreed between the large shareholders that for two years we won't get back to this, and two years now have passed. I would like to ask the chairman of the board if you've gone back to this issue and what you've discussed on it.
The chairman of the board will respond. As you said, two years ago, this question was asked, and I responded that we will get back to it, and we have got back to it thoroughly. It is the board's clear opinion that we have two strategically strong business units, both of which have very promising growth and profit paths, as the CEO, Rob Kolkman, explained today. When we look at things, on one hand, we do have some clear synergies on the group level.
They might not be substantial, but we have no dis-synergies because they are being led as their individual units. There are many things that support this entity, making sure that it makes more sense to keep these two units together in one company. We have discussed it, we have taken decisions on this, and for the time being, this is not a relevant question, and we are going to continue with this company in this form.
Thank you. Any other questions? In the back. Go ahead, please. Thank you.
I'm [Johan Korkeaoja], my voting number is 277. I am actually for three Sanoma Oyj Newspaper subscriber mail, so it's print digital versions for all of them. The Satakunnan Kansa and Satakunnan Sanomat, these ones. Shouldn't the company attract more people, subscribers like me? Say, Satakunnan Kansa subscribers should be subscribing to Helsingin Sanomat, give them a fair discount, because the content and the editorial work and other content, there's quite plenty of it every day available.
Thank you for that question. Of course, we like to have as many subscribers as we can, and we are really also trying to tailor the offering as well as we can. You can see that happening day to day in our market. We really value, of course, also the subscribers very much who use the wide range that you just described. Definitely that is very important to us. Thank you.
Thank you. Any further questions? I see you there, [Mr. Balila]. You have a second question. Go ahead, please.
Thank you, Chair. Actually, it is not a question, it is a comment. This morning, the quarter report showed to me that hybrid loan has been paid back in March, indeed. If part of the Sanoma REIT is at 8% fixed return, I would say that for us shareholders, you should have way back in time, give us a priority to subscribe to that loan. But now with hindsight, it feels that there was a small insider circle who was able to put their hands into this charm instead of us smaller shareholders. Luckily, that loan was immediately being paid back and they did not continue with the loan. Thank you. It is a comment.
Thank you for that comment. Are there any other questions or any other requests for the floor?
I do not see any. In that case, I want to thank you for this. I will get CEO Rob Kolkman to take his seat, but we are still at item number six of the agenda. If you have any further questions, after a short while, I will allow you the opportunity to ask them. But next, in order to go through all materials related to financial statements, it is time to hear our responsible auditor and also assurance reporter.
Thank you, Chair. Esteemed shareholders, I am Tiina Puukkoniemi. I represent PricewaterhouseCoopers, who has been Sanoma Corporation's auditor since 2017. For me, this is the second year as the responsible auditor. Next, I will briefly describe to you the 2025 audit. As for the audit, we considered updating and covered the parent company and group financial statements. Over 50 experts participated in Finland and abroad in this audit. The target of the audit has been all substantial group company subsidiaries, and we have covered the majority of group sales, assets, and liabilities. The key audit matters this year have been valuation for the intangible assets, their valuation, and then the learning content related valuation, intangible assets, and also revenue recognition. On top of that, for the parent company, a key audit matter has been valuation of interests of group companies and receivables from group companies.
For all these key audit matters, the equal point is that they contain a lot of consideration by the management, and they are substantial in the amount. After the audit we carried out, we have no remarks to make. So briefly, the opinion we have made. In our opinion, the consolidated financial statements give a true and fair view of the group's financial position, financial performance, and cash flows in accordance with the IFRS accounting standards. On top of that, I would like to say about other statements. We support that the finances should be adopted, and the proposal by the board as use of profit is in compliance with the law. We also support that the members of the board and the CEO can be discharged from liability. That was related to the auditor's report, and next is the assurance report on the sustainability statement.
We have carried out internal cooperation, the Chapter 7 Accounting Act assurance report on the sustainability statement, and the level required by the law and market practice. The opinion is quite lengthy, so therefore, I will just say a summary. Based on the work, there is nothing that makes us believe that this company does not comply or with respect the regulations, laws, and standards given out. Therefore, the opinion is that it has been a standard form, clean report that you can find entirely on page 2020 of the annual report. Thank you.
Thank you, Tiina Puukkoniemi for this. Are there any questions related to the auditor's report or the assurance report on the sustainability statement? I do not see any questions, so thank you, Tiina Puukkoniemi. Now, this is the last moment for you.
If you have any questions related to the CEO's review and also making sure there is nothing on the chat. There is nothing on the chat. In that case, we are ready to conclude the discussion. So thank you for your excellent questions, and also thank you all for those who replied to these questions. I will now close item six of the agenda, and we will now move to item number seven, and this is the adoption of the financial statements. We just heard the main points related to financial statements and the auditor's report. They were in favor of confirmation and adoption of it.
So are there any requests for the floor, or are we ready to adopt the financial statements? In that case, we adopt the financial statements and the group finances for 2025 as proposed. The next item is number eight, and we have already touched upon this.
This is the resolution of the use of property shown on the balance sheet and the payment of dividend. The Board of Directors has made a proposal. You will find that proposal in the annual report, and the main points can be found shortly on the screen. So Chair of the Board, in the opening words, already went through the main points. The dividend proposal is EUR 0.42 per share to be paid in three equal installments, so EUR 0.14 per installment. The first one to be paid right after this annual general meeting. Record date is the 11th of May, payment date 19th of May. The second installment is September, and proposed to be record date 15th of September and payment date 22nd. The third one in November, and the dates are the 3rd of November and the 10th of November.
The proposal includes the authorization if needed for the Board to specify the further dates if it will be related to any changes in the statutes. As for this dividend proposal, are there any questions related to this or anybody asking for the floor? I see shareholder asking for the floor. Go ahead, please.
Thank you, Chair. I lost the vote related to dividends, but I would like to still make a note to the record to the minutes of the meeting. My opinion is that I do not approve that you pay out almost triple the amount of the profit of this year as dividends for last year. Thank you. I want to make sure, are you against this proposal or it is just a note to the minutes, your opinion? A note in my opinion is sufficient because I do not think there is any difference in practice.
Thank you for that. Are there any other requests for the floor? If not, in that case, we adopt the proposal as for dividend. Next item is nine. This is resolution on the discharge of members of the Board and the President and CEO from liability, and this concerns all individuals who have been to account the year 2021-2025, being either members of the Board of Directors or as the CEO. So for the entire year, we have Pekka Ala-Pietilä, Klaus Cawén, Julian Drinkall, Rolf Grisebach, Anna Herlin, Sebastian Langenskiöld, and Eugenie van Wiechen. And we also have Mika Ihamuotila until 29th of April 2025 and Jannica Fagerholm, Timo Lappalainen starting from 29th of April 2025. That was the Board and then the President and CEO for the entire past year has been Rob Kolkman. Are there any requests for the floor in relation to this item?
In that case, we adopt and discharge from liability the Board and the President and CEO for 2025. Item 10. This is consideration of remuneration report for the governing bodies, and this remuneration report is based on 2023 remuneration policy that was confirmed up there. We now have a proposal that was published on 31st of March relating in relation to the report. Before we will actually handle the item, we have the HR committee chair, Julian Drinkall, who will take the floor to present to us the main points of the remuneration report. Committee, Mr. Julian Drinkall will now take the stage and go through the key elements of the remuneration report. Julian Drinkall, the floor is yours.
Thank you, Chair. Dear Sanoma shareholders, good morning. My name is Julian Drinkall, and I am the chair of the HR committee. In this role, I would like to present you with Sanoma's remuneration report for 2025, and in particular, I will focus on the paid and earned remuneration of the President and CEO, Rob Kolkman. The total compensation paid to the CEO amounted to EUR 1.2 million in 2025. The base salary and the additional pension payment represented 60% of that total remuneration. The variable performance-based remuneration accounted for the remaining 40%. It consisted of short-term incentives based on 2024 performance, and they were paid in cash in April 2025. No long-term share-based incentives were delivered in 2025, as the payout of the PSP 2022-2024 was zero, based on below target performance in 2022.
Next, I would like to introduce the remuneration earned by the CEO based on Sanoma's financial performance and sustainability performance in 2025. The remuneration earned by the executive management team members for 2025 is linked to very similar performance outcomes. Regarding the short-term remuneration, the CEO's performance outcome for the STI 2025 was 111%. The target is 100%, and the maximum outcome is 150%. The earned STI reward has been paid to Rob in 2025, in April 2026, apologies. Sanoma's remuneration has followed the remuneration principles defined in the remuneration policy that was approved at the AGM in 2023. Next year, we will present that remuneration policy again to this AGM in 2027.
Last year, the Board decided to change the performance period of the share-based long-term incentives to measure performance ove three years with separately set annual targets while the KPIs remained unchanged. This approach is seen to support Sanoma's long-term value creation and align the interests of the shareholders and the management, while it is also largely in line with the market practice and also proxy advisors' recommendations. Finally, I would like to go through the long-term share-based incentives earned by the CEO in 2025. Based on the 2025 financial performance, the weighted outcome of 2025- 2027 PSP was 130%, and the CEO earned 51,125 gross shares from the first performance period of the 2025- 2027 PSP. The earned shares are paid in after taxes in spring 2028.
The plan continues with separately set targets for 2026 and 2027, after which the full payout will be determined. As of today, CEO Rob Kolkman holds 144,694 Sanoma shares and has fulfilled the minimum requirement of 75,000 shares since March 2024. On behalf of the HR committee, I'd like to warmly thank all of Sanoma's employees and management for their commitment and extremely hard work during 2025. I would also like to thank you, our shareholders, for your continued support.
Thank you, Mr. Drinkall. For this proposal, any questions related to this or any requests for the floor? I see one question coming up. Shareholder Sarkama, please .
My question relates to what you said on one of the slides. You said climate objective, 150%. What are these climate targets or objectives that are being set there? Again, to the CEO.
I think those are detailed in the remuneration-
Yes, but could you please just briefly explain to us what are these targets, sir, because you're the person who's sitting on top of this topic.
There are a variety of ESG targets.
Related to climate, please.
I would need to confirm exactly what the climate figures are, because I think they differ a little bit for different parts, this is Rob.
Yeah, I think they've. Yes, I'm sure these targets have been established in the sustainability report. As for the details, also as for targets set for the CEO here, unfortunately, cannot be set out right here and now. Sanoma Corporation is one of the companies that do set out sustainable reporting and objectives, and we have parameters indicators for that. Are there any further questions in relation to this? I'm sure after this meeting, if Shareholder Sarkama, you could approach CFO of the company so we can indeed get you that information. In that case, I think we are ready to adopt, and this is an advisory decision according to Limited Liability Companies Act. We now adopt the remuneration report as proposed. We then move on to Item 11.
As the Chair of the Board noted, we have an entity of three issues that have to do with the proposals made by the Nomination Committee, but the Chair, Juhani Mäkinen, of the Nomination Committee, due to a compelling impediment, is absent. Therefore, I invite the outgoing Chair of the Board of Directors and an expert member of the Nomination Committee, Pekka Ala-Pietilä, to present the proposals of the Shareholders' Nomination Committee regarding the remuneration of the Board of Directors, the number of members of the Board of Directors, and the election of the Chair, Vice Chair, and members of the Board of Directors. We shall hear this presentation and then proceed to these proposals point by point.
Ladies and gentlemen, shareholders, at the expressed request of Juhani Mäkinen and Sanoma's Shareholders' Nomination Committee, I present the proposals of the Nomination Committee to Sanoma's Annual General Meeting. The members of the Nomination Committee have been Juhani Mäkinen, a representative of the Jane and Aatos Erkko Foundation, who's also acted as the Chair of the Nomination Board, as well as Sanoma's second, third, and fourth largest shareholders, Antti Herlin, Robin Langenskiöld, and Rafaela Seppälä. The Nomination Committee submitted its proposal on the composition and remuneration of the Board of Directors on the 13th of March 2026, and now this shareholders' and Nomination Board's proposal on the composition of the Board is visible on the screen. Sanoma's Board of Directors must have sufficiently diverse competencies that meet the needs expressed in the company's strategy at any given time, experience that complements each other, and knowledge of the company's industries.
As a collective, the Board must have sufficient confidence to learning and media business, management of a publicly listed limited liability company on strategy work and M&A, technology and sustainability. In addition, on top of the candidate's expertise, experience, and competence, the most important nomination criteria are the personal qualities as well as high moral standards. The proposed composition and the proposed members of the Board of Directors meet these requirements as well as other legal requirements concerning the composition of the Board of Directors. The proposed composition also fulfills the Finnish Corporate Governance Code and the Finnish Companies Act's recommendation on Board diversity, as well as the target set by Sanoma's Board of Directors in 2023 of 40% representation of the underrepresented gender on the Board of Directors in 2026.
The term of office of all members of the board of directors will expire at the end of the annual general meeting 2027. In addition, all candidates for the board of directors have announced their availability for the position. Next, the proposal on the remuneration. You can now see the Shareholders' Nomination Board's proposal on the remuneration. The Shareholders' Nomination Board commissioned a separate report on the remuneration of the board of directors in 2025. According to this report, the relative competitiveness of the remuneration of Sanoma's board of directors has weakened, as the annual base remuneration of the board of directors has not changed since 2020 annual meeting. The remuneration of the board of directors is an integral part of the good governance of the company. A competitive and appropriate level of remuneration supports the board's ability to attract and retain competent, independent, and experienced members.
In recent years, the responsibilities and workload of board work have increased as a result of, among other things, the increasing complexity of the regulatory environment, strategic changes, and the increased internationalization of the company's operations. The aim of the development of remuneration is to ensure that the remuneration of the board of directors is proportionate to the demands of the board work, the size of the company and the peer group, and to support the company's long-term success and the interests of its shareholders. The Shareholders' Nomination Board considers that the proposal for the remuneration of the board of directors meets the requirements set by Sanoma's board work and supports the commitment of a good board of directors that is in the best interest of the shareholders. This was the statement by the Remuneration or Shareholders' Nomination Board.
Thank you, Pekka Ala-Pietilä.
We will now take the proposal of item 11 first, so decision on the remuneration of the board of new members and the members of the board of directors. It has EUR 3,500 for the chair of the Shareholders' Nomination Board. Then EUR 2,500 for any meeting they are present, and EUR 1,500 where they participate. Any requests for the floor? Shareholder Sarkama.
Just out of interest, I would like to ask how much the remuneration increases in this new proposal for the board members compared to the previous year.
Chair? What is the increase? Just a minute. We will get the response. Pass the microphone in. Give you the microphone here.
The increase is from EUR 72,000- EUR 80,000. For the members. For the chairperson, if I recall, it was EUR 144,000 the year before, and it is now EUR 160,000.
I cannot hear you.
Roughly 10%.
That is right, 10%, and the last increase was six years ago.
Thank you. Are there any other questions? Over there, shareholder Sulanto.
Thank you, Madam Chair. My ballot slip was 132, if I recall. How do you argue for this remuneration for the members of the Shareholders' Nomination Board? Because it is a fully voluntary activity.
You can participate or not participate. Each shareholder can decide for themselves. Many companies pay no fee whatsoever to the members of the Shareholders' Nomination Board. This is the rules of the Shareholders' Nomination Board with there is a charter, and it is true that these practices vary. This practice has been in place in Sanoma Shareholders' Nomination Board from the very beginning to get fees for the members. I do not know if you have any more comments on this, but this has been the practice in Sanoma since the beginning.
Are there any other questions? Hence, we confirm the remuneration according to the proposal. As item 12, we have the resolution on the number of the members of the board. We want to move from nine members to eight members. Any questions on this? Hence, we adopt the number of the members of the board to be 8. Then we have the election of the members, the Chair, and the Vice Chair of the Board of Directors. Then we want to reelect seven members, who you can see on the screen. Then we will have Tiina Alahuhta-Kasko to present herself. She is now a candidate to the board.
Good morning, ladies and gentlemen, shareholders. My name is Tiina Alahuhta-Kasko. It is a great pleasure to be a candidate for the Board of Directors for Sanoma.
I have a Master of Science in Economics and Business Administration, and I am acting as the CEO of Marimekko, and I have been in this position since 2015, and I have been employed by the company already since 2005. In addition to my career in Marimekko, since last year, I have been acting as a member of Kesko's board, and before that, I was six years in Finnair's Board of Directors. Ever since I was young, I have had a genuine interest and passion for learning and self-development. This was certainly partly inspired by the fact that both of my grandmothers were teachers. My interest in this theme is also reflected in the fact that I have served as a member of the Aalto University board and also as a member of the foundation board of the Swiss business school, IMD.
Sustainability is also close to my heart, and therefore I have also been a member of the Climate Leadership Coalition for several years. Sanoma speaks to me about the opportunity to make a positive impact on the lives of millions of people every day with its innovative learning products and services and multi-channel and dynamic media offerings. Education plays an important role in unlocking each child's own unique potential, and thus, I feel personally very meaningful the fact that in the Sanoma, there is an opportunity to be involved in supporting the development of future generations. In today's world of uncertain and tense geopolitics and trade relations, reliable and independent media and ethical journalism have a very important role in the realization of democracy and its preservation. This mission, too, is important to me personally.
At Sanoma, meaningful purpose of its business comes together with its social impact as strategy for sustainable and profitable growth and a strong commitment to sustainable development. I believe that with my experience and expertise, I can bring to Sanoma new perspectives. For example, on growth strategy work, the development of strong brands, customer centricity, sustainability transformation, and industry transformations as drivers that strengthen competitiveness. Thank you very much.
Thank you. Any questions regarding the election of the members of the Board of Directors? Shareholder Balila.
Thank you, Chair. I welcome Tiina. You mentioned the reasons why I am a shareholder of Sanoma. In my previous comment, I asked the Chairman of the Board whether we are eating up our future with this dividend payout.
I'm not opposing to the election of other members of the board either, but I wonder why the board has members who haven't dared to buy a single share of Sanoma. Thank you.
Thank you for this comment. Any other questions regarding the members of the board? In this connection, I should mention that according to the proposal, Timo Lappalainen would be the chairman and Klaus Cawén the vice chair, and that the term of office would expire at the end of the next annual general meeting following this election. If there are no further questions, we are adopting the election of the members, the chairman, and the vice chairman of the board according to this proposal. Before we move on to item 14, I will now give the floor to Timo Lappalainen, and he is now the new chairman of the board, just elected. Thank you, Madam Chair.
Shareholders of Sanoma and their representatives, I thank you for the confidence you have shown on behalf of the newly elected board. I myself have the honor and responsibility to be elected as the chair of the board of directors of Sanoma. Sanoma is a company with a strong history and a clear direction. It is built on high-quality learning and responsible, independent media. Both our learning and media businesses have a clear strategic growth path and ambitious financial targets. The company has a strong financial position that enables an investment in growth and the payout of growing dividend.
As the chair of the board of directors, I see it as my task, above all, to ensure that this strategic line will continue in a consistent manner and that the company's management will receive expert and constructive support for their work from the board of directors. Anna Herlin acted as a member of the board for five years, as Pekka Ala-Pietilä mentioned, in 2021 through 2026, and her input in developing the company as well as in the board work has been significant. I want to thank you very warmly for the many years of your work for the benefit of the company. At the same time, this is a good moment to stop and thank my predecessor, Pekka Ala-Pietilä. Pekka has been a member of Sanoma's board of directors since 2014 and chair of the board since 2016, and his impact on the company has been significant.
During his tenure, Sanoma has reinvented itself and clarified its strategic focus by growing its learning business. Thus, Sanoma has risen to its current position as a leading learning company in Europe and strengthened its position as Finland's leading multichannel media company. Pekka's way of leading the board of directors, that we as the members of the board have enjoyed and followed, his way has been analytical, and it has looked to the future while respecting the company's values, and it has left a strong foundation on which to build further. I would like to express my warm thanks to Pekka on behalf of the entire board of directors and the Shareholders' Nomination Committee. At the same time, I propose that the minutes of the annual general meeting include thanks to the company's long-term chair of the board of directors for his significant contribution to the development of the company.
On behalf of the Board of Directors, I would also like to thank Sanoma's management and personnel across Europe. The company's success is created in everyday cooperation, the expertise of teachers, suppliers, developers, salespeople, and many other professionals. It is the duty of the Board to support you in this work in the best possible way. Thank you for your trust. We will all continue to develop Sanoma together.
Thank you, Timo Lappalainen. We will note it in the minutes then. At item 14, we will move on to a different topic. In two items, we are going to discuss the auditor and sustainability auditor, and we will hear Rolf Grisebach, the Chair of the Audit Committee, to present Board proposals regarding remuneration and election of auditor and the sustainability auditor. After that, we shall continue with item 14.
Thank you, Madam Chair. Dear Sanoma shareholders, my name is Rolf Grisebach, and I have been the Chair of the Audit Committee since the AGM 2024. I would like to present to you the proposal of the Board for the election and remuneration of the company's auditor and the sustainability auditor as prepared by the Audit Committee. First, regarding the remuneration of both auditors, the Board proposes that it will be paid in accordance with their invoice as approved by the company, which is in line with previous years' practice. For 2025, the fees paid to the auditors for audit services were stable at EUR 1.3 million. Fees paid for other non-audit services decreased to EUR 300,000 and include, for example, fees related to the limited assurance of the sustainability statement 2025.
Regarding the selection of the auditor and the sustainability auditor, the Board proposes that PricewaterhouseCoopers will act both as company's auditor and sustainability auditor. According to PwC, Tiina Puukkoniemi will continue as the lead auditor with principal responsibility and as the responsible sustainability auditor for Sanoma. PwC has acted as the group's auditor since the AGM of 2017, and Tiina Puukkoniemi as the lead since 2024. Thank you very much for your attention and approval.
Thank you to Rolf Grisebach. We will first go through item 14, so the proposal on the remuneration of the auditor and the sustainability auditor. You can see it on the screen. Any questions, comments on this proposal? Therefore, we adopt this proposal. We move on to item 15, election of the auditor and sustainability auditor. So PwC would continue on in both of these tasks, and PwC has also informed that Tiina Puukkoniemi would be the principal auditor. No questions on this. So we adopt this election of auditor and sustainability auditor. Then we have two items of authorizations, very traditional ones. In Sanoma, first we take up item 16, authorizing the Board of Directors to decide on the repurchase of the company's own shares. The content and size is the same as last year.
A maximum of 60 million of the company's own shares corresponding to approximately 9.8% of all shares of the company. The own shares shall be repurchased with funds from the company's unrestricted shareholders' equity, and the use will be funding for various arrangements as part of the incentive scheme. The authorization would be valid until the end of June 2027, and it terminates the corresponding authorization given to the Board of Directors by the annual general meeting last year. The authorization of last year was used so that altogether, almost 700,000 own shares were acquired, which is about 0.4% of all the shares of the company in two separate occasions in May, and then this year, February, March. Any requests for the floor on this?
Hence, we will adopt the authorization of the Board of Directors to decide on the repurchases of the company's own shares as proposed, and at item 17, authorizing the Board to decide on issuance of shares, option rights, and other special rights entitling to shares. Also, this authorization has the same content as the authorization approved last year and the same size, no more than 60 million new shares, again, corresponding to 9.8% of all shares of the company, including maximum of 21 million treasury shares held by the company in one or several installments, however, so that the number of new shares cannot exceed 60 million shares. This is because this is the kind of corresponding part for the previous authorization, so you can either grant option rights or other special rights. Then a directed issue could be done until the end of June 2027.
This would terminate the previous authorization, and in the last year's authorization, Sanoma has released about 370,000 own shares, about 0.2%, and it was part of the incentive scheme. Any requests for the floor on this authorization? Hence, we also adopt this authorization of issuance of shares. We are then at item 18. We have discussed all the items on the agenda, and all shareholders present have supported these decisions. The minutes of this meeting will be available for shareholders on the company website and will be available no later than 21st of May, in two weeks' time. I note that it is 11:55 A.M. This meeting is closed. Thank you to all shareholders and a very nice spring to everyone. Congratulations to the new Board and thank you to the members of the Board who are stepping down. This meeting is closed.