Sanoma Corporation, Stock Exchange Release, 11 February 2025 at 8:40 EET

Sanoma continues its long-term share-based incentive programme

The Board of Directors of Sanoma Corporation has approved the continuation of the Group’s long-term share-based incentive programme for approx. 220 employees. Under the annual share-based long-term incentive programmes originally announced on 7 February 2013 and 7 February 2014, a new Performance Share Plan (PSP) 2025−2027 and Restricted Share Plan (RSP) 2025−2027 are introduced.

According to the Remuneration Policy adopted by the Annual General Meeting 2023, the performance period of the PSP may vary from one to three years. When approving the performance period and criteria of the annually commencing PSPs, the Board takes into account the recruitment and retention of key employees, the operating environment and the company’s continuing transformation and growth strategy. To support long-term value creation and align interests of shareholders and management, the PSP 2025−2027 measures performance over three years with separately set targets for each year, compared to one-year performance followed by a two-year vesting period in the PSP 2024-2026.

Performance Share Plan 2025–2027

The performance measures for the PSP 2025–2027 are based on adjusted free cash flow and operational earnings per share targets for 2025, 2026 and 2027, set separately for each year. Each year’s performance has a 1/3 weight when calculating the total reward, which is a sum of the three years.

The share rewards payable, subject to the achievement of the performance measures, will be delivered to the participants in spring 2028, subject to meeting the continuous employment or good leaver ground conditions at the time of the payment. The share rewards to be paid will amount up to a maximum of 922,500 Sanoma shares (gross, before the deduction of related taxes).

Restricted Share Plan 2025–2027

The duration of the RSP commencing at the beginning of 2025 is three years. The share rewards payable based on the plan will be delivered to the participants in spring 2028. The share rewards to be paid will amount up to a maximum of 38,000 Sanoma shares (gross). The plan is introduced for specific, non-performance related remuneration needs.

Additional information
Kaisa Uurasmaa, Head of Investor Relations and Sustainability, tel. +358 40 560 5601

Sanoma

Sanoma is an innovative and agile learning and media company impacting the lives of millions every day. Our Sustainability Strategy is designed to maximise our positive ‘brainprint’ on society and to minimise our environmental footprint. We are committed to the UN Sustainable Development Goals and signatory to the UN Global Compact.

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

Our Finnish media provide independent journalism and engaging entertainment also for generations to come. Our unique cross-media position offers the widest reach and tailored marketing solutions for our business partners.

Today, we operate across Europe and employ close to 5,000 professionals. In 2024, our net sales amounted to approx. 1.3bn€ and our operational EBIT margin excl. PPA was 13.4%. Sanoma shares are listed on Nasdaq Helsinki. More information is available at sanoma.com.