Sanoma Corporation Annual Report 2023

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Annual Report

2023
Annual Report 2023
OUR BUSINESSES
IN BRIEF

SUSTAINABILITY

GOVERNANCE

FINANCIALS

OUR BUSINESSES IN BRIEF SUSTAINABILITY GOVERNANCE FINANCIALS


Our year 2023................................................. 4 Sustainability at Sanoma......................... 13 Corporate Governance Statement........ 97 Report of the Board of Directors........... 122
This is Sanoma................................................ 5 Inclusive learning........................................ 21 Corporate governance structure ..... 97 Consolidated Financial Statements......163
Sanoma as an investment.......................... 7 Sustainable media...................................... 26 Risk management and Parent Company Financial
Letter from the Chair of the Board............ 8 Valued people.............................................. 33 internal control..................................... 109 Statements....................................................... 235
Letter from the CEO..................................... 10 Trustworthy data......................................... 39 Other information................................ 111 Board’s proposal for
Remuneration Report.............................. 113 distribution of profits.................................. 246
Vital environment........................................ 44
Letter from the Chair of Signatures to the Financial
Responsible business practices............ 51
the HR Committee................................ 113 Statements and the Report
Sustainability reporting and metrics.... 57 of the Board of Directors........................... 247
Remuneration aligned
Reporting scope Auditor’s Report............................................. 248
with long-term business
and practices.......................................... 57
performance.......................................... 115 Information for investors.......................... 253
Sustainability and
Remuneration of the Board
ESG performance figures.................... 60
in 2023..................................................... 117
GRI content index................................... 72
Remuneration of the CEO in 2023.... 118
SASB content index................................ 79
TCFD reporting....................................... 82
Sustainability policies and
guidelines................................................. 85
Key stakeholder groups and Sanoma’s Annual Report 2023 combines the following reports:
material topics........................................ 88
Sustainability Report, Corporate Governance Statement, Remuneration
Sanoma's Human Rights
Statement................................................. 90
Report, Report of the Board of Directors and Financial Statements.
Independent practitioner’s All Sanoma’s reports and further information about Sanoma can be found at
limited assurance report.......................... 94 SANOMA.COM ►

SANOMA ANNUAL REPORT 2023 ∙ 2


Our businesses in brief
Sanoma is an innovative and agile learning and media company.
OUR BUSINESSES
IN BRIEF

Our year 2023


Our year 2023 ............................................... 4
This is Sanoma This is Sanoma ............................................ 5
Sanoma as an investment Sanoma as an investment .................. 7
Chair's letter Letter from the
CEO’s letter
Chair of the Board...................................... 8
Letter from the CEO................................ 10
SUSTAINABILITY

GOVERNANCE

FINANCIALS

SANOMA ANNUAL REPORT 2023 ∙ 3


Our year 2023
OUR BUSINESSES
IN BRIEF

1.4bn€
■ Our year 2023
This is Sanoma
Sanoma as an investment
Chair's letter Net sales
CEO’s letter

175m€
SUSTAINABILITY

GOVERNANCE Learning to reach its long-term Climate targets approved by the Science
FINANCIALS profitability target of 23% in 2026 through Based Targets initiative
Operational EBIT excl. PPA
new process and efficiency improvement LEARN MORE ►
program

0.64€
LEARN MORE ►

Free cash flow per share

0.37€
Dividend per share*

Digital subscription base in news media Rob Kolkman appointed President and CEO
has grown to 95% as of 1 January 2024 *Board’s proposal

LEARN MORE ►

SANOMA ANNUAL REPORT 2023 ∙ 4


This is Sanoma
OUR BUSINESSES At Sanoma, we impact the lives of millions of people every day. We work hard to equip the
IN BRIEF world with the highest-quality learning resources, independent media and local entertainment.
Our year 2023 Sustainability is integrated into our purpose and everything we do. In 2023, our net sales were 1.4
■ This is Sanoma
bn€.
Sanoma as an investment
Chair's letter Learning
CEO’s letter Learning is one of the leaders in K12 education, serving
about 25 million students throughout Europe. Our learning
SUSTAINABILITY products and services enable teachers to develop the
a r ni n g
Le
GOVERNANCE talents of every child to reach their potential. We offer
printed and digital learning materials as well as digital a
FINANCIALS

om
learning and teaching platforms for K12, i.e. primary,
secondary and vocational education. We develop our

Fi nl a n d
San
methodologies based on deep teacher and student insight
and by truly understanding their individual needs. By
combining our educational technologies and pedagogical Our businesses
expertise, we create learning products and services with

ia
the highest learning impact.

ed
M
a Media Finland
Sanom Media Finland is the leading cross-media company
in Finland, reaching 97% of all Finns weekly. We
provide information, experiences, inspiration and
entertainment through multiple media platforms:
newspapers, TV, radio, events, magazines, online and
mobile channels. We have leading brands and services,
such as Helsingin Sanomat, Ilta-Sanomat, Aamulehti,
Me Naiset, Aku Ankka, Nelonen, Ruutu, Supla and Radio
Suomipop. For advertisers, we are a trusted partner
with insight, impact and reach.

SANOMA ANNUAL REPORT 2023 ∙ 5


Through learning and media, we have a positive
impact on the lives of millions of people every day
We are a leading European K12 learning company and the #1
OUR BUSINESSES digital media company in Finland. We have built our current
IN BRIEF positions during the past 20 years through acquisitions in K12
learning services across Europe and by being a forerunner in the
Our year 2023
successful transformation to digital media in Finland. Our roots date
■ This is Sanoma back to 1889, when Päivälehti, a Helsinki-based daily newspaper
Sanoma as an investment and predecessor to today’s Helsingin Sanomat, was founded.
Chair's letter
CEO’s letter

SUSTAINABILITY

GOVERNANCE
12
operating countries
FINANCIALS

■ Learning businesses in Finland,


5,000+ Sweden, Norway, Denmark,
Poland, Belgium, the Netherlands,
Germany, France, Italy, Spain, UK
employees ■ Media business in Finland

As a learning and media company, sustainability


is an integral part of our daily business. Our
Sustainability Strategy is designed to maximise
our positive impact on society and to minimise
our environmental footprint. To implement our
strategy, we have set ambitious long-term targets.
LEARN MORE ►

SANOMA ANNUAL REPORT 2023 ∙ 6


SANOMA AS AN INVESTMENT

Unique sustainability profile


OUR BUSINESSES
IN BRIEF

Our year 2023


with increasing profitability
This is Sanoma
We have three strategic focus areas to deliver increasing
■ Sanoma as an investment profitability and prepare for future growth
Chair's letter
CEO’s letter 1. Increasing profitability of Learning and Media Finland
■ In Learning, we benefit from our increased scale and will reach the long-term profitability
SUSTAINABILITY
target in 2026 through Program Solar
GOVERNANCE ■ In Media Finland, we continue our successful digitalisation and efficiency improvements while
expecting to benefit from future recovery in the Finnish economy
FINANCIALS

2. Growing organically and through smaller in-market acquisitions


■ Growing the learning content business through price increases and market share gains
■ Strengthening our digital offering in journalism and entertainment in Finland also through partnerships
■ Finding smaller, highly synergistic acquisitions in our current operating countries

3. Deleveraging the balance sheet


■ Long-term leverage target unchanged at < 3.0, improving free cash flow will allow deleveraging
■ Dividend continues to be an important part of our equity story – 40−60% payout range in dividend policy
allows for changing economic conditions, investment levels and deleveraging needs

Long-term financial targets (FY 2023 in brackets)


Group Learning Media Finland
■ Net debt / Adj. EBITDA: <3.0 (2.8) ■ Comparable net sales growth: ■ Comparable net sales growth:
■ Equity ratio: 35–45% (42.5%) 2–5% (6%) +/- 2% (-3%)
■ Dividend: Increasing dividend 40–60% ■ Operational EBIT margin excl. PPA: ■ Operational EBIT margin excl. PPA:
of annual free cash flow (58%, Board’s above 23% (18.7%) from 2026 onwards 12–14% (6.7%)
proposal to AGM 2024)

SANOMA ANNUAL REPORT 2023 ∙ 7


LETTER FROM THE CHAIR OF THE BOARD

From solid positions


OUR BUSINESSES
IN BRIEF

Our year 2023


towards the future
This is Sanoma
Sanoma as an investment
■ Chair's letter Dear shareholders, Artificial intelligence (AI) is entering our society in various
CEO’s letter I am pleased to share with you this overview of our levels, forms and applications. Sanoma has been a
year 2023. forerunner in mapping the possibilities of using artificial
SUSTAINABILITY intelligence, both in Learning and in Media Finland. We

GOVERNANCE Sanoma is a leading provider of printed and digital foresee growing number of opportunities while we utmostly
learning solutions for primary and secondary education emphasise the responsibility of utilising AI in publishing
FINANCIALS (K12) in Europe, as well as the leading digital media content. In the learning business, AI can analyse individual
company in Finland. Our products and services impact the learning patterns, provide personalised recommendations,
lives of millions of people every day. Today, we operate and assist educators in creating more effective teaching
in twelve European countries and employ more than materials. According to our 2023 European Teacher survey,
5,000 professionals. teachers are open to utilising materials generated by AI, but
under the supervision of editors from a publishing house.
During 2023, we continued to explore growth opportunities In the context of the media business, artificial intelligence
in both our businesses, Learning and Media Finland, while will bring interesting opportunities to newsrooms. The
successfully integrating recently acquired businesses. In aim of the recently founded HS–IS Lab is to test, develop
Learning, we achieved strong organic growth of 6%. During and implement generative artificial intelligence tools and During 2023, we continued to
the year, we presented over 800 new blended learning combine both journalistic and technological know-how. explore growth opportunities
products to the market and continued our journey to spark However, there are also big questions related to trust,
in both our businesses,
innovation and fulfil our customer’s needs. In Media Finland, information verification and transparency. Trustworthiness
Learning and Media Finland,
we expanded our news offering to new areas and took and responsibility are our core values, and they will remain
further steps in our carefully prepared customer-centric at the centre of everything we do. while successfully integrating
strategy to digital. Today, for Helsingin Sanomat, pure recently acquired businesses.
digital subscribers are the largest customer segment. We Sustainability is in the essence of Sanoma. Our
appointed new Editors-in-Chief for both Helsingin Sanomat sustainability strategy aims to maximise our positive
and Aamulehti and these news media are now fully poised impact on society while minimising our environmental
to continue serving their readers with independent, high- footprint. We are committed to the UN Sustainable
quality journalistic content. Development Goals and are a signatory to the UN Global

SANOMA ANNUAL REPORT 2023 ∙ 8


Compact. Along with the positive impact on society, well positioned to continue to lead Sanoma successfully on
Sanoma’s focus has been on climate, employees as well its growth path. We wish Rob every success in his new role.
as data and privacy. The work done in these areas is also
reflected in our improved employee engagement and On behalf of the entire Board of Directors, I would like to
OUR BUSINESSES continuing solid ESG ratings. thank our shareholders for their continued support and
IN BRIEF trust, as well as Sanoma's personnel and management for
According to Sanoma’s dividend policy, the company their vital contribution to the development of the company
Our year 2023
aims to pay an increasing dividend, equal to 40–60% of and for the good performance in 2023.
This is Sanoma
the annual free cash flow. The Board proposes a stable
Sanoma as an investment dividend of EUR 0.37 per share (2022: 0.37) for the year We look to 2024 with confidence. Both Learning and Media
■ Chair's letter 2023, corresponding to 58% of free cash flow. When Finland have leading positions in their industries and a
CEO’s letter proposing a dividend to the AGM, the Board of Directors positive impact on the lives of millions of people every day,
looks at the general macro-economic environment, providing Sanoma a solid base forward.
SUSTAINABILITY Sanoma’s current and target capital structure, Sanoma’s

GOVERNANCE future business plans and investment needs, as well as Pekka Ala-Pietilä
both the previous year’s cash flows and expected future Chair of the Board
FINANCIALS cash flows affecting capital structure. This proposal reflects
the company’s ability to deliver a solid free cash flow, and
balances the capital use between the dividend and the
deleveraging of the balance sheet. Following the annual
pattern of Sanoma’s cash flow generation, the dividend will
be paid in three instalments: EUR 0.13 in April, EUR 0.13 in
September and EUR 0.11 in November.

In November 2023, Susan Duinhoven announced that she


will step down from the role of President and CEO. Susan
Duinhoven has done an outstanding job in transforming
Sanoma from a cross-media company operating in
multiple countries, to a leading European K12 learning
company, while further harnessing the Finnish media
business. On behalf of the whole Board, I would like to
extend my warmest thanks to Susan for her excellent work
and exceptional commitment to Sanoma. Consequently,
Rob Kolkman was appointed as Sanoma’s President and
CEO as of 1 January 2024. Rob is a seasoned and engaging
leader. With four years at the helm of Sanoma Learning, and
prior to that as CEO for Sanoma Media Netherlands, he is

SANOMA ANNUAL REPORT 2023 ∙ 9


LETTER FROM THE CEO

Net sales growth and


OUR BUSINESSES
IN BRIEF
operational EBIT in
2023 driven by strong
Our year 2023
This is Sanoma

performance in Learning
Sanoma as an investment
Chair's letter
■ CEO’s letter

SUSTAINABILITY In 2023, our net sales growth and operational EBIT were value contracts in the Dutch distribution business, which

GOVERNANCE driven by a strong performance in Learning, while Media is expected to result in a clear net sales decline of that
Finland managed to partially mitigate the impact of lower business in the short- to mid-term.
FINANCIALS advertising demand and cost inflation on its financials. I am
honoured to have started in my new role as the President In October 2023, we announced that Learning is expected
and CEO of Sanoma at the beginning of 2024. I am very to reach its long-term profitability target (operational
much looking forward to working together with our great EBIT margin excl. PPA) of 23% in 2026 through cost and
team to further strengthen our position in European K12 efficiency program Solar. Program Solar is estimated to
learning services, to deliver on our key initiatives, including bring EUR 55 million operational efficiencies from 2026
Program Solar, and to continue the successful digital onwards, and it consists of four streams: 1) organisational
transformation of our media business. optimisation following curriculum renewals in Poland and
Spain, 2) process improvements in publishing operations, to spark innovation. Thanks to our strong growth in recent
Strong organic growth in 3) continuing harmonisation of digital learning platforms, years, the scale of our business has increased, and we can
learning content across Europe and 4) overhead and other optimisations across the benefit from that by leveraging our know-how and digital
In Learning, the year 2023 was characterised by strong 6% business. The first implementation phase of Solar has platforms across markets.
organic growth, driven by the successful second year of the already commenced, with a focus on post-curriculum
LOMLOE curriculum renewal in Spain, a minor curriculum optimisation particularly in Spain and Poland. The Program Some concrete examples of this include the introduction
renewal in Poland and inflation mitigating price increases is progressing as planned. of Bingel Digital Courses in Belgium, and NEON, the new
across our operating countries. Together, these also digital learning solution for primary schools in Poland –
resulted in a strong improvement of Learning’s operational Our learning content proved to be in continued high both part of the strategy to harmonise our offering of digital
EBIT. The integration, sales and financial performance of demand, increasing the quality of K12 education across learning platforms. On the learning content side, we saw
our latest acquisition, the K12 learning content business in Europe by supporting teachers in their day-to-day work. the first major editorial collaboration between countries as
Italy, proceeded successfully and in accordance with our During the year, we presented over 800 new blended the Finnish maths method for primary education, Milli, was
plans. Furthermore, we initiated the discontinuation of low- learning products to the market and continued our journey launched in Sweden.

SANOMA ANNUAL REPORT 2023 ∙ 10


Resilient performance and To support the purpose of our businesses, we have set We remain committed to our unchanged long-term
continued success in the digital ambitious targets for sustainability aspects in which we financial and sustainability targets and our 2030 growth
transformation of Media Finland have the biggest impact, including climate. The Science ambition. In 2030, we are aiming for the Group net sales to
In line with our expectations, net sales and the operational Based Targets initiative approved our climate targets in be above EUR 2 billion, with at least 75% coming from the
OUR BUSINESSES EBIT of Media Finland decreased mainly due to lower November 2023. 94% of our GHG emissions come from learning business – to be achieved through organic growth
IN BRIEF advertising sales, while the team succeeded in partially the value chain (Scope 3), and we are aiming to reduce and further acquisitions within K12 learning services.
mitigating the earnings impact of the cost and salary 42% of our Scope 1 and 2 and 38% of our Scope 3 GHG
Our year 2023
inflation with continuing active cost containment. Media emissions by 2030. To achieve this target, we are looking I would like to extend my warmest thanks to all Sanoma
This is Sanoma
Finland gained market share in online advertising, but forward to cooperating closely with our suppliers in the employees throughout the business for their excellent
Sanoma as an investment underperformed slightly in newsprint and TV. The share of coming years. Along with KPIs related to accessibility in work, strong commitment and passion in supporting
Chair's letter print advertising decreased to 8% of Media Finland’s net Learning, our climate targets are also linked to our EUR our customers. We have a great basis to continue on our
■ CEO’s letter sales, and we see growth in digital advertising to continue 300 million Revolving Credit Facility expiring in November strategic path, to grow and strengthen our positions, to
in the years to come. 2026, as well as to the 2024 short-term incentives for improve our performance, and create value for all our
SUSTAINABILITY executive management. stakeholders. I also want to thank our customers, suppliers,

GOVERNANCE In Media Finland, we have in total 1.4 million subscriptions. shareholders and all other stakeholders for their continued
The highlights of the year include 16% growth in the We were very happy to see that the annually measured support – I am looking forward to our cooperation in 2024
FINANCIALS number of digital subscriptions, which led to a total of Employee Experience Index improved to the long-term and beyond.
more than 900,000 subscribers paying for digital content. target level of 7.5 (2022: 7.3) and the Equal Opportunities
We took initiatives to extend and improve our customer Rating to 8.2 (2022: 7.7). Both ratings are clearly above Rob Kolkman
offering, and in Helsingin Sanomat, the number of digital- the European benchmarks and show we have progressed President and CEO
only subscriptions exceeded the number of the combined well in developing an engaging, respectful and more equal (as of 1 January 2024)
7-day and weekend subscriptions for the first time in working environment.
November. This development proves the readiness of
consumers to move to digital media, and the success of our Clear strategic focus areas
digital products in fulfilling consumers’ needs. in the mid-term
In 2024, we expect a stable margin in Learning and modest
Holistic approach to sustainability earnings and margin improvement in Media Finland with
through our positive impact slightly lower net sales in both businesses. This provides
Learning and media are intrinsically purpose-driven and us with good positions to continue building on the long-
have a positive impact on the lives of millions of people term strengths of Learning and Media Finland. Our three
every day. In Learning, we enable teachers to excel at strategic focus areas in 2024−2026 are 1) increasing the
developing the talents of every child with our inclusive profitability of Learning and Media Finland, 2) growing
learning solutions. In media, our mission is to provide organically and through smaller in-market acquisitions in
independent Finnish journalism and engaging local Learning and 3) deleveraging the balance sheet.
entertainment for current and future generations.

SANOMA ANNUAL REPORT 2023 ∙ 11


Sustainability
OUR BUSINESSES Sanoma’s Sustainability Report follows the Global Reporting Initiative (GRI) Standards and includes reporting following the Sustainability
IN BRIEF Accounting Standard Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD). This report has been assured
SUSTAINABILITY following ISAE 3000 Standards on a limited assurance level by an independent third party. Sanoma's Board of Directors’ Report includes
non-financial information corresponding with the Non-Financial Reporting Directive (NFRD) and the EU Taxonomy.
Sustainability at Sanoma
Inclusive learning
Sustainable media Sustainability at Sanoma................. 13
Inclusive learning.................................... 21
Valued people
Sustainable media................................. 26
Trustworthy data
Valued people............................................ 33
Vital environment
Trustworthy data..................................... 39
Responsible Vital environment.................................... 44
business practices
Responsible
Sustainability reporting business practices.................................. 51
and metrics
Sustainability reporting
Independent Assurance and metrics................................................... 57
Report
Reporting scope
and practices................................................ 57
GOVERNANCE
Sustainability and
FINANCIALS ESG performance figures.......................... 60
GRI content index........................................ 72
SASB content index..................................... 79
TCFD reporting............................................. 82
Sustainability policies
and guidelines.............................................. 85
Key stakeholder groups and
material topics............................................. 88
Sanoma's Human Rights Statement.... 90
Independent practitioner’s
limited assurance report................... 94

SANOMA ANNUAL REPORT 2023 ∙ 12


Sustainability at Sanoma
OUR BUSINESSES Highlights 2023
IN BRIEF Sanoma’s Sustainability Strategy is designed to maximise our positive impact and minimise our environmental footprint. Our
SUSTAINABILITY learning and media businesses have a positive impact on the lives of millions of people every day, and in 2023 we continued to
strengthen this impact through various sustainability actions.
■ Sustainability at Sanoma
Inclusive learning
Sustainable media
Valued people
Trustworthy data
Vital environment
Responsible
business practices
31%
reduction in own
29%
reduction in value chain
operations’ Scope 1 and 2 Scope 3 GHG emissions from
Sustainability reporting GHG emissions from 2021 2021
and metrics LEARN MORE ►
LEARN MORE ►
Sanoma’s climate targets approved Sanoma’s Human Rights Statement
Independent Assurance
by the Science Based Targets summarises our human rights impacts
Report
initiative and describes our impact management

300m€ 98%
GOVERNANCE LEARN MORE ► LEARN MORE ►

FINANCIALS

Syndicated Revolving Credit of Sanoma employees


Facility was added with trained on ethics and our
sustainability-linked KPIs Code of Conduct
LEARN MORE ► LEARN MORE ►

Sanoma’s ethical AI principles Diversity, equity & inclusion


support the secure use of artificial development was a key focus area for
intelligence Sanoma in 2023
LEARN MORE ► LEARN MORE ►

SANOMA ANNUAL REPORT 2023 ∙ 13


Sustainability strategy
and commitments
In 2023, Sanoma continued to develop its Employee
sustainability based on the strategy launched in Engagement Index
OUR BUSINESSES 2021. Sanoma’s Sustainability Strategy focuses No major data on target level 7.5
IN BRIEF on six main topics: Inclusive learning, Sustainable breaches

SUSTAINABILITY media, Valued people, Trustworthy data, Vital Valued people


environment and Responsible business practices. Trustworthy Target example:
■ Sustainability at Sanoma To implement and monitor our strategy, we take data Employee
Inclusive learning action towards our long-term targets and follow Target example: engagement Index
a set of key performance indicators (KPIs). Our Continuous privacy (EEI) above 7.5
Sustainable media
Sustainability scorecard summarises the key targets and security
E I M PA C
Valued people trainings for S ITIV TO
Trustworthy data
and results in 2023. Topic-specific sections of this
employees PO F
report describe our development work in detail.
Vital environment Progress is monitored regularly on the Group-level
Inclusive learning
Responsible and consolidated performance results are reported Empowering learning of
business practices externally on an annual basis. about 25 million students
Sustainability reporting &
and metrics As a signatory of the UN Global Compact, we Sustainable media
Independent Assurance Trusted journalism and
recognise the strategic importance of the UN
Report inspiring entertainment
Sustainable Development Goals (SDGs). The
for all Finns
seventeen SDGs are the blueprint for achieving a
GOVERNANCE
more sustainable future. We have identified nine Responsible Vital
FINANCIALS priority SDGs as most relevant for our business. business environment
These SDGs are embedded into our Sustainability practices Science-based
Strategy and performance is monitored through our Target example: climate targets:
All employees -42% reduction in
sustainability targets. Relevancy has been assessed
participating in annual own operations and
using the SDG Compass tool and analysing our
conduct trainings -38% reduction in
impact on each SDG throughout the value chain. value chain by 20301
Learn more at sanoma.com.
98% of employees
participated in the Code -31% in Scope 1&2
Sanoma operates in compliance with legislation of Conduct e-learning and -29% in
applicable to business activities in the learning and Scope 3 emissions1
media industries and in its operating countries.
When developing sustainability, we follow Sanoma’s Results 2023
policies, guidelines and sustainability commitments.
The ten principles of the UN Global Compact Compared to 2021
1

SANOMA ANNUAL REPORT 2023 ∙ 14


related to fundamental responsibilities in human rights,
labour, environment and anti-corruption are embedded Approves strategic sustainability and ethics guidelines and
Board of Directors monitors sustainability development and performance.
into the Sanoma Code of Conduct, which outlines our
shared ethical standards for employees and business
OUR BUSINESSES partners. The Code acts as an umbrella for all policies
IN BRIEF and standards within Sanoma. We are committed to the Acts as Sustainability Committee, supporting the BoD, for
Audit Committee example, in reviewing Sanoma’s sustainability reporting and
SUSTAINABILITY Universal Declaration of Human Rights, the International (acting as Sustainability Committee) progress and monitoring the Sustainability Strategy regularly, at
least twice a year.
Labour Organization’s Declaration on Fundamental
■ Sustainability at Sanoma Principles and Rights at Work, the Rio Declaration on
Inclusive learning Environment and Development, and the United Nations Is responsible for overseeing sustainability, supported by the
President and CEO Executive Management Team.
Sustainable media Convention Against Corruption. During 2023, Sanoma
had no significant cases of non-compliance with laws
Valued people
and regulations which resulted in fines or non-monetary Executive Management Team Is responsible for outlining Sanoma’s strategic approach to
Trustworthy data
sanctions. Topic-specific regulatory compliance is sustainability, managing development and monitoring how
Vital environment sustainability is reflected in the business units. The EMT develops
described in more detail in this report under each
Sustainability and Ethics annual strategic targets for sustainability as well as approves
Responsible Sustainability Strategy topic. Guidelines and policies major sustainability projects.
business practices Leadership Committee
related to each Sustainability Strategy topic have been
Sustainability reporting listed in the Sustainability policies and guidelines.
and metrics
Sustainability
Independent Assurance Sustainability governance Learning Media Finland
Team and
Together with the Strategic business units and in cooperation
with Legal, Ethics and Compliance, Procurement and HR
Report and management Management Management
other support
functions, the Sustainability Team prepares sustainability
development measures and actions, coordinates sustainability
At Sanoma, sustainability is owned by the Board of Team Team
GOVERNANCE functions progress and makes proposals to the EMT.
Directors, the President and CEO, and the Executive
FINANCIALS Management Team (EMT). The CEO has the ultimate
responsibility for the successful implementation of the
Sustainability and The Sustainability and Ethics Working Group, consisting
Group’s Sustainability Strategy. Sanoma’s Board of of selected representatives across the Group, follows the
Ethics Working Group implementation of the Sustainability Strategy, coordinates
Directors approves strategic sustainability guidelines and related development and actions, and evaluates risks and
monitors sustainability development and performance. opportunities regarding sustainability, ethics and compliance,
convening 3-4 times a year. Local business units and employees
Sustainability-related issues are reviewed, for example, implement Sanoma’s Sustainability Strategy in cooperation with
when approving the Group’s Financial Statements and the Local business units and employees the Sustainability and Ethics Working Group, Sustainability Team
and other support functions.
report of the Board of Directors including the NFRD non-
financial information, annual short-term incentives for the
executive management and the Sustainability Strategy
and targets. The Board of Directors’ Audit Committee acts
as Sanoma’s Sustainability Committee and supports the
Board, for example, in overseeing Sanoma’s Sustainability
Strategy and ethics, compliance, privacy and security

SANOMA ANNUAL REPORT 2023 ∙ 15


programmes. The Audit Committee reviews Sanoma’s inclusive learning solutions, more specifically accessibility Stakeholder engagement and
sustainability reporting and progress as well as monitors of digital learning content and platforms. material sustainability topics
the implementation of the strategy at least twice a Our business has an impact on a variety of stakeholders
year. In addition to regular agenda items, in 2023, the Sanoma monitors sustainability progress both on the every day. Engagement with our stakeholders covers
OUR BUSINESSES Audit Committee focused especially on preparations for Group and Strategic Business Unit (SBU) level. The all our businesses and is part of our daily work and
IN BRIEF the EU’s Corporate Sustainability Reporting Directive Head of Investor Relations and Sustainability, reporting management. Stakeholder engagement in regard to

SUSTAINABILITY (CSRD) and the reporting requirements of the related to the CFO, and the Sustainability Managers support sustainability is managed by the Sustainability Team,
European Sustainability Reporting Standards (ESRS). the Group and SBUs in target achievement, project in cooperation with the Learning and Media Finland
■ Sustainability at Sanoma Members of the Board of Directors and the Group’s implementation and communications. In addition, communications teams. Businesses are responsible for
Inclusive learning executive management were trained by the company’s sustainability development on the SBU-level is supported cooperation with their respective customers.
Sustainable media auditor, PwC, on the impacts of the CSRD on sustainability by dedicated roles in Learning and Media Finland. In 2023,
management and reporting, and especially on the roles Sanoma’s Sustainability Working Group met quarterly. Sanoma’s primary stakeholders include consumers,
Valued people
and responsibilities of the supervisory bodies. In addition, Sanoma’s Ethics and Compliance Working teachers, B2B and B2C customers, employees, investors
Trustworthy data
Group monitored ethics and compliance development and suppliers. In addition, governmental organisations
Vital environment Together with the President and CEO, the EMT is work during 2023. From 2024 onwards, Sanoma will and regulators are important stakeholders we engage
Responsible responsible for outlining Sanoma’s strategic approach combine these groups into a Sustainability and Ethics with when participating in consultation processes and
business practices to sustainability, managing sustainability development, Working Group. advisory groups. We also act through industry-specific
Sustainability reporting and monitoring how sustainability is reflected in the initiatives and cooperate with trade associations. Key
and metrics business units. Sanoma’s Sustainability Strategy and In regard to remuneration, Sanoma has embedded stakeholder groups have been identified together with
Independent Assurance performance are regularly discussed with the President sustainability into the short-term incentives of the executive the businesses by evaluating affected stakeholder and
Report and CEO and the EMT prior to discussions with the management. In 2023, alongside financial metrics, customer groups in both our own operations and the
Board of Directors and communication to stakeholders. sustainability targets made up 20% of Sanoma’s annual value chain. Sanoma actively cooperates with certain
GOVERNANCE
Together with the business units, the EMT develops short-term executive management incentives on the target non-governmental organisations (NGOs) and industry
FINANCIALS strategic sustainability guidelines and targets as well level. 10% of these targets were linked to the Employee associations. Sanoma is involved in developing media
as approves major sustainability projects. In 2023, in Engagement Survey (EES) and the other half to internal and learning industry practices related to environmental,
addition to development work related to the CSRD, the data and privacy targets. Further information can be found social, human rights, business ethics and sustainability
President and CEO together with the EMT worked closely in the Remuneration report . In addition, the Sustainability reporting topics. Key networks and memberships are
with the Sustainability Team and Treasury to develop Team and employees in Sanoma’s own printing houses and listed at sanoma.com.
Sanoma’s sustainable finance opportunities. In March facilities’ management, for example, are incentivised on
2023, Sanoma signed a Sustainability Side Letter to add environment and climate-related targets. Given the nature of our business, material issues do
sustainability-linked KPIs to its EUR 300 million Revolving not change annually, and therefore our Sustainability
Credit Facility with ten banks, maturing in November 2026. In accordance with the Finnish Corporate Governance Strategy and targets are set for the long term. During
With the addition, a minor part of the pricing of the loan Code, Sanoma annually prepares a Corporate Governance 2023, we organised internal and external online and
will be linked to Sanoma’s sustainability performance in Statement. Learn more in the Corporate Governance live events, conducted surveys on chosen topics for
reducing greenhouse gas emissions in line with Sanoma's Statement . certain stakeholder groups (teachers, suppliers and
commitment to science-based targets and developing B2B customers) and took part in seminars and events
relevant for our industry and operations. Sanoma also

SANOMA ANNUAL REPORT 2023 ∙ 16


obtains important information through formal grievance the ESRS standards. Sanoma will publish its first CSRD
channels. Material topics as well as types of engagement report, including the results of the double materiality
are listed under Key stakeholder groups and material assessment, in its Report of the Board of Directors
topics. Material topics in relation to Sanoma Sustainability for 2024.
OUR BUSINESSES Strategy and policies are listed in Sustainability policies
IN BRIEF and guidelines .

SUSTAINABILITY
Our internal control, risk management and governance
■ Sustainability at Sanoma support the management of sustainability. Sanoma's
Inclusive learning Enterprise Risk Management Policy defines Group-
Sustainable media wide risk management principles, objectives, roles,
responsibilities, and procedures, including sustainability-
Valued people
related risks. Sustainability risks are identified and
Trustworthy data
assessed as a part of the annual risk management cycle
Vital environment facilitated by our internal risk management team. The
Responsible President & CEO supported by the EMT is responsible for
business practices defining risk management strategies, procedures and
Sustainability reporting setting risk management priorities. SBUs are responsible
and metrics for identifying, measuring, reporting, and managing risks.
Independent Assurance Updated risk assessment results with related ongoing
Report or planned mitigation actions are reported to the Audit
Committee and further to the Board of Directors twice a
GOVERNANCE
year. In potential cases of conflicts of interest, Sanoma
FINANCIALS follows the sustainability governance model described
under Sustainability governance and management.
Relevant risks are reported in the Report of the Board
of Directors and the risk management process in the
Corporate Governance Statement.

Going forward, the prioritisation of Sanoma's


sustainability work will be based on a double materiality
assessment. In late 2023, Sanoma conducted its first
double materiality assessment following the CSRD and
the reporting requirements set in the ESRS. The results of
the double materiality assessment will be finalised during
2024 and they will determine which sustainability topics
Sanoma will include in its CSRD report in compliance with

SANOMA ANNUAL REPORT 2023 ∙ 17


Sustainability scorecard
Sanoma’s long-term sustainability targets guide our action. Sanoma’s climate-related targets were approved by the Science Based
Targets initiative in 2023. Further details on Sanoma’s performance in each sustainability topic can be found in the topic-specific sections
of this report.
OUR BUSINESSES
IN BRIEF

SUSTAINABILITY TARGET KPIs AND PERFORMANCE 2023

■ Sustainability at Sanoma Inclusive Learning content: Learning content:


learning ■ We co-create high-quality and motivating learning materials with teachers, fitting the local ■ 74% of teachers agree that our materials help engage their
Inclusive learning
curriculum students (2022: 73%) 1
Sustainable media ■ We develop inclusive learning solutions that support diversity, accessibility and differentiation ■ 84% of teachers agree that our materials help students
Valued people ■ We promote equal access to education reach curriculum objectives (2022: 84%) 1
Trustworthy data NEW Digital accessibility: ■ 78% of teachers agree that our materials support efficiency
■ Common accessibility components used in Learning’s core digital products will be compliant with (2022: 77%) 1
Vital environment
the AA-level of the WCAG Guidelines (Web Content Accessibility Guidelines) from 2025 onwards Digital accessibility:
Responsible
■ In 2023, 100% of Learning employees in the SL Design
business practices
System team were trained on accessibility
Sustainability reporting
and metrics Sustainable ■ We promote open democratic society and freedom of speech through our independent media ■ 6 notifications of violation concerning aspects of news

Independent Assurance media ■ We increase awareness, empathy and tolerance with our journalism articles as defined in the Guidelines for Journalists by The
Report ■ We empower shared experiences with our sustainable entertainment and support the local Council of Mass Media (2022: 0)
audiovisual community ■ 3 cases of non-compliance against the Advertising and
GOVERNANCE ■ We enable companies to thrive through our sustainable marketing solutions Marketing Communications Code of the International
FINANCIALS Chamber of Commerce (2022: 2)

Valued ■ Annually, our Employee Experience Index is on a favourable level ≥ 7.5 ■ Employee Experience Index: 7.5 (Scale 0-10, European
people ■ Our people feel that we provide equal opportunities, and our Equal opportunities rating is on a Benchmark 7.1)(2022: 7.3) 2
favourable level, ≥ 7.6 ■ Equal opportunities in my company rating 8.2 (Scale 0-10,
■ We promote diversity and gender neutrality throughout our business and aim for a 50/50 gender European Benchmark 7.0)(2022: 7.7) 2
balance in managerial positions by 2030 ■ Managers with subordinates: 47% w / 53% m (2022:
■ The Board of Directors' objective is that both genders are represented on the Board with the share 44% / 56%)
of under-represented gender being at least 40% ■ Directors and Senior Management: 45% w / 55% m
■ We continuously seek to develop Sanoma as a great place to work, and, by 2025, aim to reach an (2022: 41% / 59%)
Employee Net Promoter Score (eNPS) of > 10 ■ Board of Directors: 33% w / 67% m (2022: 33% / 67%)
■ Employee Net Promoter Score: 7 (Scale -100 to +100,
European Benchmark 5) (2022: 7) 2

1
Results based on Sanoma’s annual European Teacher Survey. The comparison figures have been restated. Learn more about the survey in Inclusive learning.
2
Measured in the Employee Engagement Survey 2023. The eNPS score for 2022 has been adjusted according to new reporting. Learn more about the survey in Valued People.

SANOMA ANNUAL REPORT 2023 ∙ 18


TARGET KPIs AND PERFORMANCE 2023

Trustworthy ■ All our nominated Privacy champions have completed a role-based training and operate ■ Number of nominated privacy champions across our
data across our businesses to provide privacy support businesses: 32 (2022: 32)
■ We provide training on Privacy- and Security-by-Design to all our developers ■ Annual number of data breaches: In total 164 (2022: 196)
OUR BUSINESSES ■ We train our permanent data breach management task force to handle personal data breaches, out of which 0 major (2022: 0)
IN BRIEF data breaches
SUSTAINABILITY
Vital Science-based targets: ■ Own operations (Scope 1 and 2) emission reduction from
■ Sustainability at Sanoma environment ■ We reduce absolute Scope 1 and 2 GHG emissions 42% by 2030 from a 2021 base year 2021: 31% (2022: 7%)
Inclusive learning ■ We reduce absolute Scope 3 GHG emissions from purchased goods and services, fuel and ■ Value chain (Scope 3) emission reduction from 2021: 29%
energy related activities, and upstream transportation and distribution by 38% by 2030 (2022: 8%) 3
Sustainable media
from a 2021 base year 3 ■ Emission intensity: 1.1 Scope 1 and 2 tCO2e/employee
Valued people
(2022: 1.5)
Trustworthy data Other targets: ■ Emission intensity: 0.08 Scope 1, 2 and 3 tCO2e/EUR 1,000
Vital environment ■ By end of 2023, we will use only fossil-free electricity of net sales (2022: 0.11)
Responsible ■ By end of 2030, we will be carbon neutral ■ Energy intensity: 6.9 MWh/employee (2022: 7.7)
business practices ■ By end of 2023, all wood fibre in the paper qualities used by Sanoma will originate from trusted ■ Share of fossil-free electricity: 93% (2022: 92%)
Sustainability reporting certified sources ■ Share of fossil-free energy: 73% (2022: 57%)
and metrics ■ Amount of certified wood fibre in direct paper purchases:
Independent Assurance 94% (2022: 94%)
Report
Responsible ■ All employees complete our mandatory Code of Conduct e-learning ■ Code of Conduct refreshner e-learning completion rate:
GOVERNANCE business ■ All new Sanoma suppliers sign our Supplier Code of Conduct4 98% (2022: 95%)
FINANCIALS practices ■ Share of new key suppliers that have signed the Supplier
Code of Conduct: 92% (2022: 86%) 4

3
KPI includes Scope 3 categories 1 Purchased goods and services, 3 Fuel- and energy-related activities and 4 Upstream transportation and distribution.
4
KPI tracked via Sanoma’s centralised contract Lifecycle Management system by evaluating new suppliers with above EUR 100,000 spend for the reporting year.

See all our sustainability figures ►

SANOMA ANNUAL REPORT 2023 ∙ 19


ESG performance
Sanoma is one of the leading companies in the media and learning industry in managing environmental, social and corporate
governance (ESG) risks and opportunities. Sustainable investing considers ESG criteria to generate long-term competitive financial
returns and positive societal impact. Third parties assess our sustainability performance on their own initiative.
OUR BUSINESSES As of December 2022, Sanoma’s share has been included in the Nasdaq OMX Sustainability Finland Index. The Nasdaq OMX Finland
IN BRIEF Sustainability Indexes are created for responsible investments and are calculated by Nasdaq in cooperation with ISS Corporate Rating.
SUSTAINABILITY

■ Sustainability at Sanoma Change to Rating within


Rating Sanoma score Scale previous score industry Last update
Inclusive learning
Sustainable media MSCI ESG rating AA CCC to AAA Unchanged Above industry Q3 2022
average level
Valued people
Trustworthy data
ISS Corporate Rating Prime C+ D to A+ Unchanged Among the highest Q3 2022
Vital environment decile in the industry
Responsible
business practices
Sustainability reporting Sustainalytics Risk Rating 10.9 100-0 Unchanged Above industry Q4 2022
and metrics average level
Independent Assurance
Report
CDP Climate Change Climate A- D- to A Unchanged Among industry Q1 2024
GOVERNANCE Forest B leaders
and Forest
FINANCIALS
S&P Global Corporate 44/100 0-100 Declined by Among top 9% in Q4 2023
Sustainability Assessment 5 points the industry
(CSA)

Upright Net Impact +75% From limitless Unchanged Among highest Q4 2023
negative % to decile in the industry
+100%

SANOMA ANNUAL REPORT 2023 ∙ 20


INCLUSIVE LEARNING

High-quality and equal


OUR BUSINESSES
IN BRIEF
learning solutions for
teachers and students
SUSTAINABILITY

Sustainability at Sanoma
■ Inclusive learning
Sustainable media
Sanoma Learning is a leading European K12 learning company,
Valued people serving about 25 million students throughout Europe. Our
Trustworthy data mission is to enable teachers to excel at developing the talents of
Vital environment every child by offering them the best-in-class learning solutions.
Responsible Our inclusive learning solutions support diversity, accessibility
business practices and differentiation.
Sustainability reporting
and metrics
Independent Assurance
Report

GOVERNANCE

FINANCIALS
25 million 2,900+
students across Europe employees

8% 84%
organic growth in learning of teachers agree that our
content sales learning materials help students
reach curriculum objectives

See all our sustainability figures ►

SANOMA ANNUAL REPORT 2023 ∙ 21


Sanoma Learning content creation model

OUR BUSINESSES
IN BRIEF

SUSTAINABILITY

Sustainability at Sanoma
■ Inclusive learning
Sustainable media
Challenge Our offering Teaching during the year Goal
Valued people
Teachers have about 40 weeks to We provide best-in-class learning Clear and method-aligned teaching Best possible
Trustworthy data Start of the help their students to reach their methods, including printed and digital manual for better facilitated teaching, learning outcomes,
Vital environment school year annual learning goals and move to teaching and learning materials based better insights to learning outcomes, students ready to
the next grade on the local curriculum after-sales support during the year move to the next
Responsible
grade
business practices
Sustainability reporting
and metrics
Learning method
Independent Assurance
Report
Interactive
GOVERNANCE
Teacher
Textbooks Exercises whiteboard
materials
content
FINANCIALS

Digital learning Digital teaching Digital admin


platforms platforms platforms

High-quality learning materials for learning materials have a twofold impact. First of all, outcomes. Learn more about our local learning companies
about 25 million students learning materials help teachers to be more efficient in at sanomalearning.com.
By combining our educational technologies and their work, leaving more time to focus on the students.
pedagogical expertise, we create learning products and And secondly, high-quality learning materials have a When developing our learning materials, we follow the
services with the highest learning impact. High-quality direct impact on students’ achievements and learning country-specific curriculum requirements set by the

SANOMA ANNUAL REPORT 2023 ∙ 22


governments. The development of our products and diversity aspects of our learning content and platforms to Educational systems vary between countries and
services is based on deep teacher and student insight and ensure a fair representation of different students and society. therefore local cooperation with NGOs and governmental
testing with the end users. Our editorial teams are carefully We strive to avoid stereotypes, and eliminate bias and organisations is key when striving towards equality in
selected with defined criteria for expertise and professional discrimination. One way of enhancing diversity and inclusion education. Local initiatives included, for example, raising
OUR BUSINESSES background. In addition to co-developing with local in our learning materials is increasing the know-how of our awareness of equal learning opportunities, bringing
IN BRIEF authors and teachers, we consult academics and external employees on the topic. We continued our online learning attention to the needs of children in online learning or

SUSTAINABILITY research to ensure up-to-date information. The foundation courses on unconscious biases and organised several DEI encouraging students in reading and writing. Through local
of our content is that it is fact-based as well as in line with webinars in 2023 (learn more at Valued people). We also cooperation we are able to reach and impact more students
Sustainability at Sanoma the latest scientific research and verified substantive follow our own Editorial Guidelines that support creating and support them on their individual learning path.
■ Inclusive learning information. We also follow our own Editorial Guidelines, inclusive learning content.
Sustainable media which state our commitment and approach to editorial
ethics and inclusive content. We focus on continuous In addition, we work in close cooperation with various local
Valued people
improvement by engaging in dialogue with teachers, organisations and initiatives to ensure that all students
Trustworthy data
students, school managers and other stakeholders. We can access our materials. This includes, for example, close
Vital environment collect feedback and concerns and have a defined process cooperation with organisations supporting visually or
Responsible for handling and putting them into effect. hearing-impaired children or other disabilities, as well as
business practices organisations providing materials in minority languages.
Sustainability reporting Our blended learning management solutions help
and metrics teachers to support all students to reach their potential.
Independent Assurance The reliability of our digital services and protection of
Report personal data throughout the lifecycle are critical to us.
Our trustworthy and fair data protection practices are
GOVERNANCE

FINANCIALS
described in more detail in Trustworthy data.
Building a greener
Personalised learning future with the
Each student is unique, coming from different backgrounds
with individual learning skills and preferences as well as
SDG4BIZ-project
varying digital competences. As classrooms are becoming The SDG4BIZ-project is an innovative initiative
more diverse with students equipped with different cognitive uniting educators, researchers, and industry experts
and social skills, the importance of personalised learning with a common goal: beyond simply sharing
materials increases. For example, we offer specific products information, they aim to empower individuals with
for children with special learning needs, such as dyslexia or the skills to recognise and capitalise on sustainable
autism. Our aim is to create learning content that contributes business opportunities.
to equity. We realise that if children and teachers recognise
themselves in our materials and feel acknowledged, they LEARN MORE ►
become more engaged and motivated, thus achieving better
learning outcomes. We focus on carefully assessing the

SANOMA ANNUAL REPORT 2023 ∙ 23


74%
Accessibility at the core of In March 2023, Sanoma added sustainability-linked KPIs
personalised learning to its EUR 300 million Syndicated Revolving Credit Facility.
(2022: 73%)
Inclusion is an umbrella term encompassing also With the addition, a minor part of the pricing of the loan
of teachers agree that our
accessibility. Digital content and platforms should be is linked to developing inclusive learning solutions, more
OUR BUSINESSES usable for a wide range of people with disabilities, while specifically the accessibility of digital learning content learning materials help
IN BRIEF everyone is seen to benefit from better accessibility. Our and platforms. engage their students
SUSTAINABILITY learning materials are enhanced with a wide variety of
digital learning assets to increase learning impact among Sanoma European Teacher Survey

78%
Sustainability at Sanoma all students and address barriers to learning through To follow up on our impact and to better understand the
■ Inclusive learning traditional formats. For example, for some students the use of various teaching materials and tools in each of
(2022: 77%)
Sustainable media barriers of text-based materials can be overcome by an our operating countries, we annually conduct a ‘Sanoma
of teachers agree that our
application providing audio learning content. Learning European Teacher Survey’. In early 2024, the
Valued people learning materials help them
survey was carried out in 8 (2022: 8) of our operating
Trustworthy data
As part of Sanoma’s ongoing, multi-year platform countries. In the Netherlands, Poland, Spain, Belgium, be more efficient in their work
Vital environment harmonisation project, we will increase the accessibility Finland, Sweden, Italy and Germany in total 9,775
Responsible features of our digital products to respond to customer (2022: 12,110) teachers responded to the survey. Sanoma

84%
business practices needs, but also to prepare for the EU Directive on the has conducted a similar teacher survey since 2015.
Sustainability reporting accessibility requirements for products and services, which
and metrics
(2022: 84%)
will be implemented by all EU member states by June In the European Teacher Survey, the impacts of learning
Independent Assurance
of teachers agree that our
2025. There is still uncertainty how the directive will be materials are evaluated by teachers from three aspects:
Report implemented in our operating countries, and whether it will student engagement, learning outcomes, and teacher learning materials help
cover digital learning platforms or not. efficiency. In the most recent survey, the overall perception students reach curriculum
GOVERNANCE
of learning materials is positive and the results remained objectives
FINANCIALS In 2023, we set new targets to develop digital accessibility. stable. 84% (2022: 84%) of teachers agree that Sanoma’s
Our targets are two-fold. Firstly, common accessibility learning materials help students reach curriculum
components used in Learning’s core digital products will objectives. In addition, 74% (2022: 73%) of teachers agree
be compliant with the AA-level of the WCAG Accessibility that our learning materials help engage their students. 78%
Guidelines from 2025 onwards. And secondly, our newly (2022: 77%) of teachers agree that our learning materials
marketed core digital products will meet the accessibility help them be more efficient in their work.
requirements as defined locally by 2025. We also aim
to publish our own accessibility guidelines at the latest
in 2025. In 2023, we started developing our own Design
System, which includes the components which will be used
in our core digital products. The SL Design team received
two specific training sessions on accessibility and has since
hosted internal training sessions available to all digital
product engineering teams in Learning.

SANOMA ANNUAL REPORT 2023 ∙ 24


Management approach company has its own strictly defined editorial process, locally and reported to the Learning Management Team
to inclusive learning respecting the local legal and ethical regulations and (LMT). The approval process of sensitive topics is decided
In Learning, all new or renewed learning materials follow norms. One of our guiding principles is that we make and monitored by the LMT. A list of policies and guidelines
a common method creation process and local curriculum independent decisions regarding our content. Sensitive guiding Sanoma’s inclusive learning practices is available
OUR BUSINESSES requirements. Editorial Guidelines state our commitment topics vary locally and must always be handled with under Sustainability policies and guidelines. Topic-specific
IN BRIEF and approach to editorial ethics and inclusive content. In special attention. At the start of preparing for a new risks are disclosed in the Report of the Board of Directors

SUSTAINABILITY addition to the Learning-wide process, each operating curriculum, sensitive editorial subject areas are reviewed (Risks and risk management).

Sustainability at Sanoma
■ Inclusive learning
Sustainable media
Valued people
Trustworthy data
Vital environment Our targets and performance
Responsible
business practices OUR FOCUS OUR TARGETS KPIs AND PERFORMANCE 2023
Sustainability reporting Financial ■ Comparable net sales growth: 2-5% ■ 6% (2022: 1%)
and metrics
performance ■ Operational EBIT margin excl. PPA: above 23% from 2026 onwards ■ 18.7% (2022: 19.4%)
Independent Assurance
Report
Sustainability Learning content: Learning content:

GOVERNANCE performance ■ We co-create high-quality and motivating learning materials with teachers, fitting the local ■ 74% of teachers agree that our learning materials help
curriculum engage their students (2022: 73%) 1
FINANCIALS ■ We develop inclusive learning solutions that support diversity, accessibility and ■ 84% of teachers agree that our learning materials help
differentiation students reach curriculum objectives (2022: 84%) 1
■ We promote equal access to education ■ 78% of teachers agree that our learning materials help
NEW Digital accessibility: them be more efficient in their work (2022: 77%) 1
■ Common accessibility components used in Learning’s core digital products will be compliant Digital accessibility:
with the AA-level of the WCAG Guidelines from 2025 onwards ■ In 2023, 100% of Learning employees in the SL Design
System team were trained on accessibility
1
Results based on Sanoma’s annual European Teacher Survey. The comparison figures have been restated. Learn more about the survey here.

See all our sustainability figures ►

SANOMA ANNUAL REPORT 2023 ∙ 25


SUSTAINABLE MEDIA

Trusted Finnish
journalism and
OUR BUSINESSES
IN BRIEF

inspiring
SUSTAINABILITY

Sustainability at Sanoma

entertainment
Inclusive learning
■ Sustainable media
Valued people
Trustworthy data
Sanoma Media Finland is the country’s leading cross-media company.
Vital environment
Our mission is to provide Finnish media for current and future
Responsible generations. We promote independent journalism and freedom of
business practices
expression, create public discussion, and increase empathy and
Sustainability reporting
and metrics
tolerance. The entertainment we produce provides shared experiences
and supports the Finnish audiovisual community. For advertisers, we
Independent Assurance
Report
ensure a safe, impactful marketing environment.

GOVERNANCE

FINANCIALS

18 2,500+
newspapers employees

53 97%
media brands of Finns reached every week
(Kantar Mind Kuluttaja 2022)

See all our sustainability figures ►

SANOMA ANNUAL REPORT 2023 ∙ 26


Independent and reliable journalism daily newspaper in the Nordic countries and the largest The first issue of the new newspaper Satakunnan Kansa
in our newspapers and magazines subscribed news media in Finland. HS reaches 2.2 million Länsi-Suomi was published on 1 February 2024. The free
Finns rely on news media and its role in sustaining consumers aged over 15 digitally and in print on a weekly journal Raumalainen will continue to be published once
democracy. In Finland, there is a sustainable demand for basis. Newspaper Aamulehti in the Pirkanmaa region a week. In addition, Sanoma’s 11 other local newspapers
OUR BUSINESSES high-quality journalism as more than nine out of ten Finns and newspaper Satakunnan Kansa (SK) headquartered continue strengthening the regional reporting. One of the
IN BRIEF find journalism important to democracy. Almost four out of in Pori, Southwest Finland, strengthen our local news local newspapers, Nokian Uutiset, celebrated its 110th

SUSTAINABILITY five consider journalism to be very important. Likewise, nine network. Satakunnan Kansa had its 150th anniversary at anniversary in July 2023.
out of ten respondents assessed journalistic media to be the beginning of 2023, and it is Finland’s second oldest
Sustainability at Sanoma important to the availability of trustworthy information in still published Finnish-language newspaper. New Senior The digital and printed tabloid Ilta-Sanomat (IS) continued
Inclusive learning Finland. (Reuters Institute, Digital News Report 2023) Editors-in-Chief were appointed for HS and Aamulehti to be Finland’s biggest news media in 2023. Every week,
■ Sustainable media in 2023. Erja Yläjärvi started in her position with HS in IS reaches more than 3 million readers through IS.fi and
The state of press freedom has deteriorated globally September and Sanna Keskinen with Aamulehti in October. the printed newspaper. IS’s daily reach online and in print
Valued people
in recent years. According to the World Press Freedom was 2.2 million readers according to the national media
Trustworthy data
Index published by Reporters Without Borders (RSF), the In August 2023, Sanoma purchased two newspapers, study (Kansallinen Mediatutkimus, KMT 2023). IS was
Vital environment situation of the freedom of the press was good in only Länsi-Suomi and Raumalainen, in the Rauma region exceptionally widely read and used in 2023 also according
Responsible eight countries last year. The number of countries with in Southwest Finland, and the merger of Satakunnan to the Finnish Internet Audience Measurement (FIAM)
business practices the situation classified as “very bad” was at a record Kansa and Länsi-Suomi was announced in December. figures of online audiences.
Sustainability reporting high. Finland retained its fifth position in the ranking.
and metrics Journalism is an essential part of the history of Sanoma,
Independent Assurance and maintaining and building trust is crucial to us. The
Report story of Sanoma began in 1889 when the predecessor of
Helsingin Sanomat, Päivälehti, was founded in Helsinki.
GOVERNANCE

FINANCIALS
More than 130 years later, we continue to produce fact-
based content for Finns, remain committed to the Council of
Helsingin Sanomat built
Mass Media's Guidelines for Journalist, and transparently a secret room in the
communicate our general editorial process. It is the duty
of the media to look critically at those in power, to point
game Counter-Strike,
out the shortcomings of society and to offer its readers with hidden war news
new perspectives. The importance of factual information
has only continued to grow in the world of fake news, The purpose of the initiative published on World Press
conspiracy theories and alternative truths. Freedom Day was to convey independent news about
the war in Ukraine to as many Russian gamers as
Sanoma’s strong news network ensures independent possible.
journalism in Finland. Media Finland has 53 media brands,
of which 18 are in news media. In addition, the Finnish News LEARN MORE ►
Agency (STT), one of the world's oldest news agencies, is
part of Media Finland. Helsingin Sanomat (HS) is the largest

SANOMA ANNUAL REPORT 2023 ∙ 27


Comprehensive network The ET magazine celebrated its 50th anniversary in content that is of interest to young people. HS reaches those
of foreign correspondents September 2023. Having started under the name Eläketieto aged under 35 with appealing articles on topics that affect
Alongside our network of domestic journalists, Sanoma (Pension Information), it has grown into one of the most them and, for example, windowing the best articles on
has an extensive network of foreign correspondents. popular magazines in Finland. ET continuously finds new different platforms. On Instagram, HS is the second-biggest
OUR BUSINESSES HS has correspondents in Berlin, Stockholm, Beijing, audiences as new generations retire. Age positivity has news account in Finland, immediately behind the state-
IN BRIEF Moscow, Brussels, London and Washington, as well as a always been at the core of ET. Minna McGill, Chief Editor of owned Yle News.

SUSTAINABILITY comprehensive network of contributors across the world. Kodin Kuvalehti and ET, celebrated 20 years as chief editor
In 2023, the annually changing HS theme correspondent with Sanoma. McGill talks about an age of deepening Children’s journalism has established its position in the
Sustainability at Sanoma focused on NATO. The new Finland–Estonia correspondent and clarifying. Stories, topics and perspectives need to be daily lives of Finnish children in recent years. HS Kids’
Inclusive learning and a university correspondent focusing on the affairs of considered in more detail in each magazine brand than News was launched as part of the printed HS in 2016, and
■ Sustainable media the University of Helsinki started in their positions early before. It is no longer enough for the editorial team to ask a separate printed newspaper for children was added
2023. IS also has a foreign correspondent for North America the readers what they would like to read about. Now, it is to Sanoma’s product family in autumn 2020. In 2023,
Valued people
and the professional hockey league NHL. necessary to grasp the things that people do not want to HS Kids’ News expanded into the theatre stage for the
Trustworthy data
say aloud. Caring, family ties and questions of good life are first time, when a separate version of the HS Black Box
Vital environment Russia’s invasion of Ukraine continued in 2023, and both emphasised in the topics. theatre show was created for children. In early 2023, HS
Responsible HS and IS continued to regularly report on the ground from Kids’ News TV programme won a Kultainen Venla award,
business practices Ukraine. Journalists sent to crisis areas receive regular Women’s magazine Me Naiset continued its theme weeks, awarding the best TV programmes of the year, in the
Sustainability reporting training and, when returning from war zones, they have which take place four times a year. In summer 2023, Me category of programmes for children and young people.
and metrics an opportunity to talk with occupational health care. HS Naiset tackled issues related to young people both online, At the same time, Nelonen and Ruutu, who produce HS
Independent Assurance continued to publish news on the Ukrainian situation in in social media and in print. Young people aged 15–29 Kids' News, won their first Kultainen Venla award for a
Report Russian in cooperation with two other Nordic newspapers, were given an opportunity to talk about their lives and children's programme. HS Kids' News has been one of the
Dagens Nyheter and Politiken. Friday 24 February 2023, expectations for the future from seven different points of Kultainen Venla finalists four times during its seven year
GOVERNANCE
marking one year of the start of the war in Ukraine, was view. Kirsi Heikkinen, producer of the science magazine history. In 2023, HS Kids’ News began to cooperate with
FINANCIALS visible in many ways in Sanoma’s media. Tiede, was chosen as the science journalist of the year in the Ateneum Art Museum. The My Ateneum programme
February 2023. The article “Hyvä vuosi” (“A good year”) in provided two remote meetings with an art museum
Promoting diversity Kodin Kuvalehti was a candidate for the article of the year in guide and a materials package for a virtual art workshop
with magazine journalism the annual national journalism competition. The candidacy for one hundred fifth- and sixth-grade school classes
Similar to news journalism, magazine journalism is an in the article of the year category was the first ever for a across Finland.
important part of multivocal media. Sanoma’s Lifestyle and Sanoma magazine.
News and Feature Media business units were merged at the In January 2023, Aku Ankka (Donald Duck) magazine
beginning of April. After the merger, the new magazine unit Our media strengthens addressed an important and topical theme: spotting fake
has close to 500,000 magazine subscriptions. The lifestyle literacy and media literacy news. The fake news story wanted to show how easily
magazine brands focus on the print business with the aim 90% of the respondents to News Media Finland’s survey nonsense starts to circulate online when friends start to
of maintaining their important role in consumer media. see a need to strengthen media literacy. One of the most share content that they think is trustworthy on social media.
Our magazines create discussion with room for different significant ways to strengthen media literacy is to support The fake news story brainstormed by the Finnish Aku Ankka
opinions and lifestyles. the relationship of children and young people with media magazine was published simultaneously in all Nordic
and reading. Sanoma’s news media strongly invest in countries and Germany.

SANOMA ANNUAL REPORT 2023 ∙ 28


We also deliver free print copies and digital reading rights independent media, the Council for Mass Media Sanoma’s Editors-in-Chief and supervisors of the editorial
to our newspapers to Finnish schools every year when (CMM). The CMM, established by media publishers and teams are responsible for ensuring all journalists working
participating in the Newsweek (Uutisten viikko, previously journalists, interprets good journalistic practices and for us understand their professional responsibilities.
Sanomalehtiviikko), which focuses on media education. In oversees the methods by which journalists acquire their The Editors-in-Chief and Sanoma’s Forum for the
OUR BUSINESSES September 2023, we participated in the Read Hour reading information in the field of mass communication according Editors-in-Chief develop the editorial culture at Sanoma,
IN BRIEF festival that challenges people of all ages to read more. to the Guidelines for Journalists. provide guidance, follow reader surveys and customer

SUSTAINABILITY feedback and take part in public discussion on editorial


A new team focusing on investigative journalism was We are a member of the CMM and the Guidelines independence, ethics and journalism.
Sustainability at Sanoma established for HS in June 2023. A joint artificial intelligence for Journalists guide all our journalistic work. These
Inclusive learning team of HS and IS was announced in December 2023. Its Guidelines include the principles of professional status, Anyone can submit a complaint concerning a breach of
■ Sustainable media work commenced in early 2024. The HS–IS Lab engages obtaining and publishing information, the rights of good journalistic practice to the Council for Mass Media. In
people from the editorial teams of HS and IS as well as interviewer and interviewees, right to reply and the the event that the Council considers that we have violated
Valued people
Sanoma’s joint news media digital development team. All definition of private and public. They also give guidance the Guidelines for Journalists, we have also committed
Trustworthy data
of the tools and observations developed by the Lab will also for correcting possible errors in the media in question to publishing the Council’s condemnatory decision.
Vital environment be shared with the other Sanoma news media. and how to separate journalism from advertising. The Complaints are handled without delay, impartially
Responsible Guidelines for Journalists are publicly available on the and free of charge. All handled cases are reported
business practices HS is involved in the internship part of Haaga-Helia’s website of the CMM. publicly on the website of the CMM. The CMM received a
Sustainability reporting (University of Applied Sciences) training programme for
and metrics immigrant journalists. The training programme began in
Independent Assurance March 2023, and internships in editorial rooms will continue
Report until spring 2024. One of the goals of the cooperation is to
perceive how HS could have a more diverse editorial team
GOVERNANCE

FINANCIALS
with expertise in key immigrant groups and the countries
they come from as well.
We compiled a glossary
to help understand
HS was Helsinki Pride’s main partner in 2023. Sanoma staff
took part in the Helsinki Pride parade with a parade float of
gender diversity
their own, and, together with Helsinki Pride, we created a The aim of the glossary published during Pride month
glossary to help our personnel in supporting diversity and is to introduce the terms relating to minorities and
increasing awareness. increase awareness and understanding of diversity.

Management approach
to sustainable journalism
When publishing content, we comply with the legislation
on freedom of speech and expression and the legislation LEARN MORE ►
concerning media. In Finland, the ethics of journalism
are supervised by a self-regulatory committee for

SANOMA ANNUAL REPORT 2023 ∙ 29


record number of complaints during 2023. A total of 12 Sanoma considers it necessary to amend the law as a Framework for Responsible Environmental Marketing
complaints were made regarding Sanoma's medias, as result of the Supreme Administrative Court’s decision. Communications.
a result of which HS received four condemnatory rulings
and three acquittals, while IS received one condemnatory Responsible marketing helps In programmatic advertising buying through systems,
OUR BUSINESSES ruling and two acquittals. STT received one condemnatory businesses succeed we use blacklisting, which blocks certain advertisers
IN BRIEF ruling and Aamulehti one acquittal. Almost every Finn spends time with Sanoma's media every and forbidden topics. The display advertising quality
SUSTAINABILITY week, so we are strongly present in the everyday life of specifications, on the other hand, prevent advertising, for
Media Finland monitors the preparation of legislation Finns. Advertising supports Finland’s national economy example, in certain categories or with certain keywords.
Sustainability at Sanoma concerning its industry. The EU is preparing the European and the sustainable growth and commercial success
Inclusive learning Media Freedom Act, aiming to protect the diversity of of companies. It has been proven that a safe, reliable, Management approach
■ Sustainable media media and the freedom of the press. Sanoma’s view is that domestic media environment is positively reflected in to responsible advertising
there is no need for additional regulation on the subject the brand being advertised. Companies build impactful We are committed to complying with the ICC Advertising
Valued people
in Finland, as the existing legislation and self-regulation and effective campaigns with us. Advertising will not be and Marketing Communications Code as well as the
Trustworthy data
of journalism make up a functional regulatory framework. positioned in the midst of hate speech or fake news, and general marketing profiling process. We keep advertising
Vital environment However, Sanoma acknowledges the challenges in certain we automatically identify articles that are not suited for and journalistic content separate as required by the Council
Responsible other EU Member States that the EU aims to address advertising on account of their topics. We strengthen brand for Mass Media and implement restrictions on approved
business practices through the regulation. In cooperation with the Finnish safety by filtering out advertising from news on human forms of advertising. We do not provide advertisers with
Sustainability reporting Media Federation and the European Publishers Council, suffering caused by wars or disasters, for example. digital advertising target groups that include children.
and metrics Sanoma has emphasised that the regulation should We follow the EU Framework for Online Behavioural
Independent Assurance meet its original purpose but not go too far in regulating We review the advertisements we publish in order to Advertising self-regulation principles issued by IAB Europe
Report the press. ensure compliance with the good practice referred to in and the marketing self-regulation guidelines of the Data &
the International Chamber of Commerce (ICC) Advertising Marketing Association of Finland.
GOVERNANCE
In January 2023, the District Court of Helsinki imposed a and Marketing Communications Code. The publication
FINANCIALS fine on a HS journalist for revealing a security secret in a decision is always influenced by the advertisement on the In Finland, the Ethical Council of Advertising monitors
legal case concerning an article on the Finnish Intelligence whole, and each case is reviewed separately. During 2023, the responsibility of advertising and issues statements
Research Centre (Viestikoekeskus). One journalist we have, in particular, continued to develop the verification on whether marketing is contrary to good practice or, for
was also found guilty but not sentenced. The threat of of the truthfulness of environmental claims in advertising example, discriminatory, inappropriate or misleading for
imprisonment and long-term public pressure associated and provided internal training for our personnel to identify children, and applies the ICC Advertising and Marketing
with legal proceedings raise journalists’ and editorial and avoid misleading or incorrect environmental claims. Communications Code. In 2023, there were three
teams’ threshold of addressing socially significant issues, Among other actions, we have provided marketers with advertising-related cases in Media Finland on which the
even if the punishments were moderate. The ruling is tips for sustainability communications and marketing Council issued a notice.
not yet legally binding. In December 2023, the Supreme in the form of a podcast on green claims, the Sanomista
Administrative Court considered the legal fees paid by an vastuullisuudesta podcast. We also closely follow the
employer for legal defence of a HS journalist as taxable preparation of the EU Unfair Commercial Practices
income for the employee regardless of the end result of the Directive, the Environmental Marketing Guidelines of the
legal process. Sanoma’s view is that both these processes Finnish Competition and Consumer Authority and the
and decisions narrow the freedom of speech in Finland.

SANOMA ANNUAL REPORT 2023 ∙ 30


Nelonen Media offers shared The world’s biggest adventure format Amazing Race Audiovisual Programmes, which aims to protect children
experiences through entertainment landed in Finland through Nelonen Media in 2023, and from harmful effects of films and television programmes, for
Nelonen Media is the leading entertainment house in raised concerns about the climate emissions caused by example. Our editorial teams follow the instructions when
Finland focusing on video, audio and events. Our brands tourism. We compiled an information package in which we posting material that may harm vulnerable audiences such
OUR BUSINESSES include Nelonen, Ruutu, Suomipop, Supla and Radio Rock. answered viewers' and media's questions and told about as children and young people. Sanoma cooperates with
IN BRIEF We boost the audiovisual sector by offering jobs, and the ways in which Nelonen Media reduced and offset the air KAVI, in addition to which KAVI trains Sanoma employees

SUSTAINABILITY keep Finnish entertainment competitive and interesting travel emissions of the Amazing Race Finland. engaged in such activities.
alongside international content. We want to support
Sustainability at Sanoma Finnish artists, the music industry and the cultural sector On a weekly basis, Nelonen Media’s radio channels reach In 2021, Sanoma made a state aid complaint to the
Inclusive learning by creating new channels for domestic entertainment more than 2.2 million listeners, and additional listeners are European Commission’s competition authority concerning
■ Sustainable media and content. Our aim is that through entertainment, we attracted by Finland’s most popular podcast service Supla. Finland’s compliance with the state aid regulation and
raise awareness of people's differences and offer different Both the radio channels and Supla podcasts discuss current the definition of the public service remit of Yleisradio.
Valued people
perspectives on society. issues that people are talking about. Sanoma’s goal is to bring clarity to the regulation in a
Trustworthy data
rapidly digitalising and highly competitive TV market. Truly
Vital environment In 2023, Nelonen Media conducted an entertainment survey Management approach to sustainability multivocal media and a fair market are an important part
Responsible investigating Finns’ consumption of TV entertainment: in entertainment of Western society and the interests of the entire industry
business practices how it influences people’s lives, what kinds of emotions Audiovisual programmes published in Finland are and ultimately the Finnish media consumers. The handling
Sustainability reporting and benefits entertainment is perceived to provide, how classified in accordance with the Finnish National of the complaint is currently ongoing with the European
and metrics extensively are these felt among Finns and how the Audiovisual Institute's (KAVI) guidelines and the Act on Commission’s competition authority.
Independent Assurance experiences differ between viewer groups. The results
Report indicated that Finns consider TV entertainment having
an extensive impact on their lives. The study indicated 60
GOVERNANCE

FINANCIALS
different benefits from entertainment to people: it makes
them laugh, it encourages and inspires people to fulfil
Sanoma launched
their dreams, and also offers interesting experiences and a new podcast for
emotions from the comfort of the sofa. Entertainment is
perceived as detaching one from the troubles of life, but
marketers to support
also providing several other benefits that improve daily accurate green claims
life: it offers company, peer support and ideas and tips.
As the most important benefits, TV entertainment brings In the podcast, sustainability professionals discuss
joy to life, helps viewers relax and relieves stress and social responsibility, greenwashing and the
increases personal enjoyment. Entertainment is also seen environmental impact of fashion, logistics and food
as providing people’s daily lives with benefits that might production.
not be conventionally associated with TV entertainment.
Examples of this include the deeper role and significance of LEARN MORE ►
entertainment in opening up new ideas and perspectives
and widening people’s world views.

SANOMA ANNUAL REPORT 2023 ∙ 31


Nelonen Media Live promise, Nelonen Media Live aims to produce safe, to the previous year. Nelonen Media Live continuously
develops sustainability accessible, communal, carbon-neutral, sustainable, develops measures to decrease event emissions and in
fair and entertaining events. Nelonen Media Live uses 2023, for example, transitioned to using low-carbon fuels
Employee and customer the EcoCompass tool to manage and monitor the in event-related transportation and generators. The most
OUR BUSINESSES satisfaction have improved environmental impacts of its events. Each year, we also significant emissions from events are caused especially by
IN BRIEF LEARN MORE ► calculate the emissions of each event with a calculation the visitors' travel to the event.

SUSTAINABILITY model developed with and audited by a third party.


In 2023, the total emissions of all Nelonen Media Live A list of the operating guidelines guiding Media Finland’s
Sustainability at Sanoma events were 8,700 tCO₂e (2022: 8,500). Emissions business is available in our Sustainability policies and
Inclusive learning Nelonen Media Live events remained stable despite the increase in the amount of guidelines. Sustainability-related risks are presented in the
■ Sustainable media During 2023, Nelonen Media Live organised 13 festival visitors. The average emissions of an individual Report of the Board of Directors.
festivals with 148 artists and 280,000 (2022: 268,000) event visitor were 59.4 kgCO₂e (2022: 60.2) in 2023.
Valued people
visitors. Following its “Events for a better tomorrow” Emissions per event visitor declined slightly compared
Trustworthy data
Vital environment
Responsible
business practices
Sustainability reporting
and metrics
Independent Assurance
Report

GOVERNANCE
Our targets and performance
FINANCIALS
OUR FOCUS OUR TARGETS KPIs AND PERFORMANCE 2023

Financial ■ Comparable net sales growth +/-2% ■ -3% (2022: 0%)


performance ■ Operational EBIT margin excl. PPA between 12–14% ■ 6.7% (2022: 10.6%)

Sustainability ■ We promote open democratic society and freedom of speech through our ■ 6 notifications of violation concerning aspects of news
performance independent media articles as defined in the Guidelines for Journalists by The
■ We increase awareness, empathy and tolerance with our journalism Council of Mass Media (2022: 0)
■ We empower shared experiences with our sustainable entertainment and support the local ■ 3 cases of non-compliance against the Advertising and
audio-visual community Marketing Communications Code of the International
■ We enable companies to thrive through our sustainable marketing solutions Chamber of Commerce (2022: 2)

See all our sustainability figures ►

SANOMA ANNUAL REPORT 2023 ∙ 32


VALUED PEOPLE

Equal and inspiring


OUR BUSINESSES
IN BRIEF
workplace with
excellent opportunities
SUSTAINABILITY

Sustainability at Sanoma

to develop
Inclusive learning
Sustainable media
■ Valued people
Trustworthy data
Vital environment Great results call for people working towards shared goals in a
Responsible safe and inspiring environment. We want to offer our employees
business practices meaningful work with a high sense of inclusion and opportunities
Sustainability reporting for personal development.
and metrics
Independent Assurance

12 5,500+
Report

GOVERNANCE

FINANCIALS operating countries with a employees


variety of nationalities

45% 8.2
of senior management strong rating for
are women equal opportunities in
the company

See all our sustainability figures ►

SANOMA ANNUAL REPORT 2023 ∙ 33


Our employees ICT and professional services as well as marketing and Personnel by SBU,
Employees are at the centre of Sanoma’s strategy sales functions. % at the end of 2023
and operations: this is the only way to ensure the level
of engagement and focus on results required for an Diversity, equity 2%

OUR BUSINESSES organisation where creativity and people orientation and inclusion programme
IN BRIEF are key drivers. Our strategic growth ambition requires Our employees come from different cultural and
excellence, focus and full alignment from the employees, educational backgrounds and represent a variety of age Total
SUSTAINABILITY
together with strong capabilities to operate in the current groups. We continuously strive to improve the diversity
46%
5,588 52%

Sustainability at Sanoma challenging operating environment and lead Sanoma to of our workforce as it increases innovation, engagement
Inclusive learning a successful future. The mix of characteristics of Sanoma and understanding of the people and communities we
Sustainable media as an employer is quite unique: meaningful work with serve. We also believe that diversity is not enough without
a strong purpose, a competitive offering and equal inclusion. Therefore, our strategic ambition is an inclusive
■ Valued people
treatment, flexible working arrangements, a collaborative culture where everyone is welcomed, respected and
Trustworthy data Learning
environment and clear opportunities to grow and develop. supported as their own true selves.
Vital environment Media Finland
Other operations
Responsible Sanoma is a substantial employer that operates in 12 In 2023, we continued our online training on unconscious
business practices European countries. At the end of December 2023, we had bias, and in Media Finland, updated the recruitment
Sustainability reporting a total of 5,588 (2022: 5,611) employees, corresponding process to, for example, encourage managers to recruit
and metrics to 5,119 full-time equivalent employees (FTE). 90% (2022: people from diverse backgrounds and pay attention Personnel by country,
% at the end of 2023
Independent Assurance 90%) of our employees are permanent. In 2023, the number to equality and inclusion. In Learning, we identified five
Report of new employees was 642 (2022: 963), while the number pillars of Diversity, Equality and Inclusion (DE&I) we want 3%
3% 6%
of employees who left the company was 845 (2022: 892), to focus on (Culture & Heritage, Generations, Gender,
GOVERNANCE
resulting in an average employee turnover of 13.3% LGBTQ+ and Disability & Neurodiversity). Senior leaders
FINANCIALS (2022: 16.5%). The impact of the process and efficiency became sponsors of these pillars, and attended webinars
12%
Total
improvement program Solar in Learning is somewhat which were held to share understanding of the obstacles
visible in the number of employees who left the company, and challenges faced by people identifying with any of
5,588 51%

12%
having also an impact on the number of new hires. In 2023, these pillars. We delivered training on how to become
there were 326 (2022: 294) employees working on-call for better allies (when not identifying as a minority group)
13%
Sanoma. These freelancers mainly support our events and and on leading with cultural intelligence. In Media Finland,
editorial staff in Media Finland. In addition to Sanoma's we focused especially on improving the services and
own full-time, part-time, and on-call employees, we use employee experience of non-Finnish speaking colleagues
Finland
external resourcing. Sanoma is reviewing these options as a significant minority group. We also created a checklist
Spain
on a continuous basis as part of its strategic workforce for arranging safe and sustainable internal events and
The Netherlands
planning and talent management processes. Currently highlighted the importance of equal, inclusive experience.
Poland
we use external partners and freelancers especially in the Belgium
areas of learning and media content creation, supply chain, Italy
Other

SANOMA ANNUAL REPORT 2023 ∙ 34


We follow our progress in DE&I through chosen measurable 33% (2022: 33%) of the Board members were women. The Code sets out the general principles of ethical conduct
targets and metrics. Providing equal opportunities is At the end of the year, Sanoma’s Executive Management and our responsibilities as an employer. Sanoma’s Diversity
tracked by the Equal opportunities rating in our annual Team consisted of two women and two men. Our target and Inclusion Policy defines our ambition for a diverse
Employee Engagement Survey. In 2023, the rating improved is that by 2030, we have a 50/50 gender balance in our and inclusive workplace: for example, fair treatment and
OUR BUSINESSES to 8.2 (2022: 7.7) which is above the European Benchmark managerial positions. But even more important, our aim is equal opportunities, non-discrimination, equal pay for
IN BRIEF of 7.0 and shows that we have progressed well in the to promote a culture where gender plays no role and there equal roles, and gender-neutral experience. The Policy

SUSTAINABILITY development of a more equal and respectful working is wide diversity in all aspects. 10% of our employees are is approved by the Board of Directors. In our operating
environment. under 30 years old (2022: 10%), 82% are aged between countries, our equality actions are centred around local
Sustainability at Sanoma 30–59 years (2022: 82%) and 8% over 60 years old (2022: equality and non-discrimination plans in addition to
Inclusive learning Of our personnel, 56% (2022: 56%) are women and 44% 8%). More information about the age distribution by Group-wide development work. We strive to build a
Sustainable media (2022: 44%) men. Although our overall gender diversity personnel group can be found in the Sustainability and ESG culture where people feel at ease to bring up any form of
ratio is on a very good level, we recognise that we need to performance figures. misconduct, and also offer them an anonymous Sanoma
■ Valued people
focus on enhancing it in certain teams, such as technology. WhistleB reporting channel. We monitor the total number of
Trustworthy data
In 2023, the share of women who were team managers We have zero tolerance for any form of discrimination, reported misconduct cases, and all cases are investigated
Vital environment increased to 47% (2022: 44%) and directors or senior harassment or bullying at the workplace, and we cover thoroughly. Learn more about our actions on preventing
Responsible management to 45% (2022: 41%). At the end of 2023, equality, equity and inclusiveness in our Code of Conduct. misconduct in Responsible business practices.
business practices
Sustainability reporting
and metrics
Independent Assurance
Report
Gender diversity, Employee distribution by age, In June we celebrated Pride
GOVERNANCE % at the end of 2023 % at the end of the year month to highlight the rights of
FINANCIALS Board of sexual and gender minorities
Directors 33% 67%
32% 31%
LEARN MORE ►
Executive 27% 26%
Management 50% 50%
Team 23% 24%

Directors and
Senior 45% 55%
Management
Managers
with 47% 53%
8% 8% 8% 8%
This is how Ahmed Zafaat,
2% 3%
Subordinates
Muhammad Faizan, Azhar
< 25 25–29 30–39 40–49 50–59 > 60
Employees 57% 43%
Munir and Zahoor Khan from
2022 2023 Sanoma celebrate Ramadan
Female LEARN MORE ►

Male

SANOMA ANNUAL REPORT 2023 ∙ 35


Wellbeing and As a learning and media company, our employees’ develop employees’ skills through various programmes.
professional development professional development and ability to gain new skills is In 2023, we launched a training academy for our digital
The majority of our employees work in an office environment critical for the future growth and execution of our strategy. teams as well as communities of practice and other
and a key priority is to manage their work-life balance, The changing operating environment and the growth of expert networks. To develop future leaders in Learning, a
OUR BUSINESSES workload and related stress factors. This is mainly done our learning business also opens up opportunities to find leadership programme designed to support activating
IN BRIEF locally in our operating companies and functions. The new roles and responsibilities within the organisation. the matrixed organisation was developed together with
SUSTAINABILITY learning & training module in Learning’s HR system Local learning plans lead our employees’ professional Aspira Leadership, and 45 employees across our business
Workday provides an online training platform that covers development, and are complemented with business-wide attended this development opportunity.
Sustainability at Sanoma topics such as DE&I, leadership, wellbeing, and self- training and talent development programmes bringing
Inclusive learning leadership. In addition, we offer other online training on together employees across business. To further enhance In Media Finland, more than 300 employees joined more
Sustainable media various topics to increase the wellbeing and know-how strategic training management in Learning, we follow a extensive training events and courses provided by Sanoma
of our employees. Professional development is supported three-year learning & development plan with quarterly Academy, focusing for instance on leadership skills,
■ Valued people
through regular performance and development reviews. focus areas. Another significant step in supporting our coaching, self-leadership, journalistic skills and mentoring.
Trustworthy data
In 2023, approximately 99% (2022: 90%) of Learning’s strategic workforce and talent planning in Learning is the The mentoring programme was arranged for the fifth time.
Vital environment employees had a regular performance and development new human resources information system Workday, which Also, internal job rotations were encouraged across units,
Responsible review with their manager. In Media Finland, all employees was fully adopted during 2023. with specific focus on journalistic roles.
business practices are in the scope of performance and development reviews,
Sustainability reporting and we are developing the monitoring of those reviews. To To correspond to the transformation and growth needs of
and metrics support wellbeing, engagement, and inspiration, we also the learning business, we enhance knowledge sharing and
Independent Assurance provide local initiatives like walking, skiing or bird-watching
Report challenges, field trips, the Breakpro app for exercise during
work days and online training. Also, employee expectations
GOVERNANCE

FINANCIALS
around ways of working and flexibility have changed.
Therefore, we have continued to invest in office restructurings
Aiming for a more
to support our employees’ work-life balance with flexible diverse editorial team
working time and tools and equipment for remote work. In
Learning, we also provided training on how to lead hybrid Helsingin Sanomat cooperates with Haaga-Helia’s
teams, and will continue with this training in 2024. training programme for immigrant journalists. The
aim of the cooperation is to develop the diversity of
In Media Finland, a wellbeing mentoring network funded the editorial team and expertise in key immigrant
by the Finnish Work Environment Fund finished their groups and the countries they come from.
training and continued and expanded their work with the
aim of sharing best practices and developing new ways
of supporting mental wellbeing, management of work-
related stress and work-life balance. Business unit specific LEARN MORE ►
interventions were also carried out in collaboration with
external service providers and professionals.

SANOMA ANNUAL REPORT 2023 ∙ 36


Employee engagement survey Occupational health and safety Developing employee awareness is the primary method
Sanoma conducts an annual Employee Engagement Every employee has the right to work in a safe and healthy of ensuring safety at work. The likelihood of accidents is
Survey (EES) for all its employees at the beginning of each environment. Our Human Resources management model reduced by carefully processing every observation in our
calendar year. Sanoma follows an Employee Experience ensures the well-organised management of occupational printing houses and reviewing it with employees to ensure
OUR BUSINESSES Index (EEI) to report the annual EES survey results. The health, safety and wellbeing of our people. Sanoma’s the right precautionary attitude towards incidents. In 2023,
IN BRIEF EEI is a 10-item index that measures how employees feel occupational health and safety management system covers there were no serious work-related accidents or fatal

SUSTAINABILITY about the work environment, how engaged they are, how all Sanoma employees. We provide occupational healthcare accidents. The lost time accident injury rate (LTA) for the
committed they are to the organisation, and how likely services, including preventive services, to all our employees to printing facilities was 3.2 (2022: 9.2). In total, 3 (2022: 4)
Sustainability at Sanoma they are to promote our organisation externally. The EES promote their health and maintain work ability. Occupational injuries resulted in at least 3 lost working days, 2 (2022: 1) of
Inclusive learning results are reported to the management and the Board healthcare is, at minimum, arranged according to local legal them while commuting.
Sustainable media of Directors, and shared and discussed in the operating requirements and practices. Employees can participate in

■ Valued people
companies and functions. the development, implementation, and evaluation of the Management approach
occupational health and safety management through both to human resources topics
Trustworthy data
For our 2023 EES survey, the response rate increased formal and informal methods. Informal methods include open In Learning, our human resource development is led by the
Vital environment to 92% (2022: 87%). Our Employee Experience Index dialogue through internal communications channels, surveys, Chief Human Resources Officer, and on a local level by the
Responsible improved to 7.5 (2022: 7.3), being in line with the long-term and direct contact with the Human Resources function. respective HR Director and organisation in each country or
business practices target level. Compared to peers, Sanoma’s EEI continues Formal participation includes workers’ representation in local region. In Media Finland, human resources are led by the
Sustainability reporting to be above the European benchmark level of 7.1. The joint management, for example worker health and safety Chief Human Resources Officer and a team embedded in
and metrics highest score was yet again reached on leadership and committees. In 2023, Sanoma’s overall sick absence rate the different business units. The Chief Human Resources
Independent Assurance relationship with direct manager. Managers’ skills in was 4.0% (2022: 4.3%). Sanoma has developed work ability Officers in both Learning and Media Finland are members
Report building relationships with employees and showing trust management, and, for example, the use of services related to of the SBU management teams. The Human Resources
and respect are highly appreciated among employees. mental wellbeing increased in Finland. Committee of the Board of Directors is responsible for the
GOVERNANCE
A good workplace environment, characterised by strong evaluation of related policies, practices, development
FINANCIALS collaboration with colleagues, supportive managers Sanoma owns two printing houses in Finland, where plans and the performance of the key executives, including
and equal opportunities stayed on a good level. Areas we focus on preventive measures to ensure safe work the two human resources executives. A list of policies and
of improvement include remuneration, development procedures. Health risks are mainly related to tripping or guidelines guiding Sanoma’s Human Resources practices
opportunities, and more streamlined work processes. slipping. In warehouses in both Learning and Media Finland, can be found in Sustainability policies and guidelines.
the most common injuries are related to handling loads, Topic-specific risks are disclosed in the Report of the Board
Building a great workplace with an inspiring and falling or forklift truck accidents. At the end of 2023, Sanoma’s of Directors (Risks and risk management).
sustainable company culture plays a key role in attracting printing houses had 176 (2022: 182) employees in Finland
and retaining talent, as well as increasing commitment and (3% of the total number of employees). The work in the Employee benefits offered to our employees are defined
engagement. The Employee Net Promoter Score (eNPS) printing houses differs from office work. Therefore, we follow locally. In Sanoma’s largest companies, the benefits
signals how likely employees would recommend Sanoma and report accidents as well as high-potential injuries and provided for full-time employees do not vary from the
as an employer. The eNPS measured in the EES remained close-calls at work only concerning the two printing facilities benefits offered to the part-time employees for the most
stable at 7 (2022: 7) on a scale from -100 to +100. The in Finland. Both printing facilities have a safety management part. Information on remuneration principles of the Board
European benchmark in 2023 was 5. Our target is to reach system in place, and accidents are reported internally to all of Directors and the President and CEO can be found in our
an eNPS score above 10 by 2025. printing facility workers and communicated on-site daily. Remuneration Report 2023.

SANOMA ANNUAL REPORT 2023 ∙ 37


In October 2023, Sanoma launched a three-year process affect them, varies between two weeks to two months, for employees not covered by collective bargaining
and efficiency improvement program Solar in Learning. in general. For most of the organisations with collective agreements, Sanoma determines their working conditions
Its impact on personnel was somewhat visible in the 2023 bargaining agreements, the notice period and provisions and terms of employment based on local labour
headcount, while a larger impact is expected in 2024. for consultation and negotiation are typically specified in legislation or collective bargaining agreements that cover
OUR BUSINESSES In addition, personnel negotiations took place in the collective agreements. other employees.
IN BRIEF companies acquired in Media Finland in 2023. In regard to

SUSTAINABILITY notice periods, Sanoma complies with local legislation and Employees’ right to freedom of association is an important
the notice periods specified in collective agreements in all value supported by Sanoma. As a signatory of the UN
Sustainability at Sanoma of its operating countries. In Sanoma’s largest companies, Global Compact, we commit to principle three on the right
Inclusive learning the minimum notice period typically provided to employees to freedom of association and collective bargaining. At the
Sustainable media and their representatives prior to the implementation of end of 2023, 70% (2022: 69%) of Sanoma employees were
significant operational changes that could substantially covered by collective bargaining agreements. In general,
■ Valued people
Trustworthy data
Vital environment
Responsible
business practices
Sustainability reporting
and metrics Our targets and performance
Independent Assurance
Report OUR FOCUS OUR TARGETS KPIs AND PERFORMANCE 2023
GOVERNANCE ■ We create an ■ Annually, our Employee Experience Index is on a favourable level ≥ 7.5 ■ Employee Experience Index: 7.5
equal and inclusive (Scale 0-10, European Benchmark 7.1) ¹ (2022: 7.3)
FINANCIALS workplace together ■ Our people feel that we provide equal opportunities, and our Equal ■ Equal opportunities in my company rating: 8.2
■ Our people create our
opportunities rating is on a favourable level, ≥ 7.6 (Scale 0-10, European Benchmark 7.0) (2022: 7.7)
knowledge capital and
■ We promote diversity and gender neutrality throughout our business and ■ Managers with subordinates: 47% w / 53% m (2022: 44% / 56%)
together we promote
aim for a 50/50 gender balance in managerial positions by 2030 ■ Directors and Senior Management: 45% w / 55% m (2022:
wellbeing, training
■ The Board of Directives objective is that both genders are represented of the 41% / 59%)
and safety
Board with the share of under-represented gender being at least 40% ■ Board of Directors: 33% w / 67% m (2022: 33% / 67%)
■ We are a great workplace
and support an inspiring ■ We continuously seek to develop Sanoma as a great place to work, and by ■ Employee Net Promoter Score: 7
and sustainable 2025, we aim to reach an Employee Net Promoter Score (eNPS) > 10 (Scale -100 to +100, European Benchmark 5) (2022: 7) 2
company culture
1
EEI is a 10-item index measured in the annual employee engagement survey, scale 1–10.
2
The eNPS score for 2022 has been adjusted according to new reporting.

See all our sustainability figures ►

SANOMA ANNUAL REPORT 2023 ∙ 38


TRUSTWORTHY DATA

Using data customers


trust us with to create
OUR BUSINESSES
IN BRIEF

SUSTAINABILITY

Sustainability at Sanoma
Inclusive learning
tailored learning and
Sustainable media
Valued people
■ Trustworthy data
media content
Vital environment Data, especially personal data, is an essential part of our business,
Responsible putting privacy and security as well as customer trust at the core
business practices of our daily work. In 2023, we continued implementing our Privacy
Sustainability reporting Programme and Privacy and Security by Design process to ensure that
and metrics privacy and data protection is built into our products.
Independent Assurance
Report

Ethical AI
32
GOVERNANCE

Principles
FINANCIALS

Privacy Champions
published

0 Continuous
privacy training
major data breaches
of all employees

See all our sustainability figures ►

SANOMA ANNUAL REPORT 2023 ∙ 39


Privacy and security in Learning transparently about its advertising practices and third Sanoma has nominated employees with privacy
Data empowers teachers to optimise teaching and parties involved, and actively participates in the EU level responsibilities in key business areas. During 2023, there
students to receive personalised learning. Educational development of advertisement related standards to were 32 (2022: 32) nominated Privacy Champions across
technology is rapidly evolving from smart to intelligent continuously improve market practices. our businesses. Privacy Champions are trained to be the
OUR BUSINESSES digital classrooms. Learning strives to lead this digital first line of support in privacy-related topics as well as to
IN BRIEF transformation of education with advanced multi- Privacy and Security Programmes follow relevant privacy laws and guidelines created to

SUSTAINABILITY channel blended learning solutions. Data is an integral To ensure customer trust and compliance with privacy help implement privacy into everyday operations. Privacy
part of our digital learning products. It helps teachers laws, Sanoma's Group-wide Privacy Programme ensures Champions are also responsible for ensuring that Privacy
Sustainability at Sanoma enhance learning outcomes, engagement and workflows, we continuously improve the responsible use of personal Impact Assessments (PIAs) are conducted for new personal
Inclusive learning and supports students in optimising their individual data. Through the programme we support the ability to
Sustainable media learning paths. We process personal data mostly as a use data to bring value to our customers, while protecting
‘data processor’ on behalf of customers, i.e. schools and personal data throughout its entire lifecycle, which is at the
Valued people
municipalities. This means that schools and municipalities core of our everyday business. The Privacy Programme is HS and IS establish a joint team
■ Trustworthy data
decide the purposes and lawful basis for data processing supported by a separate Group-wide Information Security
to use generative artificial
Vital environment and instruct us to process data accordingly. Programme, which aims to strengthen our Information
intelligence in newsrooms
Responsible security measures across the organisation to protect
business practices Privacy and security personal data and key data assets. LEARN MORE ►

Sustainability reporting in Media Finland


and metrics With the customer data entrusted to us, we develop
Independent Assurance high-quality and personalised media in Media Finland.
Report Data plays a key role in creating fact-based journalism
and providing tailored information and services to our
GOVERNANCE

FINANCIALS
media customers. In Media Finland, our role is mostly
as a ‘data controller’ when handling the personal data
Sanoma defines
of our customers, readers and viewers. Data helps ethical principles
us develop and customise our products further. We
use data to improve our journalistic content, develop
for the responsible
personalised recommendations in media, drive use of artificial
customer-centric marketing, and improve the customer intelligence (AI)
experience of our digital applications. Journalistic
By following the principles, we monitor the safe,
content recommendations are based on editorial
appropriate and responsible use of artificial
decisions and algorithms, transparently explained, and
intelligence.
users have the option to switch off the personalisation
feature. Personal data is also an essential asset in digital
advertising. Advertisers value the ability to target the LEARN MORE ►
customers by segments, and media users prefer to see
relevant advertising only. Media Finland communicates

SANOMA ANNUAL REPORT 2023 ∙ 40


data processing purposes, and that data processing Sanoma’s Ethical Artificial Intelligence (AI) Principles
is documented as required by law. In our Learning
businesses, the role of a Privacy Champion was changed
from a country-specific part-time responsibility to a full-
OUR BUSINESSES time position in a centralised team of five full-time privacy Fairness with Aim for The use of AI in our products aims to reflect the values we operate
IN BRIEF and security professionals. The transition from part-time on such as Freedom of Speech and Creating a Positive Learning
Positive Impact Impact. AI should be used in a fair manner, considering values such
SUSTAINABILITY responsibilities to full-time roles will continue in 2024. In as human rights, privacy, and non-discrimination.
Media Finland, the Privacy Champion role is a beneficial
Sustainability at Sanoma aspect to the employee’s primary role in the respective
Inclusive learning business. Sanoma has also tailored more specific privacy Accountability by People are always responsible for the decisions made by AI
solutions that we use.
responsibilities related to various business roles. Examples humans
Sustainable media
of these roles include Data Breach Management task force Our teams are engaged throughout the entire lifecycle of
Valued people algorithms: in the planning, development and maintenance of our
members, development teams and service managers as
■ Trustworthy data own AI models and algorithms.
well as data scientists across all businesses.
Vital environment
Responsible Every year, to ensure our employees know how to apply Explainability We aim to use AI of which reasoning can be understood by the
business practices people who are accountable for it, and we ensure that we can
data security and privacy practices in their daily work, explain the functionality of such AI system’s sufficiently.
Sustainability reporting we conduct various privacy and security training and
and metrics awareness measures with employees. Sanoma’s Code
Independent Assurance of Conduct e-learning, mandatory for all employees, Transparency We communicate transparently about our use of AI and how it
impacts the end users of our products.
Report contains dedicated sections for privacy and security. In
2023, Sanoma also produced several internal awareness
GOVERNANCE
campaigns on information security such as webinars, Risk and Impact We assess the planned and potential impacts of our technology
FINANCIALS to individuals and society at large. AI Assessments are integrated
intranet articles and blog posts on keeping information Assessment into our product development process considering privacy and
safe, as well as gaming that helps identify phishing emails. security by design. We implement appropriate measures to ensure
accuracy, robustness, and security of our AI solutions to mitigate
identified risks.
To address, manage and notify authorities and data
subjects about personal data breaches, and to monitor
short-term and long-term corrective actions, we follow Oversight We commit to regular monitoring of how we fulfil these principles in
our AI operations. As the development of AI is a fast-evolving topic,
Sanoma's personal data breach management process. we will evaluate and update these principles periodically to ensure
During 2023, Sanoma had a total number of 164 (2022: they reflect lessons learned from our experience.
196) personal data breaches, out of which Sanoma
considers 0 (2022: 0) as major ones. Most of the minor
breaches occurred mainly in the media business’ B2C sales
domain, and typically were related to a single customer’s
data. Sanoma did not receive any formal substantiated
complaints, notices, orders or penalties related to personal
data breaches from the regulatory authorities during 2023.
SANOMA ANNUAL REPORT 2023 ∙ 41
Privacy and Security by Design Third parties processing data on Sanoma’s behalf are and the privacy obligations for processing personal data
Privacy is incorporated into our product and business contractually bound to comply with our Supplier Code of are described in detail for Media Finland in the Privacy
development through a ‘Privacy and Security by Design’ Conduct and Data Processing Agreement, which defines Portal (in Finnish). Links to privacy and security notices of
process. Conducting Privacy Impact Assessments (PIAs) and instructs the suppliers on the data protection measures Learning-specific products can be found on sanoma.com.
OUR BUSINESSES is an essential mechanism for ensuring new purposes of they need to implement on Sanoma’s behalf. We continue
IN BRIEF data processing are compliant with the requirements of to regularly monitor data transfers outside the European Fair and transparent use of AI
SUSTAINABILITY privacy laws. When developing our own digital products, Economic Area by conducting Transfer Impact Assessments. At Sanoma, artificial intelligence (AI) can be used
product development teams review privacy and security for, among other things, providing journalistic
Sustainability at Sanoma checklists, conduct threat assessments for the planned We continuously develop the transparency of data recommendations, personalised features in entertainment,
Inclusive learning technical changes, and implement other information processing by providing Privacy Policy Statements and and adaptive learning solutions. For example, our
Sustainable media security safeguards to their products. In addition, our team Privacy Notices about our products to data subjects, our newspapers use AI to customise their front page and to
of information security experts develop our Information readers and viewers in Media Finland and by informing our limit information bubbles. Basically, the front page of a
Valued people
Security Policy and standards to drive the implementation customers about privacy in Learning. Our media customers newspaper is a combination of four elements: stories
■ Trustworthy data
of security controls consistently across the organisation. have the right to ask us, as a data controller, to provide chosen by the journalist for the front page, fixed frontpage
Vital environment them access to and correct or delete their data, if needed. articles, content recommended for each user and surprises
Responsible All our businesses are required to record how data is In 2023, Media Finland received 120 (2022: 80) consumer to break information bubbles.
business practices processed and how data retention times are implemented. requests for data access, deletion and portability. As a data
Sustainability reporting Our Privacy team regularly reviews defined retention processor in Learning, we assist our customers to fulfil their When using AI, we apply privacy and personal data
and metrics periods and validates the implementation of the process. data subject requests. The purposes of data processing protection principles and practices defined in Sanoma’s
Independent Assurance
Report

GOVERNANCE
Sanoma’s Privacy and Security by Design -process in product development
FINANCIALS

101010
010101
Developing digital Iterating to develop
products: Assessing threats new features
and implementing privacy based on customer
Assess privacy Screening and Transparency and
and security controls experience
impacts of new data selecting sustainable privacy rights of
processing suppliers customer using product

Iterative product lifecycle development process

SANOMA ANNUAL REPORT 2023 ∙ 42


Privacy and Data Protection Policy as well as Sanoma’s model that guides the implementation of relevant privacy Internal Audit reviews the Privacy Policy implementation on
Principles of Ethical Use of AI, established and internally laws into our operations. Policies are reviewed on an a regular basis. Privacy compliance is reported twice a year
approved in 2022−2023. The principles include Fairness annual basis and changes are approved by the Board to the Audit Committee of the Board of Directors.
with Aim for Positive Impact, Accountability by humans, of Directors. Our dedicated Privacy team in the Group
OUR BUSINESSES Explainability, Transparency, Risk and Impact Assessment Legal function, headed by the Data Protection Officer, is The interpretation of the ePrivacy Directive remains unclear
IN BRIEF and Oversight to monitor the implementation. During responsible for the oversight of the implementation of the across the EU, which is why there have been various authority

SUSTAINABILITY the preparation, an external AI expert has reviewed the Privacy and Data Protection Policy across our businesses. In enforcement actions during 2021−2023 regarding consent
principles, particularly in anticipation of the proposed EU AI addition, the Privacy team monitors relevant authority and practices for the use of cookies and similar identifiers. Media
Sustainability at Sanoma Act. In addition, Sanoma’s businesses have been provided industry guidelines, and develops guidance and training Finland has received an authority decision from the Finnish
Inclusive learning with guidance on the compliant use of new generative AI to help business and technology teams implement legal Transport and Communications Agency (Traficom) about its
Sustainable media capabilities that were brought to market in 2023. During requirements in practice. Both Learning and Media Finland cookie practices in 2023, which was appealed to the Helsinki
2024, we plan to integrate AI Assessments into our Privacy have appointed a “privacy owner” who reports directly to Administrative Court to gain clarity on the technical scope
Valued people
and Security by Design process. the CEO of the business and is responsible for ensuring and applicability of the ePrivacy Directive rules.
■ Trustworthy data
that privacy requirements are implemented into business
Vital environment Management approach to privacy, operations. Implementation is supported by Privacy A list of policies and guidelines guiding Sanoma’s
Responsible security and data protection Champions nominated into relevant business units. PThe privacy, security and data protection can be found on in
business practices In our privacy work, we focus on fair and transparent p/ogress of implementing Sanoma’s Privacy Programme Sustainability policies and guidelines. Topic-specific risks
Sustainability reporting practices defined in Sanoma’s Privacy and Data Protection is reviewed with a Privacy Board in Learning and Media are disclosed in the Report of the Board of Directors (Risks
and metrics Policy. It determines the main principles and governance Finland, including respective CEOs, on a quarterly basis. and risk management).
Independent Assurance
Report

GOVERNANCE

FINANCIALS Our targets and performance


OUR FOCUS OUR TARGETS KPIs AND PERFORMANCE 2023
■ Data supports quality learning and helps sustain ■ All our nominated Privacy Champions have completed ■ Number of nominated Privacy Champions across our
independent media role-based training and operate across our businesses businesses: 32 (2022: 32)
■ Our Privacy programme safeguards data while to provide privacy support
enabling its transparent and compliant use
■ We use artificial intelligence responsibly and ■ We provide training on Privacy- and Security-by-Design ■ Annual number of data breaches: In total 164 (2022: 196)

transparently to all our developers data breaches, out of which 0 major (2022: 0)
■ We train our permanent data breach management task
force to handle personal data breaches

See all our sustainability figures ►

SANOMA ANNUAL REPORT 2023 ∙ 43


VITAL ENVIRONMENT

Protecting the
OUR BUSINESSES
IN BRIEF
climate and building
awareness of
SUSTAINABILITY

Sustainability at Sanoma

sustainability
Inclusive learning
Sustainable media
Valued people
Trustworthy data
■ Vital environment
Sanoma’s climate strategy is an important part of our 2030 business
strategy, transforming our business to meet the requirements of a
Responsible
business practices low-carbon economy, aligned with the Paris Agreement 1.5°C goal.
Our ambitious environmental action focuses on climate and
Sustainability reporting
and metrics biodiversity impacts throughout our value chain.
Independent Assurance
Report

GOVERNANCE

FINANCIALS
Science Based
Targets -initiative 31%
reduction in own operations
approved climate targets
GHG emissions from 2021

29% A-
reduction in value chain GHG Leadership level in
emissions1 from 2021 CDP climate rating
1
Scope 3 categories 1, 3, 4.

See all our sustainability figures ►

SANOMA ANNUAL REPORT 2023 ∙ 44


Sanoma’s carbon footprint Sanoma's GHG emissions 2023
Sanoma reports greenhouse gas (GHG) emissions
according to the Greenhouse Gas Protocol provided by
the World Business Council for Sustainable Development Total

108,900
OUR BUSINESSES (WBCSD) and World Resources Institute (WRI). Sanoma’s
IN BRIEF operations generate greenhouse gas emissions in our own

SUSTAINABILITY operations (Scope 1 and 2) and value chain (Scope 3). tCO2e
Scope 1 covers direct emissions from owned or controlled
Sustainability at Sanoma sources, such as company cars. Scope 2 covers indirect
Inclusive learning emissions from the generation of purchased energy
Sustainable media consumed. Scope 3 includes other indirect emissions that
occur in the value chain. In 2023, our total GHG emissions
Valued people Scope 1 and 2 Scope 3
were 108,900 tCO2e (2022: 145,100).

6% 94%
Trustworthy data
■ Vital environment Value chain (Scope 3) emissions are the most significant
Responsible source of GHG emissions for Sanoma. In 2023, 94%
business practices (2022: 94%) of our total GHG emissions resulted from our
of GHG of GHG emissions
emissions
Sustainability reporting value chain. 62% of total GHG emissions resulted from
and metrics purchased goods and services (category 1), including e.g.
Independent Assurance
Report
paper purchases, energy and material usage for printing
newspapers, magazines and books as well as marketing
62% 16% 2% 14%
and TV production services. Transportation and distribution Purchased goods Transportation Digital use of sold Other emissions, e.g.
GOVERNANCE and services of products products end-of-life treatment
(category 4) of our learning and media products created
of sold products,
FINANCIALS 16% of our total emissions. In addition, capital goods waste, employee
(category 2), fuel- and energy-related activities (category and business travel,
3), waste (category 5), business travel (category 6), investments
employee commuting (category 7), use of sold products
(category 11), end-of-life treatment of sold products
(category 12) and investments (category 15) create
emissions. We also calculate and report Nelonen Media Facilities, warehouses Content creation Physical delivery of Digital production Customer using
Live events’ GHG and biogenic emissions separately and and printing houses learning materials, and delivery of product
Material production
energy usage newspapers and learning materials,
include them into Sanoma’s Group-wide reporting. Print production of magazines newspaper,
Company cars
books, news­papers magazines and
and magazines entertainment
Our own operations’ Scope 1 and 2 GHG emissions
represented 6% (2022: 6%) of our total GHG emissions Marketing services

in 2023. Our own operations create direct (Scope 1)


emissions through the use of owned and leased cars as

SANOMA ANNUAL REPORT 2023 ∙ 45


well as reserve power used in printing houses and office have the biggest impact on Sanoma’s GHG emissions: the Manu printing house in Tampere followed in the beginning
facilities. Indirect own operations’ (Scope 2) emissions printed products, services and transportation. of November 2023. During 2023, the consumption of
result from energy used in two media printing houses electricity, district heating and cooling in both our owned and
and offices in Finland as well as Learning’s offices and In addition to the science-based emission reduction leased properties controlled by Sanoma also declined clearly
OUR BUSINESSES warehouses throughout Europe. targets, Sanoma aims to be carbon neutral in all operations to 39 GWh (2022: 43 GWh) as a result of AI optimisation of
IN BRIEF by 2030. This means that in 2030, Sanoma’s aim is to heating use in our headquarters Sanoma House in Helsinki,

SUSTAINABILITY Climate targets validated by the compensate emissions that cannot be avoided or reduced. as well as in both printing houses. In addition, earlier energy
Science Based Targets initiative efficiency projects and office floorspace restructurings
Sustainability at Sanoma In 2023, the Science Based Targets initiative (SBTi) Scope 1 and 2: Reductions reduced energy consumption both in Media Finland and
Inclusive learning approved Sanoma’s near-term science-based emission in our own operations’ Learning. In 2023, we continued office restructuring projects
Sustainable media reduction targets for our own operations (Scope 1 and emissions and energy use in Finland, the Netherlands, Spain, Norway and France.
2) and value chain (Scope 3). This validation confirms In 2023, our own operations’ emissions (Scope 1 and 2) The share of fossil-free electricity increased to 93% (2022:
Valued people
that Sanoma’s climate strategy and business model are declined by 31% (2022: 7%) compared to our comparison 92%). Our target was to use only fossil-free energy by
Trustworthy data
compatible with the transition to a sustainable economy year 2021. In Scope 2, our energy-related emissions declined the end of 2023, which we aim to reach in 2024. Currently
■ Vital environment and the limiting of global warming to 1.5°C in line with the by 54% (2022: 15%) mainly due to the result of transitioning our office facilities and warehouses in Media Finland and
Responsible Paris Agreement. to renewable heating in Finland. Our Sanomala printing Sanoma Pro (Finland), Sanoma Utbildning (Sweden), Iddink
business practices house in Vantaa transitioned to renewable heating already in (Netherlands), Van In (Belgium), Santillana Spain and
Sustainability reporting Sanoma’s validated SBTi target for our own operations is late 2022 and Sanoma House headquarters in Helsinki and Sanoma Italy already use fossil-free electricity.
and metrics to reduce absolute Scope 1 and 2 GHG emissions by 42%
Independent Assurance by 2030 from the 2021 base year. In 2020-2021, Sanoma
Report halved its own operations’ (Scope 1 and 2) emissions.
We also aim to transition to fossil-free electricity by
GOVERNANCE

FINANCIALS
the end of 2023 (93% achieved) and energy (heating,
cooling and reserve power) by 2030. Both energy-related
Significant
targets support us in reaching our Scope 2 emission improvements to
reduction target.
energy efficiency in
Since the majority of Sanoma’s greenhouse gas emissions facilities and printing
originate from indirect Scope 3 emissions we aim to houses in Finland
annually reduce them by 38% by 2030 from the 2021
base year. This Scope 3 target applies to Sanoma’s Sanoma also invested in renewable district heating
GHG emissions under categories 1 purchased goods during 2023 to reduce its own operations GHG
and services, 3 fuel and energy related activities and 4 emissions.
upstream transportation and distribution, which together
accounted for over 80% of Sanoma’s value chain emissions LEARN MORE ►
in 2023. In Scope 3, our current focus is on categories which

SANOMA ANNUAL REPORT 2023 ∙ 46


In 2023, 73% (2022: 57%) of energy used by Sanoma was Scope 3: Value chain We continued to cooperate with our suppliers help reduce
fossil-free. We aim to use only carbon fossil-free energy, emission reductions the GHG emissions and our common climate footprint. We
including heating and cooling, by 2030. The increase in the Our most significant climate impacts derive from the encourage our suppliers to measure their climate footprint
share of fossil-free energy followed our switch to renewable indirect emissions of our supply chain. During 2023, and energy used. Annually, we collect allocated data
OUR BUSINESSES heating in Finland during 2022−2023. We also closely our Scope 3 value chain emissions declined by 29% in from the suppliers to calculate Sanoma’s GHG emissions
IN BRIEF follow the energy intensity of our own operations in relation categories 1, 3 and 4 compared to our base year 2021. according to the GHG Protocol. Our focus is especially on
SUSTAINABILITY to the number of employees. Our energy intensity declined These categories represented over 80% of all our Scope supporting our paper and printing suppliers in reducing
to 6.9 MWh/employee (2022: 7.7) in 2023. In Scope 1, our 3 emissions in 2023. We also closely follow our emission GHG emissions related to the materials’ production
Sustainability at Sanoma emissions increased slightly by 3% compared to our base intensity in relation to net sales. Our emission intensity and transport, and to ensure we continue to reduce
Inclusive learning year 2021. Sanoma has started the transition towards declined to 0.08 tCO2/EUR 1,000 of net sales in 2023 our emissions in line with our targets. Sanoma favours
Sustainable media electric and hybrid vehicles especially in the Netherlands, (2022: 0.11). suppliers that set ambitious energy and emission reduction
Belgium and Poland, and will continue this to reduce its targets to transition towards a low-carbon future. We also
Valued people
Scope 1 emissions. In our media business, the transition from print to follow-up on our key suppliers’ climate targets to develop
Trustworthy data
digital continued and as a result, the amount of print- our climate-related scenarios. In addition to climate action,
■ Vital environment Several of the facilities Sanoma leases have a certification related (paper, materials, logistics) GHG emissions we favour suppliers with a commitment to professional
Responsible for environmental management systems. In Finland, our declined. In our learning business, paper consumption environmental management and certified environmental
business practices headquarters Sanoma House is Breeam-certified and our also decreased, and following this, the printing-related management systems.
Sustainability reporting printing houses hold an ISO 14001 certification. Our office in emissions (energy, materials and logistics) declined.
and metrics Norway is also Breeam-certified. The Netherlands (Iddink) Our Paper suppliers continued their active work to
Independent Assurance and Italy (Sanoma Italy) also hold ISO 14001 certifications. reduce their GHG emissions, which resulted in lower
Report paper-specific carbon profiles and supported Sanoma’s

GOVERNANCE
Waste generated emission reductions. Several of our print suppliers
Sanoma’s printing houses, facilities and warehouses continued to transition to renewable energy, which was
FINANCIALS generated 5,800 tonnes of waste (2022: 5,400) in 2023. The positively reflected in our performance. For our services,
amount of waste increased slightly. Waste management is we developed our calculation model so that it reflects the
part of each facility’s environmental management system. actions of our suppliers and as a result, especially ICT
Recycled and reused waste accounts for 80% of Sanoma's and consulting-related GHG emissions declined. Going
waste. Sanoma monitors closely the amount of waste types forward, developing our cooperation with TV production
in its printing houses, since these production facilities are companies will be key to the continued reducing of our
the biggest source of waste. All waste was either recycled service-related GHG emissions. This is why Media Finland Sanoma participated in the
or reused in Sanoma’s printing houses in 2023, similar to continued to support the Audio-visual Producers Finland
Climate Leadership Coalition's
previous years. We also follow the amount of GHG emissions in 2022−2023 with the development and implementation
campaign to promote the
generated by the waste treatment of our sold products of the UK-developed Albert emission calculation system.
(Scope 3, category 12), which declined in 2023. Albert is now available for all film and TV production in green transition
Finland and provides free training and tools to measure LEARN MORE ►

and track emissions.

SANOMA ANNUAL REPORT 2023 ∙ 47


Sanoma owned printing houses' Printing houses’ environmental targets Results 2023
environmental action
Certified Our printing houses follow environmental legislation Both of our own printing houses, Manu and Sanomala,
Sanoma owns two printing houses in Finland: Manu in environmental and the ISO 14001 management system. In terms of use the ISO 14001 environmental management system
Tampere and Sanomala in Vantaa. Our printing houses management business management, we integrate quality, safety and to support the environmental management of the printing
according to ISO environmental issues into one management system. facilities. The certification is valid until April 2025.
OUR BUSINESSES focus on printing newspapers, including 18 newspapers 14001 We develop our modern printing machinery with the
IN BRIEF environment in mind. We update our know-how, train
published by Media Finland: HS, IS, Aamulehti, Satakunnan our personnel and keep on top of new innovations. We
Kansa and other regional and local newspapers in are a local employer and taxpayer.
SUSTAINABILITY
Tampere region and Western and Central Finland. In
Our printed Our state-of-the-art printing machinery plays a Sanomala printing house used 100% fossil-free electricity
Sustainability at Sanoma addition, we offer printing services to customers. During products are significant role in saving energy. We constantly and heating. Manu printing house used 100% fossil-free
produced develop our energy efficiency and use only fossil-free electricity. At the beginning of November 2023, Manu also
Inclusive learning 2023, both printing houses continued to develop employee energy-efficiently electricity and heating. We aim to reduce our Scope 1 transitioned to 100% renewable heating.
expertise and quality management, the transparent with renewable and 2 energy-related GHG emissions by 38% by 2030
Sustainable media materials and compared to the 2021 base year. Own operations’ Scope 1 and 2 GHG emissions reduced
management of environmental impacts as well as energy fossil-free energy by 31% (2022: 7%). Reserve power consumption
Valued people remained stable in 6,700 litres (2022: 6,100).
and material efficiency.
Trustworthy data
Science-based A significant part of our emissions come from the supply Our Scope 3 value chain emissions declined by 29%
■ Vital environment climate targets chain. Sanoma aims to reduce Scope 3 GHG emissions (2022: 8%) in categories 1, 3 and 4 compared to 2021.
guide our climate by 38% by 2030 against the 2021 base year. We work These categories represented over 80% of all our Scope 3
Responsible action with our suppliers to reduce supply chain emissions. emissions and related especially to purchased goods and
business practices services and logistics.

Sustainability reporting Our own printing houses, Sanomala and Manu, continued
to measure their products’ carbon footprint by using the
and metrics ClimateCalc calculation tool, which provides customers
and manufacturers information about the total carbon
Independent Assurance footprint of a print product.
Report
Printing papers The paper we use is certified, which ensures that the 93% (2022: 97%) of Sanoma used newsprint paper
GOVERNANCE originate from paper is produced in accordance with sustainable was certified.
certified pulp fibre forestry management practices.
FINANCIALS
All materials are We recycle or reuse all papers, printing plates and In our own printing houses, the amount of waste paper
recycled or reused printing colours. We minimise the consumption of and materials used has declined. The combined recycling
materials, measure the amount of waste generated and and reuse rate for waste remained almost 100% (2022:
prevent waste. For example, aluminium printing plates 100%).
The carbon footprint of are a recyclable raw material for industrial purposes
after use in our printing houses.
the newspapers printed
in Sanoma’s own printing Safe printing We use raw materials that are safe both for the All inks used were from safe sources.
materials employees and the environment.
houses has declined by

16%
Working together We work collaboratively across our value chain to We continuously engage with our suppliers.
with responsible maximise our positive impacts and minimise our For example, in 2023, we met with all our paper suppliers
partners environmental impact. As signatories of the world’s and continued discussions and cooperation with
largest sustainability initiative (UN Global Compact), we certification parties to prepare for the Regulation on
require our partners to commit to sustainable business Deforestation-free products.
compared to 2019. practices. Sanoma’s Supplier Code of Conduct lays out
our sustainability requirements.
LEARN MORE ►

SANOMA ANNUAL REPORT 2023 ∙ 48


Biodiversity and paper certification Paper used,
Safeguarding biodiversity protects wildlife populations and tonnes
supports the adaptation to climate change. As a sizeable
70,900
paper purchaser, Sanoma is responsible for protecting 64,700 34,600
63,100
OUR BUSINESSES biodiversity and promoting the responsible use of forest 20,300
32,200

IN BRIEF resources. Our Paper Procurement Standard is annexed

SUSTAINABILITY to all direct and indirect paper procurement agreements


6,400
and guides suppliers to ensure that the paper used by us
38,100
Sustainability at Sanoma is produced responsibly and originates from traceable
6,000

30,300 4,600
Inclusive learning and verified sources. We also monitor closely the carbon 26,300

Sustainable media profiles of the paper used, to ensure we are able to meet our
emission reduction targets.
Valued people
Trustworthy data
In 2023, the total amount of paper used declined by 11% 2021 2022 2023
■ Vital environment to 63,100 (2022: 70,900) tonnes, mainly driven by lower
Responsible paper usage in Media Finland. This follows the prevailing Newsprint
business practices media trend of consumers moving from printed to digital Magazine paper
Book paper
Sustainability reporting and hybrid media products. In Learning, paper used also
and metrics declined in 2023.
Independent Assurance Share of certified paper fibre used,
Report All paper used in Sanoma’s newspapers, magazines and %
books is expected to originate from certified and sustainably
GOVERNANCE
managed forests i.e. traceable, verified and legal sources. 95% 94% 94%
FINANCIALS Sanoma’s target was to increase the use of certified paper
to 100% by the end of 2023. In 2023, the share of certified
paper was 94% (2022: 94%) due to the scarcity of certified
paper available on the market and Sanoma being unable to
ensure that only certified paper was provided for all orders.
The share of certified paper declined to 93% (2022: 97%)
in newsprint and to 94% (2022: 97%) in magazines. For
2024, Sanoma already has plans in place with newsprint
and magazine paper suppliers to bring the share of certified
paper to 100%. In Learning, the share of certified bookpaper 2021 2022 2023
increased to 95% (2022: 89%) as a result of changing certain
Includes paper used in Sanoma’s own printing facilities for
paper suppliers and sources. During 2024, Learning will own and externally sold print products, as well as paper
Includes paper
acquired for fiber
ownused in Sanoma’s
products own printing
printed by third parties. Book
also cooperate with paper suppliers to ensure only certified facilities for own and externally sold print products, as well
paper
as paperisacquired
used in forLearning and
own products newsprint
printed by third and magazine paper
paper is used. parties.
in Media Book paper is Figures
Finland. used in Sanoma
refer Learning and
to continuing operations.
newsprint and magazine paper in Media Finland. Figures
refer to continuing operations.

SANOMA ANNUAL REPORT 2023 ∙ 49


Management approach We also disclose our climate change impacts through CDP, on Deforestation-free products entered into force in June
to environmental topics a global non-profit initiative that drives companies and 2023. As of 29 June 2023, operators and traders will
Sanoma’s Code of Conduct and Supplier Code of Conduct governments to reduce their GHG emissions, safeguard have 18 months to implement the new rules. In 2023,
set out our environmental principles, committing us to water resources and protect forests. Sanoma was awarded Sanoma started preparations to meet the due diligence
OUR BUSINESSES the Ten Principles of the UN Global Compact, including a score of A- (2022: A-) in the CDP Climate Change rating in requirements of the regulation.
IN BRIEF the environment. The effects of climate change are wide- 2023. The scoring varies on a scale from A to D-. In addition,

SUSTAINABILITY ranging and may bring considerable social uncertainty. Sanoma maintained its solid CDP Forest rating of B. Environmental and climate-related risks are also disclosed
To identify and control environmental and climate-related in the Report of the Board of Directors under Risks and
Sustainability at Sanoma risks and opportunities for our business, we evaluate We also monitor the regulation related to environmental risk management. A list of policies and guidelines guiding
Inclusive learning them as part of our annual risk assessment process. topics and our business closely. We have continued Sanoma’s environmental practices can be found in
Sustainable media Our Task Force on Climate-related Financial Disclosure to follow the preparation of the EU Unfair Commercial Sustainability policies and guidelines.
(TCFD) report includes a description of our climate- Practices Directive related to green claims. In 2023, we
Valued people
related governance, strategy, risk management, metrics continued, for example, to train Media Finland employees
Trustworthy data
and targets. on environmental claims in advertising. The EU Regulation
■ Vital environment
Responsible
business practices Our targets and performance
Sustainability reporting
and metrics OUR FOCUS OUR TARGETS KPIs AND PERFORMANCE 2023
Independent Assurance
■ We reduce emissions following our science- Science-based targets: ■ Own operations’ (Scope 1 and 2) emission reduction from 2021:
Report
based reduction targets ■ We reduce absolute Scope 1 and 2 GHG emissions by 31% (2022: 7%)
GOVERNANCE ■ We strive to minimise our environmental 42% by 2030 from a 2021 base year ¹ ■ Value chain (Scope 3) emission reduction from 2021: 29%
impacts across the supply chain ■ We reduce absolute Scope 3 GHG emissions from (2022: 8%) 2
FINANCIALS
■ By the end of 2030, we will be carbon neutral purchased goods and services, fuel and energy related ■ Emission intensity: 1.1 Scope 1 and 2 tCO2e/employee (2022: 1.5)
■ We increase our fact-based climate and activities, and upstream transportation and distribution ■ Emission intensity: 0.08 Scope 1, 2 and 3 tCO2e/EUR 1,000 net sales
environmental awareness by 38% by 2030 from a 2021 base year 2 (2022: 0.11)
Other climate and energy targets: ■ Energy intensity: 6.9 MWh/employee (2022: 7.7)
■ By the end of 2023, we will use only fossil-free electricity ■ Share of fossil-free electricity: 93% (2022: 92%)
■ Share of fossil-free energy: 73% (2022: 57%)

■ By the end of 2023, all wood fibre in the paper ■ Amount of certified wood fibre in direct paper purchases: 94%
qualities used by Sanoma originates from trusted, (2022: 94%)
certified sources

1
The target boundary includes biogenic emissions and removals from bioenergy feedstocks.
2
KPI includes Scope 3 categories 1 Purchased goods and services, 3 Fuel- and energy-related activities and 4 Upstream transportation and distribution.

See all our sustainability figures ►

SANOMA ANNUAL REPORT 2023 ∙ 50


RESPONSIBLE BUSINESS PRACTICES

Committed to
ethical business
OUR BUSINESSES
IN BRIEF

SUSTAINABILITY

Sustainability at Sanoma
Inclusive learning
practices
Sustainable media
Valued people Following strong business ethics, supply chain integrity and ethical
Trustworthy data partnerships are fundamental for us. We are a member of the UN
Vital environment Global Compact and committed to the Ten Principles of human rights,
■ Responsible labour, environment and anti-corruption.
business practices
Sustainability reporting
and metrics

96m€ 98%
Independent Assurance
Report

GOVERNANCE

FINANCIALS taxes borne of employees trained on ethics


through Code of Conduct e-learning

Human Rights
Statement 92%
of new key suppliers have signed
published
the Supplier Code of Conduct

See all our sustainability figures ►

SANOMA ANNUAL REPORT 2023 ∙ 51


Ethics and compliance programme Sanoma Ethics &
In our business, we follow the laws and regulations Compliance Programme
applicable in our operating countries. The Sanoma Code of implementation model
Conduct (the Code) outlines our shared ethical standards Monitoring and reporting Sanoma Code of Conduct
OUR BUSINESSES for employees and business partners, acting as an Investigation of and policies give
IN BRIEF umbrella for all operational policies and standards within misconduct guidance to ethical
SUSTAINABILITY Sanoma. The Code also includes Sanoma’s commitments to Re-assess mitigative conduct and compliance
international Human Rights agreements. All topic-specific measures with relevant laws and
Sustainability at Sanoma policies related to sustainability topics have been listed in standards
Sustainability policies and guidelines . Each Sanoma policy
Anti-bribery and
Inclusive learning
-corruption
Sustainable media has a specified owner in the organisation and once a year
the Code and all policies are reviewed by the policy owner
Valued people
as part of a centrally organised policy review round. All new
Trustworthy data Safeguard
policies and amendments to existing policies need to be
Vital environment approved by Sanoma’s Board of Directors. information Fair
sh
security tion ip wi competition
■ Responsible la

Re
business practices

th
All employees are required to apply the Code and
Sustainability reporting Sanoma’s policies in full in their daily conduct and Sanoma
and metrics Code of Conduct
business decisions. Sanoma has two Code of Conduct and internal

Cus
Independent Assurance culture

s
e-learnings: a Code of Conduct basic e-learning and a

ier
Report Code of Conduct refresher. In 2021, Sanoma renewed
m

to

pl
ers p
and Su
its Code of Conduct e-learnings and all employees, Trust through Third-party
GOVERNANCE
both existing and new, took the basic Code of Conduct privacy Code of
FINANCIALS e-learning. It includes dedicated sections for general Conduct
ethics, anti-bribery and corruption rules, competition
law, privacy, security and compliance with supplier Employee
relationship management. As of 2022, the basic inclusion and
e-learning has been targeted at only new employees. It diversity
is mandatory for all new employees. At the same time, Guidance Regular assessment
existing employees are reminded of the ethics and Transparency measures of compliance and
principles of the Code through a mandatory refresher Training and awareness sustainability risks
building Defining mitigative
Code of Conduct e-learning, which is updated annually. In
Speak-up reporting lines measures
2023, this refresher e-learning covered also current topics
such as safe corporate culture and AI.

Sanoma currently tracks the completion rate of both


the Code of Conduct refresher e-learning and the basic

SANOMA ANNUAL REPORT 2023 ∙ 52


e-learning. As the refresher e-learning is targeted at all Anti-bribery and corruption Employee ethics awareness,
existing employees, Sanoma is following the completion Sanoma’s Anti-Bribery and Corruption Policy gives specific Code of Conduct e-learning
rate of this e-learning as a key performance indicator rules and monetary limits for received and given gifts completion rate,
%
from 2023 onwards, when the completion rate was 98% (EUR 75), and entertainment and hospitality (EUR 100),
97% 98%
95%
OUR BUSINESSES (2022: 95%). In 2023, the cumulative completion rate of and sets out the process to seek further approval through
IN BRIEF the basic Code of Conduct e-learning, covering the years a separate gift and hospitality tool if necessary. When it

SUSTAINABILITY 2021−2023 and both existing and new employees, was comes to public officials, gifts of any value must not be
96% (2022: 98%). From 2024 onwards, the basic Code of offered to or accepted from them unless approved by a
Sustainability at Sanoma Conduct e-learning rate will only include new employees. management team member. Our Audit Committee receives
Inclusive learning In the newly acquired companies, the e-learning takes regular updates on Sanoma’s compliance programme and
Sustainable media place typically within 3–6 months after the acquisition compliance activities, including anti-corruption. Our annual
is completed. Code of Conduct e-learning, mandatory for all employees,
Valued people
includes training on anti-bribery and corruption. All
Trustworthy data
We have also identified areas of business where certain employees have access to our Anti-Bribery and Corruption
Vital environment 2021 2022 2023
employee groups need to be trained in specific policies. Policy and related guidance is enrolled through our Local
■ Responsible Therefore, to complement our Code of Conduct e-learning, Compliance Officers and internal communications. In 2023,
business practices various role-based compliance trainings are implemented Sanoma’s compliance awareness building activities also
Sustainability reporting within the areas of privacy, information security, included awareness campaigns on gifts and hospitality
and metrics competition law and anti-bribery and corruption. rules around holiday seasons.
Independent Assurance
Report Sanoma regularly conducts an internal compliance risk Zero tolerance for misconduct
assessment survey to identify potential compliance risks Violations of the Code, or any related policy or law, are
GOVERNANCE
and ensure sufficient mitigative measures are in place encouraged to be reported through various reporting
FINANCIALS to prevent such risks from occurring. Examples of such channels. We strive to build a culture where people feel
mitigative measures are role-based training events and at ease to bring up any form of misconduct. Sanoma
awareness building efforts. In addition to compliance offers an externally hosted, independent whistle-blowing
trainings, our businesses have dedicated Compliance hotline which enables Sanoma employees, customers
business sponsors and Local Compliance Officers, whose and business partners to report suspicions of misconduct
role is to act as a first line of support on compliance confidentially and anonymously. With this early warning
topics, and together with internal communications system, we foster high business ethics, maintain customer
create awareness of policies and reporting lines through and public trust, and reduce risks for misconduct.
awareness building campaigns. In 2023, Sanoma’s ethics Sanoma has a zero-tolerance policy on retaliation for
and compliance campaigns focused on anti-harassment, reporting misconduct. At Sanoma, all misconduct leads to
safe culture to speak-up, gifts and hospitality rules, and disciplinary, legal, or other actions.
privacy and information security. We also created an
internal Anti-Harassment Standard to document our During 2023, in total 20 (2022: 16) potential cases of non-
commitments and guidelines. compliance were reported to the Sanoma Compliance

SANOMA ANNUAL REPORT 2023 ∙ 53


and Ethics Working Group in confidence. All cases were The Supplier Code is an integral part of our standard Risk assessments are an integral part of our supplier
investigated and reported to the Audit Committee of the contractual procurement framework, including supplier management activities. We monitor suppliers to discover
Board responsible for the oversight. Nine out of 20 of selection, evaluation and performance appraisal. The and predict possible shortcomings in supplier performance
the allegations were found to be partially or completely supplier selection for new suppliers follows Sanoma’s and compliance. Our Know Your Counterparty (KYC)
OUR BUSINESSES true. Two (2022: 3) out of these 20 cases were related to strategic sourcing process, which incorporates the process identifies possible risks and non-compliance
IN BRIEF discrimination. All proven cases were handled with care Supplier Code as a mandatory requirement. Our target of doing business with third parties. The KYC tool is also
SUSTAINABILITY and respecting the privacy of the parties. By end of 2023, is that annually all new suppliers sign our Supplier Code available for Sanoma employees internally to screen
all nine alleged incidents had been resolved and the cases of Conduct. Tracking is done via Sanoma’s centralised thoroughly not just suppliers, but any third party Sanoma
Sustainability at Sanoma were closed. Cases were reported via several channels contract lifecycle management system by evaluating intends to partner or do business with. The tool identifies
Inclusive learning (email, top management, HR, internal audit), which new suppliers above EUR 100,000 spend for the reporting possible third-party non-compliance and includes human
Sustainable media indicates trust among the organisation. year. In 2023, 92% (2022: 86%) of new key suppliers rights, anti-bribery, corruption, sanctions regulations and
above EUR 100,000 spend signed our Supplier Code of due diligence checks. In some circumstances, we may also
Valued people
Supply chain and Conduct. In addition to the Supplier Code, we require take a decision to restrict or discontinue business activity
Trustworthy data
third-party sustainability suppliers using data on Sanoma’s behalf to comply with involving, directly or indirectly, countries or persons subject
Vital environment We are committed to responsible business practices and the data protection and information security requirements. to selective or targeted sanctions programmes and other
■ Responsible ethics throughout our supply chain. Ensuring a sustainable Also, our Paper Procurement standard is embedded into higher risk matters of concern. In cases of medium or high
business practices supply chain begins with selecting suppliers that meet our our paper and print suppliers agreements. It includes risk, the tool refers employees to consult the Procurement
Sustainability reporting requirements. To ensure business continuity, compliance environmental criteria related to the use of certified paper and Legal departments.
and metrics and sustainability throughout our supply chain, we and recommendations for suppliers to use environmental
Independent Assurance evaluate our suppliers during the supplier selection process and quality management systems.
Report and carry out continuous monitoring and risk assessments
during supplier cooperation.
GOVERNANCE

FINANCIALS Sanoma’s supplier spend was around EUR 820 million in


2023. Sanoma has over 13,000 suppliers ranging from
small local content providers to large, global corporations.
Human Rights Impact Assessment
Sanoma’s Human Rights Impact Assessment was conducted as part of the UN Global Compact (UNGC) Business
About 6.5% of these suppliers have an annual spend
and Human Rights Accelerator programme in Finland in 2023. The programme supported businesses in building a
above EUR 100,000 and are considered key suppliers. Our
continuous human rights due diligence process and setting concrete targets to address human rights-related risks.
Supplier Code of Conduct (the Supplier Code) sets out the
Sanoma’s Human Rights Impact Assessment was conducted following the due diligence process defined in the UN
ethical standards and responsible business principles
Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises. In addition
our suppliers are required to comply with and expected
to voluntary international standards, we comply with human rights due diligence legislation in our operating
to also apply to their employees, affiliates and sub-
countries, such as the Transparency Act in Norway, where Sanoma’s subsidiary Itslearning published its first Human
contractors. The Supplier Code is based on recognised
Rights Statement in 2023.
international standards, principles and best practices
related to respecting the Ten Principles of the UN Global
LEARN MORE ►
Compact on human rights, labour conditions, environment
and anti-corruption.

SANOMA ANNUAL REPORT 2023 ∙ 54


In addition to conducting risk assessments as part of for any updates are reviewed annually by the Group CFO Taxes borne in 2023,
our supplier selection, we carry out risk assessments together with the Tax Department. The Audit Committee m€
covering our existing supplier base. We screen selected reviews, and the Board of Directors approves the Policy.
key suppliers for sustainability-related questions, We do not operate in uncooperative tax haven jurisdictions
OUR BUSINESSES especially focusing on privacy, security, climate and identified by the OECD or non-cooperative jurisdictions
IN BRIEF human rights-related issues in 2023. With suppliers that identified by the EU. 36

SUSTAINABILITY process our personal data, we continued extensive risk Total


assessments and supplier engagement to ensure focus The Group CFO is responsible for tax-related matters, such 96m€
Sustainability at Sanoma on the management of privacy risks, especially pertaining as informing the Board of Directors and Audit Committee. 60
Inclusive learning to transfers of personal data outside the EEA. Further The Tax Team, part of the Group CFO function, ensures
Sustainable media information about these practices can be found under that material tax-related topics are handled centrally in a 0.3
Trustworthy data. During 2023 and beyond, we will also consistent way and in accordance with the Tax Policy and
Valued people
focus on building long-term cooperation and transparency other Sanoma’s Policies and Standards. Individual legal
Trustworthy data Corporate income tax
with our supplier base to reduce greenhouse gas (GHG) entities are responsible for their local taxes and are in
Vital environment emissions and to increase fact-based decision-making as control of their local tax matters. Real estate taxes
■ Responsible a basis for our climate action. Employer taxes
business practices We actively work to identify, manage, and mitigate tax-
Sustainability reporting Responsible taxpayer related risks that are reviewed as part of Sanoma’s risk
and metrics We contribute to societies on the local, regional and management process. Possible significant exposures
Independent Assurance national level by paying or collecting direct and indirect are reported to the Tax Team by representatives of the
Taxes collected in 2023,
Report m€
taxes. As a responsible taxpayer we pay taxes according individual legal entities. We continuously develop our tax
to the applicable tax laws, rules and regulations of our management by improving our processes, communication
GOVERNANCE
operating countries in Finland, the Netherlands, Poland, and knowledge sharing of tax-related topics. We 34
FINANCIALS Spain, Italy, Belgium, Norway, Sweden, Germany, Denmark, proactively engage with local tax administrations to 47

France and the United Kingdom. maintain a constructive, collaborative, and professional
relationship. We also monitor the latest tax developments Total

In 2023, our total tax contribution was EUR 96 million (2022: and new legislation coming into force. 164m€
0
98) in taxes borne and EUR 164 million (2022: 170) in taxes
collected. Taxes collected include tax and tax-like payments In June 2023, the Administrative Court rejected Sanoma’s
that we have collected on behalf of the government, appeal that concerned the VAT payment decision regarding 83

including, for example, value added tax. the tax audits at Sanoma Media Finland Oy for the years
2015–2018. The case concerned the treatment of VAT of
Net VAT
We are committed to responsible tax management, guided certain magazines that were printed in multiple locations
Excise taxes
by our Group-wide Tax Policy. It sets out a framework in Europe, and processed in and distributed through a
Withholding taxes
for our approach to manage and control tax-related centralised logistics centre in Norway. Sanoma considers
Employees social security
issues. Our Tax Policy applies to all Group entities and is the claims fully unjustified and has applied for a permission
communicated to relevant internal stakeholders. The needs to appeal the decision to the Supreme Administrative

SANOMA ANNUAL REPORT 2023 ∙ 55


Court. For the years 2019–2021, Sanoma has received a A list of policies and guidelines guiding Sanoma’s Economic value distributed in 2023,
similar payment decision based on the tax audits and has responsible business practices can be found under m€
31 0
appealed the decision to the Finnish Tax Adjustment Board, Sustainability policies and guidelines. Topic-specific risks
where the process is still ongoing. While the dispute is are disclosed in the Report of the Board of Directors under 61
96

OUR BUSINESSES ongoing, the disputed VAT amounts paid (EUR 36 million) Risks and risk management.
IN BRIEF as well as the related corporate income tax refunds
405

SUSTAINABILITY received (EUR 5 million) are excluded from the presented Total
total taxes borne and collected. More information on 2,473m€ 1,393
Sustainability at Sanoma Financial Statements, Note 5.5.
487
Inclusive learning
Sustainable media Economic value distributed
Our financial position supports sustainable business
Valued people
development and the economic added value we have
Trustworthy data Revenue
towards society. At the end of 2023, we employed more
Vital environment than 5,000 full-time equivalents (FTE) employees and paid Operating costs
■ Responsible almost EUR 405 million (2022: 356) in employee wages and Employee wages and benefits
business practices benefits. Half of our employees are based in Finland and Dividends to shareholders
Payments to providers of capital
Sustainability reporting the rest in other European countries, mostly in Spain, the
and metrics Payments to government: Income
Netherlands, and Poland. tax, Real estate tax, Employer
Independent Assurance charges
Report
Community investments

GOVERNANCE

FINANCIALS
Our targets and performance
OUR FOCUS OUR TARGETS KPIs AND PERFORMANCE 2023
■ We maintain rigorous ethical standards and ■ All employees complete our mandatory Code of ■ Code of Conduct refresher e-learning completion rate:
responsible business practices Conduct e-learning 98% (2022: 95%)
■ We constantly develop responsibility in our
■ All new Sanoma suppliers sign our Supplier Code ■ Share of new key suppliers that have signed the Supplier
supply chain
■ Our good financial performance and position support of Conduct Code of Conduct: 92% 1 (2022: 86%)

sustainable development
1
KPI tracked via Sanoma’s centralised contract Lifecycle Management system by evaluating new suppliers above EUR 100,000 spend for the reporting year.

See all our sustainability figures ►

SANOMA ANNUAL REPORT 2023 ∙ 56


Sustainability
OUR BUSINESSES
IN BRIEF
reporting and metrics
SUSTAINABILITY
Reporting scope The reporting complies with Sanoma’s financial
Sustainability at Sanoma and practices reporting for the financial year 2023. All business
Inclusive learning Our Sustainability report is based on Global units of both Learning and Media Finland as well
Sustainable media Reporting Initiative (GRI) Standards covering as Sanoma’s Group functions are included in the
material aspects identified in our materiality reporting. Sanoma’s reporting always includes
Valued people
review and stakeholder engagement, explained continuing operations only. A list of the legal
Trustworthy data
in Stakeholder engagement and material companies and entities of Sanoma Group can be
Vital environment topics. Comparison to the GRI Standards can be found in the Consolidated Financial Statements,
Responsible found in the GRI Content Index. Any restrictions Note 6.4. All financial and employee-related
business practices and omissions to the rules are reported under data has been collected via Sanoma’s internal
■ Sustainability reporting the GRI Content Index. The GRI Content Index reporting systems. Employee-related data
and metrics also includes the United Nations (UN) Global has been provided by local Human Resources.
Independent Assurance Compact disclosure and explains which Environmental data has been collected internally
Report indicators are used to measure our performance from printing houses’ reporting systems, facilities
in upholding the principles on human rights, management and procurement.
GOVERNANCE
labour standards, environmental topics and
FINANCIALS anti-corruption. We also follow the Sustainability Greenhouse gas emissions, energy
Accounting Standard Board’s (SASB) Media & and waste reporting
Entertainment, Advertising & Marketing and Sanoma calculates its emissions in accordance
Education sectors’ Sustainability Accounting with the international Greenhouse Gas (GHG)
Standards in our reporting. Information related Protocol. All relevant GHG emissions have been
to the SASB disclosure can be found in the SASB included in Sanoma’s calculations. Figures
index. Numerical data related to the GRI and are reported as tCO2 equivalents. Sanoma’s
SASB Standards has been third-party assured calculation model has been developed
by PwC on a limited assurance level. For in cooperation with external partners.
further details please refer to the Independent Sanoma calculates GHG emissions using an
Assurance report. organisational control of financial control. This

See all our sustainability figures ►

SANOMA ANNUAL REPORT 2023 ∙ 57


means that we include in our GHG inventory all operations factors used are country-specific electricity averages – Category 2: Capital goods includes capital goods
that we have the ability to direct via financial and operational and market-based electricity emission factors. bought by the organisation (classified as CapEx in
policies with a view to gaining economic benefit. All Sanoma International heat emission factors are from the accounting): properties renovations, equipment
companies with majority ownership (over 50%) have been Ecoinvent database. Location-based figures have been and new vehicles. Emission factors are Defra GHG
OUR BUSINESSES considered in the calculations. In addition, associated calculated using average country-specific emission Conversion Factors and spend-based emission
IN BRIEF companies’ and joint ventures’ Scope 1 and 2 emissions factors. Residual mix is used only in the market-based factors from Exiobase.
have been reported under category 15 Investments when method. Sanoma follows the market-based method – Category 3: Fuel-and-energy-related activities
SUSTAINABILITY
relevant. In 2023, Sanoma increased its holding in taxi in its Scope 2 reductions. In Learning, energy data has (not included in Scope 1 or 2) includes upstream
Sustainability at Sanoma ordering service Valopilkku to 100%. For 2021–2022 the been evaluated based on floorspace for some of the emissions of purchased fuels, purchased electricity
Inclusive learning emissions of Valopilkku as an associated company have facilities. Energy consumption for small facilities in and Transmission and distribution (T&D) losses.
Sustainable media been reported under category 15 Investments. For 2023, Finland were excluded. The total sum of these facilities’ Emission factors for upstream for district heat and
the emissions of Valopilkku are not included in Sanoma’s energy consumption accounts for approx. 1% of fuel use Well-to-tank (WTT) Defra GHG Conversion
Valued people
emissions calculation. Sanoma will perform emissions Sanoma’s total energy consumption. Sanoma does not Factors. T&D losses for electricity, European
Trustworthy data
calculation for Valopilkku for 2021−2023 during 2024 and sell energy. Environmental Agency. T&D losses for heating, EU.
Vital environment will retroactively update its emissions figures for Valopilkku ■ Indirect Scope 3 emissions: – Category 4: Upstream transportation and
Responsible in the 2024 reporting. The emissions are not expected to – Category 1: Purchased goods and services distribution includes all purchased transportation-
business practices impact Sanoma's SBTi target boundary or reporting. Due includes GHG emissions from materials used in related emissions. This category includes emissions
■ Sustainability reporting to the nature of the Valopilkku business, Sanoma estimates our own printing houses and in printing Sanoma’s from vehicles and ships distributing materials to
and metrics that the majority of these emissions will be under category products by print suppliers. The category also both owned printing houses and to our printing
Independent Assurance 11 Use of sold products. Methods of collecting GHG emission includes transportation emissions from forest to suppliers. This category also includes delivering
Report data both from Sanoma’s systems and from suppliers are paper mill, as Sanoma uses paper profile data our products to customers in both our businesses:
continuously improved. From Sanoma’s GHG inventory, less declared by paper suppliers. For magazine and book in Learning, from printing supplier to warehouse
GOVERNANCE
than 29% of Scope 3 is calculated using the spend-based printing suppliers, data is collected as allocated and warehouse to customers, and in Media Finland,
FINANCIALS (screening) method. We aim to improve our data quality energy and material consumption related to the newspapers from owned printing houses to
continuously in cooperation with our suppliers. Sanoma uses production of our supply. Our own printing houses’ customers and magazines from printing supplier
FY 2021 as a base year for emission reduction comparisons. energy consumption is reported under Scope 2. This to warehouse and from warehouse to customer.
Our Greenhouse Gas Protocol reporting includes: also includes emissions related to cloud-based data Warehouse energy emissions are included in
■ Direct Scope 1 emissions: Fuel consumption from usage and service providers (consulting, marketing, Scope 2. The calculation methods are tonne-
owned and controlled vehicles and generators used for freelancers, TV production and broadcasting). kilometre and the distance-based method. Road
reserve power. Road transport emission factors used Emissions from IT equipment for 2021-2023 covers and sea transport emission factors are supplier-
from UK Government Defra GHG Conversion Factors and not only purchased items but also owned items. specific or from Defra GHG Conversion Factors.
fuel emission factors from Statistics Finland. All gases Calculation method is hybrid. Emission factors are In 2023 reporting, Sanoma updated categories 4
are included in the calculation of Scope 1 emissions. supplier-specific factors, Defra GHG Conversion and 9 reporting and combined all transportation
■ Indirect Scope 2 emissions (location- and market- Factors and spend-based emission factors from emissions’ reporting under category 4. All emission
based) and energy data: Energy consumption Exiobase. To ensure comparability, the impact of data for the years 2021−2022 was transferred to
(electricity and heating) from owned and leased inflation has been evaluated when calculating category 4.
facilities, printing houses, and warehouses. Emission emissions based on spend data.

SANOMA ANNUAL REPORT 2023 ∙ 58


– Category 5: Waste generated in operations applications). Emissions from data centre use ■ Excluded from Sanoma’s GHG emissions calculation:
includes emissions from waste generated in our own included in Scope 3 category 1 and emissions Exclusions to Sanoma’s GHG emission calculation follow
and controlled operations, referring to our printing from distribution of broadcast television content the GHG Protocol guidance and have been estimated
houses and owned and leased office properties and in Category 11 are excluded. The total sum of using the GHG protocol Scope 3 Evaluator tool to identify
OUR BUSINESSES warehouses. The calculation method is the waste- this exclusion is estimated to account for approx. relevant categories for GHG emission reporting.
IN BRIEF type specific method. Waste treatment emission 1% of Scope 3 emissions. Emission factors for – Category 8: Upstream leased assets. This

SUSTAINABILITY factors are from Defra GHG Conversion Factors. In upstream network use from Data Centres and Data category is not relevant for Sanoma since we do
Learning, waste data has been evaluated based Transmission Networks and estimated data transfer not have relevant leased assets that have not been
Sustainability at Sanoma on floorspace for some of the facilities. Waste from Traficom. reported under other categories. All leased facilities’
Inclusive learning consumption for small facilities in Finland were – Category 12: End of life treatment of sold energy use is included in Scope 2. Leased vehicles
Sustainable media excluded. These facilities’ represent approx. 1% of products includes emissions from end-of-life are calculated in Scope 1.
Finland facilities. treatment of sold products: newspapers, magazines, – Category 9: Downstream transportation and
Valued people
– Category 6: Business travel includes emissions books and purchased packaging. The calculation distribution. Downstream transportation and
Trustworthy data
from travelling reported using data from travel method is the waste-type specific method. Waste distribution. This category is not relevant for
Vital environment claims and travel agency data. The calculation treatment emission factors are from Defra GHG Sanoma as all purchased transportation emissions
Responsible method is a combination of the fuel- and distance- Conversion Factors. have been reported under category 4. In 2023
business practices based methods. Business travel emission factors – Category 15: Investments include Scope 1 and 2 reporting, Sanoma updated categories 4 and 9
■ Sustainability reporting are from Defra GHG Conversion Factors database. emissions of Sanoma’s subsidiaries, associated reporting and combined all transportation emission
and metrics This category also includes reporting of hotel stay companies and joint ventures where relevant. reporting under category 4. All emission data for
Independent Assurance emissions, although they are optional to report. These companies have been listed in the Financial the years 2021−2022 was transferred to category
Report Minor below 5% exclusion in business travel Statements, Note 6.4. This category was added 4. Sanoma’s products and services do not create
emission calculation due to missing data. to Sanoma’s emission calculations in 2023. transportation and distribution emissions after the
GOVERNANCE
– Category 7: Employee commuting includes 2021−2022 data has been restated to include this point of sales.
FINANCIALS emissions calculated from employee travel pattern category. Emission factors are spend-based factors – Category 10: Processing of sold products. This
surveys done for each operating country and from Exiobase. category is not relevant for Sanoma since we do
Sanoma’s headcount. Emissions from working from ■ Other emissions: not sell intermediate products that would require
home have not been included in Sanoma’s GHG – Nelonen Media Live events emissions: Reported processing. the main products sold are books,
emissions calculations. Sanoma has estimated the separately due to the nature of the calculations. GHG newspapers, magazines and digital products.
share of these emissions to be very small (below emissions have been calculated for each event using – Category 13: Downstream leased assets. This
0.2% of Sanoma’s total emissions) and excluded a separate emission calculation model developed category is not relevant for Sanoma since we do not
them from the calculation as according to the GHG and assured by an external partner. have downstream leased assets.
protocol guidance they are optional. – Biogenic emissions: Sanoma calculates biogenic – Category 14: Franchises. This category is not
– Category 11: Use of sold products includes emissions for the activities under Scope 1 sources. relevant as Sanoma has no franchises.
emissions both from data network use and Potential sources of biogenic emissions for Sanoma
consumer device use during the use phase of digital are for example biofuels. The emission factor source
products (television media, websites, software is the UK Government Defra GHG Conversion Factors.

SANOMA ANNUAL REPORT 2023 ∙ 59


Sustainability and ESG performance figures
In these sustainability performance indicators, we report all our sustainability metrics and performance
according to the Global Reporting Initiative (GRI) together with our own topic-specific indicators.

OUR BUSINESSES
IN BRIEF Employee metrics
GRI METRICS GENERAL DISCLOSURE
SUSTAINABILITY
GRI 2 General Disclosures 2021 2022 2023 Notes

Sustainability at Sanoma 2-7 Persons under employment contract, total 5,359 5,611 5,588
Average number of employees (FTE) 4,885 5,018 5,119
Inclusive learning
Permanent employees 4,797 5,053 5,056
Sustainable media Temporary employees 562 557 532
Valued people 2-30 Percentage of total employees covered by collective bargaining 68% 69% 70%
agreements, weighted average
Trustworthy data 2-7 Employees
Vital environment Employees Employees Temporary On-call employees
in total, in total, Permanent fixed-term Full-time Part-time (non-guaranteed
Responsible Sanoma amount percentages employees employees employees employees hours)
business practices Total 5,588 100% 5,056 532 4,516 746 326
■ Sustainability reporting Female 3,108 56% 2,747 361 2,387 503 218
and metrics Male 2,480 44% 2,309 171 2,129 243 108
Independent Assurance Finland 2,872 51% 2,481 391 2,272 279 321
Report Poland 688 12% 648 40 669 19 0
Spain 705 13% 699 6 668 32 5
GOVERNANCE The Netherlands 676 12% 599 77 381 295 0
Italy 169 3% 169 0 155 14 0
FINANCIALS
Belgium 191 3% 184 7 143 48 0
Sweden 92 2% 90 2 91 1 0
Germany 101 2% 93 8 50 51 0
Norway 71 1% 71 0 68 3 0
France 6 0% 5 1 5 1 0
United Kingdom 10 0% 10 0 10 0 0
Denmark 7 0% 7 0 4 3 0
Sanoma Media Finland 2,579 46% 2,195 384 1,992 266 321
Sanoma Learning 2,905 52% 2,761 144 2,424 476 5
Others (Sanoma Group) 104 2% 100 4 100 4 0

SANOMA ANNUAL REPORT 2023 ∙ 60


GRI METRICS SOCIAL DISCLOSURE
GRI 401 Employment 2021 2022 2023 Notes
401-1 New employee hires, of which 616 963 642 Items affecting change explained
in Valued people.
Sanoma Media Finland 361 570 333
OUR BUSINESSES Sanoma Learning 204 348 297
IN BRIEF Others (Sanoma Group) 51 45 12
Female, of which 365 504 377
SUSTAINABILITY
Less than 25 years - 86 81 Data reported from 2022 onwards.
Sustainability at Sanoma 25 -29 years - 118 70
30 -39 years - 148 108
Inclusive learning
40 -49 years - 95 78
Sustainable media
50 -59 years - 47 33
Valued people More than 60 years - 10 7
Trustworthy data Male, of which 251 459 265
Less than 25 years - 72 76 Data reported from 2022 onwards.
Vital environment
25 -29 years - 82 44
Responsible 30 -39 years - 125 76
business practices
40 -49 years - 112 43
■ Sustainability reporting 50 -59 years - 51 20
and metrics
More than 60 years - 17 6
Independent Assurance Employee turnover 617 892 845 Items affecting change explained
Report in Valued people.
Sanoma Media Finland 378 460 404
GOVERNANCE Sanoma Learning 210 392 420
Others (Sanoma Group) 29 40 21
FINANCIALS
Female, of which 318 502 469
Less than 25 years - 53 62 Data reported from 2022 onwards.
25 -29 years - 63 58
30 -39 years - 136 118
40 -49 years - 130 102
50 -59 years - 83 50
More than 60 years - 37 79
Male, of which 299 390 376
Less than 25 years - 59 74 Data reported from 2022 onwards.
25 -29 years - 59 43
30 -39 years - 114 78
40 -49 years - 70 66
50 -59 years - 49 58
More than 60 years - 39 57

SANOMA ANNUAL REPORT 2023 ∙ 61


GRI METRICS SOCIAL DISCLOSURE
Total employee turnover, permanent staff, percentage 11.5% 15.9% 15.1%
Average employee turnover, percentage 11.5% 16.5% 13.3%
GRI 403 Occupational health and safety 2021 2022 2023 Notes
403-9 Number of occupational accidents resulting in lost days in Sanoma-owned printing houses, 4 4 3 Sanoma divested Savo printing house
OUR BUSINESSES total in January 2022. Data for 2021 has not
IN BRIEF Work-related fatalities 0 0 0
been restated. The reported accidents
cover accidents at work and accidents
SUSTAINABILITY Number high-consequence work-related injuries (excluding fatalities) 0 1 0 while commuting that have resulted
in at least 3 lost working days.
The number of recordable work-related injuries
Sustainability at Sanoma Accident at work 3 3 1
Inclusive learning Accident while commuting to work 1 1 2
High-potential incidents and close calls 17 12
Sustainable media
Number of hours worked 388,800 327,600 316,800
Valued people Rate of fatalities as a result of work-related injury, per million hours worked 0 0 0
Trustworthy data Rate of high-consequence work-related injuries (excluding fatalities), per million hours 3.1 0.0
worked
Vital environment
Rate of recordable work-related injuries, per million hours worked 7.7 9.2 3.2
Responsible SANOMA'S OWN INDICATORS
business practices Sick absence, days total 38,760 54,668 51,329
■ Sustainability reporting Percentage of annual working days lost due to sickness absences 3.1% 4.3% 4.0%
and metrics GRI METRICS SOCIAL DISCLOSURE
Independent Assurance GRI 404 Training and education 2021 2022 2023 Notes
Report 404-3 Percentage of employees receiving regular performance and career development reviews, 96% 90% 99% Reporting only covers Learning.
total
GOVERNANCE Female 97% 91% 99%
Male 96% 94% 99%
FINANCIALS
Directors and Senior mgmt 96% 97% 99%
Managers with subordinates 99% 96% 100%
Employees 96% 92% 99%
Years of service, percentage 2021 2022 2023 Notes
Less than 1 year 11% 12% 10%
1-4 years 31% 28% 29%
5-9 years 17% 18% 19%
10-19 years 23% 24% 24%
20-29 years 11% 12% 13%
Over 30 years 7% 6% 6%

SANOMA ANNUAL REPORT 2023 ∙ 62


GRI METRICS SOCIAL DISCLOSURE
GRI 405 Diversity and equal opportunity 2021 2022 2023 Notes
405-1 Personnel by employee category and gender
Personnel 5,358 5,611 5,588
Female 2,927 3,118 3,108
OUR BUSINESSES
Male 2,431 2,493 2,480
IN BRIEF
Board of Directors 9 9 9
SUSTAINABILITY Female 3 3 3
Male 6 6 6
Sustainability at Sanoma Executive Management Team 4 4 4
Inclusive learning Female 2 2 2
Male 2 2 2
Sustainable media
Directors and Senior mgmt 188 176 171
Valued people
Female 73 73 77
Trustworthy data Male 115 103 94
Vital environment Managers with subordinates 571 578 597
Female 257 257 281
Responsible
business practices Male 314 321 316
Employees 4,601 4,857 4,820
■ Sustainability reporting
Female 2,597 2,788 2,750
and metrics
Male 2,004 2,069 2,070
Independent Assurance
Report

GOVERNANCE

FINANCIALS

SANOMA ANNUAL REPORT 2023 ∙ 63


GRI METRICS SOCIAL DISCLOSURE
Human resources by employee category and gender, percentage 2021 2022 2023 Notes
Directors and senior mgmt 4% 3% 3%
Managers with subordinates 11% 10% 11%
Employees 86% 87% 86%
OUR BUSINESSES
All employees
IN BRIEF
Female 55% 56% 56%
SUSTAINABILITY Male 45% 44% 44%
Board of Directors
Sustainability at Sanoma Female 33% 33% 33%
Inclusive learning Male 67% 67% 67%

Sustainable media Executive Management Team


Female 50% 50% 50%
Valued people
Male 50% 50% 50%
Trustworthy data Directors and Senior mgmt
Vital environment Female 39% 41% 45%
Male 61% 59% 55%
Responsible
business practices Managers with subordinates
Female 45% 44% 47%
■ Sustainability reporting
and metrics Male 55% 56% 53%
Employees
Independent Assurance
Female 56% 57% 57%
Report
Male 44% 43% 43%
GOVERNANCE

FINANCIALS

SANOMA ANNUAL REPORT 2023 ∙ 64


GRI METRICS SOCIAL DISCLOSURE
Age distribution by Personnel Group 2021 2022 2023 Notes
Directors and Senior Mgmt
Less than 25 years 0 0 Data reported from 2022 onwards.
25 -29 years 1 1
OUR BUSINESSES
30 -39 years 14 13
IN BRIEF
40 -49 years 72 66
SUSTAINABILITY 50 -59 years 69 74
More than 60 years 20 17
Sustainability at Sanoma Managers with subordinates
Inclusive learning Less than 25 years 0 0 Data reported from 2022 onwards.

Sustainable media 25 -29 years 6 3


30 -39 years 102 100
Valued people
40 -49 years 254 255
Trustworthy data 50 -59 years 169 188
Vital environment More than 60 years 47 51
Employees
Responsible
business practices Less than 25 years 127 157 Data reported from 2022 onwards.
25 -29 years 466 423
■ Sustainability reporting
and metrics 30 -39 years 1,386 1,350
40 -49 years 1,455 1,430
Independent Assurance
50 -59 years 1,065 1,090
Report
More than 60 years 357 370
GOVERNANCE

FINANCIALS

SANOMA ANNUAL REPORT 2023 ∙ 65


GRI METRICS SOCIAL DISCLOSURE
Age distribution by Personnel Group, percentage 2021 2022 2023 Notes
Directors and Senior Mgmt
Less than 25 years 0% 0% Data reported from 2022 onwards.
25 -29 years 1% 1%
OUR BUSINESSES
30 -39 years 8% 8%
IN BRIEF
40 -49 years 41% 39%
SUSTAINABILITY 50 -59 years 39% 43%
More than 60 years 11% 10%
Sustainability at Sanoma Managers with subordinates
Inclusive learning Less than 25 years 0% 0% Data reported from 2022 onwards.

Sustainable media 25 -29 years 1% 1%


30 -39 years 18% 17%
Valued people
40 -49 years 44% 43%
Trustworthy data 50 -59 years 29% 31%
Vital environment More than 60 years 8% 9%
Employees
Responsible
business practices Less than 25 years 3% 3% Data reported from 2022 onwards.
25 -29 years 10% 9%
■ Sustainability reporting
and metrics 30 -39 years 29% 28%
40 -49 years 30% 30%
Independent Assurance
50 -59 years 22% 23%
Report
More than 60 years 7% 8%
GOVERNANCE 405-1 Diversity and Equal Opportunity, Diversity of governance bodies by age and gender Male Female Notes
405-1 Under 30 years old 0% 0%
FINANCIALS Between 30 and 49 years old 11% 11%
Over 50 years old 56% 22%
Total 67% 33%
406 Non-discrimination 2021 2022 2023 Notes
406-1 Number of potential non-compliance incidents (via Sanoma-WhistleB hotline or internal 9 16 20
channels)
Number of non-compliance incidents found partially or completely true​ 6 8 9
Number of incidents, which have been identified as discrimination​ 0 3 2

SANOMA ANNUAL REPORT 2023 ∙ 66


Environmental and climate metrics
GRI METRICS ENVIRONMENTAL DISCLOSURE
GRI 301 Materials used by weight and volume 2021 2022 2023 Change, Notes
Year-on-Year
301-1 Paper used by Sanoma, tonnes
OUR BUSINESSES Newsprint paper 38,053 30,293 26,320 -13%
IN BRIEF
Magazine paper 6,427 5,976 4,593 -23%
SUSTAINABILITY Book paper 20,255 34,580 32,189 -7%
Total 64,735 70,849 63,102 -11%
Sustainability at Sanoma Certified paper used in Sanoma, percentage 95% 94% 94% 0%
Inclusive learning GRI 301 Materials used in Sanoma-owned printing facilities 2021 2022 2023 Change, Notes
Year-on-Year
Sustainable media 301-1 Significant materials used in Sanoma-owned printing houses,
tonnes
Valued people
Paper 40,246 36,553 31,065 -15% Materials reported as renewable and
Trustworthy data non-renewable total.
Ink 844 810 754 -7%
Vital environment Printing plates 205 194 164 -15%
Responsible Wetting water additive 67 62 54 -13%
business practices Recycled input materials used in Sanoma-owned printing houses
■ Sustainability reporting Paperwaste, percentage 6.3 6.3 6.2 -1%
and metrics Water consumption in Sanoma-owned printing houses, m3
Amount of water used in Sanoma-owned printing facilities 14,668 14,408 14,320 -0.6%
Independent Assurance
Report GRI 302 Energy 2021 2022 2023 Change, Notes
Year-on-Year

GOVERNANCE 302-1 Total energy consumption within the organisation, MWh 49,003 43,310 38,535 -11% Reporting in MWh instead of GRI required joules.
No steam consumption.
FINANCIALS 302-2 Electricity 29,899 25,632 23,420 -9%
Heating and cooling 19,105 17,678 15,114 -15% Heating and cooling summarised.
Fuels (reserve power), non-renewable, litres 90,230 6,059 6,699 11% Reporting only total amount of fuels.
Share of fossil-free energy consumption, percentage 59% 57% 73% 27%
Share of fossil-free electricity consumption, percentage 97% 92% 93% 2%
Energy intensity, MWh electricity, heating and cooling/persons under 9.1 7.7 6,9 -11%
employment contract/year

SANOMA ANNUAL REPORT 2023 ∙ 67


GRI METRICS ENVIRONMENTAL DISCLOSURE
306 Waste 2021 2022 2023 Change,
Year-on-Year
306-3 GRI 306-3 Waste generated, tonnes
306-4 Non-hazardous waste - 5,202 5,605 8%
OUR BUSINESSES 306-5 Hazardous waste - 158 224 42%
IN BRIEF Total - 5,360 5,829 9%
SUSTAINABILITY GRI 306-4 Waste diverted from disposal (to recovery operations),
tonnes

Sustainability at Sanoma Non-hazardous waste


Reuse - 289 330
Inclusive learning
Recycling - 4350 4173
Sustainable media
Other recovery - 75 148
Valued people Total - 4714 4651
Trustworthy data Hazardous waste
Vital environment Reuse - 9 128
Recycling - 121 40
Responsible
business practices Other recovery - 0 1

■ Sustainability reporting Total - 130 169


and metrics GRI 306-5 Waste directed to disposal, tonnes

Independent Assurance Non-hazardous waste


Report Incineration - 25 36
Landfill - 370 731
GOVERNANCE
Other disposal operations - 94 186
FINANCIALS Total - 489 954
Hazardous waste
Incineration - 12 23
Landfill - 3 6
Other disposal operations - 13 27
Total - 28 56

SANOMA ANNUAL REPORT 2023 ∙ 68


GRI METRICS ENVIRONMENTAL DISCLOSURE
GRI 305 Emissions 2021 2022 2023
305-1 Scope 1. Direct GHG emissions, tCO2e 3,658 3,813 3,767
305-2 Scope 2. Energy indirect GHG emissions, market based, tCO2e 5,316 4,532 2,433
Scope 2. Energy indirect GHG emissions, location based, tCO2e 8,547 6,893 5,040
OUR BUSINESSES
IN BRIEF 305-3 Scope 3. Other indirect GHG emissions total, tCO2e 139,463 136,801 102,744
Category 1. Purchased goods and services 99,350 88,553 67,885
SUSTAINABILITY Category 2. Capital goods 3,438 13,811 6,247
Category 3. Fuel- and Energy-Related Activities Not Included in 2,549 2,018 2,190
Sustainability at Sanoma Scope 1 or Scope 2
Inclusive learning Category 4. Upstream transportation and distribution 21,227 23,154 17,659
Category 5. Waste generated in operations 183 109 124
Sustainable media
Category 6. Business travel 1,009 1,153 1,308
Valued people Category 7. Employee commuting 1,287 1,278 1,479
Trustworthy data Category 8. Upstream Leased Assets 0 0 0

Vital environment Category 9. Downstream transportation and distribution 0 0 0


Category 10. Processing of Sold Products 0 0 0
Responsible
Category 11. Use of (digital) sold products 3,435 3,209 1,964
business practices
Category 12. End-of-life treatment of sold products 1,699 1,892 1,343
■ Sustainability reporting
Category 13. Downstream Leased Assets 0 0 0
and metrics
Category 14. Franchises 0 0 0
Independent Assurance Category 15. Investments 5,286 2,525 2,545
Report
305-4 Own direct and indirect (Scope 1 and 2) GHG emissions intensity, tCO2e/ 1.7 1.5 1.1
persons under employment contract
GOVERNANCE GHG emissions intensity (Scope 1, 2 and 3), tCO2e/persons under 27.7 25.9 19.5
employment contract
FINANCIALS
GHG emissions intensity (Scope 1, 2 and 3), tCO2e/EUR 1,000 net sales 0.12 0.11 0.08
305-5 Scope 1 reduction of GHG emissions compared to base year 2021, - 4.2% 3%
percentage
Scope 2 reduction of GHG emissions compared to base year 2021, - -14.7% -54.2%
percentage
Scope 1 and 2 reduction of GHG emissions compared to base year 2021, - -7.0% -30.9%
percentage
Scope 3 categories 1, 3 and 4 reduction of GHG emissions compared to - -7.6% -28.7%
base year 2021, percentage
Other emissions Nelonen Media Live event emissions, tCO2e 6,009 8,478 8,713
Nelonen Media Live event emissions, emissions intensity, kgCO2e/event 39 60 59
visitor
Biogenic emissions 2 0 0

SANOMA ANNUAL REPORT 2023 ∙ 69


Economic and anti-corruption metrics
GRI METRICS ECONOMIC DISCLOSURE
Economic value distributed 2021 2022 2023 Notes
201-1 Economic value distributed, EUR million
Revenue (net sales) 1,252 1,298 1,393
OUR BUSINESSES
Operating costs 415 458 487
IN BRIEF
Employee wages and benefits 351 356 405
SUSTAINABILITY Dividends to shareholders 88 89 61
Payments to providers of capital 9 13 31
Sustainability at Sanoma
Payments to government: income tax, real estate tax, employer charges 89 98 96
Inclusive learning Community investments: direct donations 1 0.1 0.0
Sustainable media Taxes, EUR million
Total taxes borne and collected, total, EUR million 238 268 259
Valued people
Taxes borne, EUR million 89 98 96
Trustworthy data Corporate income tax 36 42 36
Vital environment Real estate taxes 1.3 0.3 0.3

Responsible Employer taxes 52 56 60


business practices Taxes collected, EUR million 149 170 164

■ Sustainability reporting Net VAT 45 45 47


and metrics Excise taxes 0 0 0
Withholding taxes 72 93 83
Independent Assurance
Report Employees social security 31 32 34
GRI 205 Anti-corruption 2021 2022 2023 Notes
GOVERNANCE 205-2 Code of Conduct annual refresher e-learning completion rate, percentage of employees 97% 95% 98%
Code of Conduct annual basic e-learning completion rate, percentage of employees 97% 98% 96%
FINANCIALS

SANOMA ANNUAL REPORT 2023 ∙ 70


Sustainable media-related metrics
GRI METRICS SOCIAL DISCLOSURE
417 Marketing and labelling 2021 2022 2023 Notes
417-3 Incidents of non-compliance concerning marketing communications, number of cases 2 2 3
Incidents of non-compliance with regulations resulting in a fine or penalty 0 0 0
OUR BUSINESSES
Incidents of non-compliance with regulations resulting in a warning 0 0 0
IN BRIEF
Incidents of non-compliance with voluntary codes (the Advertising and Marketing 2 2 3
SUSTAINABILITY Communications Code)
SANOMA'S OWN INDICATORS
Sustainability at Sanoma Journalistic ethical principles

Inclusive learning Resolutions concerning responsible journalism practices as defined in the Guidelines for
Journalists by The Council of Mass Media, number of resolutions
Sustainable media Liberating decisions 6 15 6
Valued people Condemnatory decisions 4 0 6

Trustworthy data
Vital environment Trustworthy data-related metrics
Responsible GRI METRICS SOCIAL DISCLOSURE AND SASB METRICS PRIVACY
business practices
Customer privacy and SASB SV-ED-230a.3: Number of Data Breaches (1)​ 2021 2022 2023 Notes
■ Sustainability reporting 418-1 a. Substantiated complaints concerning breaches of customer privacy and losses of
and metrics customer data
Independent Assurance i. complaints received from outside parties and substantiated by the organisation​ 0 0 0
Report ii. complaints from regulatory bodies​ 0 0 1
b. Total number of identified leaks, thefts, or losses of customer data​
GOVERNANCE Annual number of data breaches, total 282 196 164
Data breaches classified by Sanoma as major 0 0 0
FINANCIALS
GDPR: Annual volume of consumer data access, deletion and portability request 67 80 164

Learning impact-related metrics


SANOMA'S OWN INDICATORS
European Teacher Survey Results 2021 2022 2023 Notes
Share of teachers who agree that Sanoma learning materials help students reach 85% 84% 84% The figures for the 2022 survey have been
curriculum objectives restated.
Share of teachers who agree that our learning materials help them be more efficient in their 76% 77% 78%
work
Share of teachers who agree that our learning materials help engage their students 71% 73% 74%

SANOMA ANNUAL REPORT 2023 ∙ 71


GRI content index
Sanoma’s Sustainability Report is prepared in accordance with the Global Reporting Initiative (GRI) Standards following the GRI 1
Foundation 2021 and GRI 2 General Disclosure 2021 mandatory disclosure standard. GRI 3 Material topics has been reported using
the 2016 or newer version of each material topic standard. A list of material sustainability topics for Sanoma can be found in the Key
OUR BUSINESSES stakeholder groups and material topics. In this GRI Content Index, we list our disclosures with reference to the GRI Standards and refer to
IN BRIEF the location of the information supported by links. It includes information on reasons for omissions or changes in our reporting scope, if
SUSTAINABILITY necessary. It also explains which indicators measure our performance in upholding the UN Global Compact Ten Principles on human rights,
labour standards, environmental friendliness and anti-corruption, and the UN Sustainable Development Goals.
Sustainability at Sanoma
Inclusive learning
Linked Related UN
Sustainable media UN Global Sustainable
Omissions Externally Compact Ten Development
Valued people GRI Standard Disclosure number and title Location of information and remarks assured Principles Goals (SDGs)

Trustworthy data GRI 1 Foundation 2021

Vital environment Statement of use Sanoma Corporation has reported in accordance with the GRI Standards for the period 1.1.–31.12.2023
GRI 1 used GRI 1: Foundation 2021
Responsible
business practices Applicable GRI No Sector Standards applicable for the media and learning industry.
Sector Standards Universal and topic-specific GRI Standards disclosed below
■ Sustainability reporting
General Disclosures 2021
and metrics
GRI 2: General 2-1 Organizational details a. Legal name: Sanoma Corporation
Independent Assurance Disclosures 2021 b. Nature of ownership and legal form: Publicly listed company
Report c. Location of headquarters: Töölönlahdenkatu 2, Helsinki, Finland
d. Countries of operation: Finland, the Netherlands, Poland, Italy,
Belgium, Sweden, Spain, Norway, Denmark, France, Germany and UK
GOVERNANCE
2-2 Entities included in the organization’s Annual Report 2023, Sustainability Report, Sustainability
sustainability reporting and ESG metrics, Reporting scope and practices
FINANCIALS
2-3 Reporting period, frequency a. Reporting period: 1 January–31 December 2023
and contact point b. Publication date of the report: 5 March 2024
c. Contact point: [email protected]
2-4 Restatements of information Annual Report 2023, Sustainability Report, Sustainability
reporting and metrics, Reporting scope and practices
2-5 External assurance Annual Report 2023, Sustainability Report,
Independent Assurance Report
2-6 Activities, value chain and a-d. Annual Report 2023, Sustainability Report,
other business relationships Sustainability at Sanoma, Inclusive Learning, Sustainable
Media, Responsible business practices
2-7 Employees a-e. Annual Report 2023, Sustainability Report, Sustainability 6 5, 8, 10
and ESG performance figures and Valued people
2-8 Workers who are not employees Annual Report 2023, Sustainability Report, Valued people Reporting only includes 6 5, 8, 11, 12
qualitative assessment.

2-9 Governance structure and composition Annual Report 2023, Sustainability Report, Sustainability
at Sanoma and Corporate Governance Statement

SANOMA ANNUAL REPORT 2023 ∙ 72


Linked Related UN
UN Global Sustainable
Omissions Externally Compact Ten Development
GRI Standard Disclosure number and title Location of information and remarks assured Principles Goals (SDGs)

2-10 Nomination and selection of Annual Report 2023, Sustainability Report,


the highest governance body Corporate Governance Statement
OUR BUSINESSES
2-11 Chair of the highest governance body Annual Report 2023, Sustainability Report,
IN BRIEF Corporate Governance Statement

SUSTAINABILITY 2-12 Role of the highest governance body Annual Report 2023, Sustainability Report, Sustainability
in overseeing the management of impacts at Sanoma and Corporate Governance Statement

Sustainability at Sanoma 2-13 Delegation of responsibility Annual Report 2023, Sustainability Report, Sustainability
for managing impacts at Sanoma and Corporate Governance Statement
Inclusive learning 2-14 Role of the highest governance Annual Report 2023, Sustainability Report, Sustainability at Sanoma
body in sustainability reporting
Sustainable media
2-15 Conflicts of interest Annual Report 2023, Sustainability Report, Sustainability at Sanoma
Valued people
2-16 Communication of critical concerns Annual Report 2023, Sustainability Report,
Trustworthy data Responsible business practices

Vital environment 2-17 Collective knowledge of the Annual Report 2023, Corporate Governance Statement
highest governance body
Responsible 2-18 Evaluation of the performance Annual Report 2023, Remuneration Report
business practices of the highest governance body
■ Sustainability reporting 2-19 Remuneration policies Annual Report 2023, Remuneration Report
and metrics 2-20 Process to determine remuneration Annual Report 2023, Remuneration Report
Independent Assurance 2-21 Annual total compensation ratio Annual Report 2023, Remuneration Report
Report 2-22 Statement on sustainable Annual Report 2023, Sustainability Report, Sustainability at Sanoma
development strategy
GOVERNANCE 2-23 Policy commitments Annual Report 2023, Sustainability Report, Responsible
business practices and Sustainability policies and guidelines
FINANCIALS
2-24 Embedding policy commitments Annual Report 2023, Sustainability Report, Responsible
business practices and Sustainability policies and guidelines
2-25 Processes to remediate Annual Report 2023, Sustainability Report,
negative impacts Responsible business practices
2-26 Mechanisms for seeking Annual Report 2023, Sustainability Report,
advice and raising concerns Responsible business practices
2-27 Compliance with laws and regulations Annual Report 2023, Sustainability Report, Sustainability
at Sanoma and Consolidated Financial Statements, Note
5.5 Contingent liabilities, Disputes and litigations
2-28 Membership associations sanoma.com 17
2-29 Approach to stakeholder engagement Annual Report 2023, Sustainability Report, Sustainability at Sanoma 17
2-30 Collective bargaining agreements Annual Report 2023, Sustainability Report,
Sustainability and ESG performance figures

SANOMA ANNUAL REPORT 2023 ∙ 73


Linked Related UN
UN Global Sustainable
Omissions Externally Compact Ten Development
GRI Standard Disclosure number and title Location of information and remarks assured Principles Goals (SDGs)

Material topics (topic specific content is reported regarding aspects identified as material)

OUR BUSINESSES GRI 3: Material 3-1 Process to determine material topics Annual Report 2023, Sustainability Report, Sustainability at Sanoma
topics 2021
IN BRIEF 3-2 List of material topics Annual Report 2023, Sustainability Report, Sustainability at Sanoma
and Key stakeholder groups, engagement and material topics
SUSTAINABILITY
Economic performance

Sustainability at Sanoma GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report,
Topics 2021 Responsible business practices
Inclusive learning
GRI 201: Economic 201-1 Direct economic value Annual Report 2023, Sustainability Report, Reporting i-ii. 8
Sustainable media Performance 2016 generated and distributed Sustainability and ESG performance figures
201-2 Financial implications and other risks Annual Report 2023, Sustainability Report, Task Force 13
Valued people and opportunities due to climate change on Climate-related Financial disclosure (TCFD)
Trustworthy data 201-3 Defined benefit plan obligations Annual Report 2023, Financial Statements
and other retirement plans and Remuneration Report
Vital environment
Anti-corruption
Responsible
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report,
business practices Topics 2021 Responsible business practices
■ Sustainability reporting GRI 205: Anti- 205-2 Communication and training about Annual Report 2023, Sustainability Report, 10 16
and metrics corruption 2016 anti-corruption policies and procedures Responsible business practices

Independent Assurance Materials


Report GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Vital environment
Topics 2021
GOVERNANCE GRI 301: 301-1 Materials used by weight or volume Annual Report 2023, Sustainability Report, Reporting scope Sanoma- 9, 12
Materials 2016 Sustainability and ESG performance figures owned printing houses.

FINANCIALS Energy
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Vital environment
Topics 2021
GRI 302: 302-1 Energy consumption Annual Report 2023, Sustainability Report, 7, 8 13
Energy 2016 within the organization Sustainability and ESG performance figures
302-3 Energy intensity Annual Report 2023, Sustainability Report, 7, 8 13
Sustainability and ESG performance figures
Emissions
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Vital environment
Topics 2021
GRI 305: 305-1 Direct (Scope 1) GHG emissions Annual Report 2023, Sustainability Report, Sustainability and 7, 8 13
Emissions 2016 ESG performance figures and Reporting scope and practices
305-2 Energy indirect Annual Report 2023, Sustainability Report, Sustainability and Information omitted on gases 7, 8 13
(Scope 2) GHG emissions ESG performance figures and Reporting scope and practices included in the calculation.

305-3 Other indirect (Scope 3) Annual Report 2023, Sustainability Report, Sustainability and Information omitted on gases 7, 8 13
GHG emissions ESG performance figures and Reporting scope and practices included in the calculation.

SANOMA ANNUAL REPORT 2023 ∙ 74


Linked Related UN
UN Global Sustainable
Omissions Externally Compact Ten Development
GRI Standard Disclosure number and title Location of information and remarks assured Principles Goals (SDGs)

305-4 GHG emissions intensity Annual Report 2023, Sustainability Report, 7, 8 13


Sustainability and ESG performance figures
OUR BUSINESSES
305-5 Reduction of GHG emissions Annual Report 2023, Sustainability Report, Reporting includes changes 8, 9 13
IN BRIEF Sustainability and ESG performance figures in gross GHG emissions
compared to base year 2021,
which include reductions
SUSTAINABILITY through reduction initiatives.

Sanoma's own Direct (Scope 1) and indirect Annual Report 2023, Sustainability Report, 7, 8 13
Sustainability at Sanoma indicators (Scope 2) GHG emissions Sustainability and ESG performance figures
Inclusive learning Change in direct (Scope 1) and Annual Report 2023, Sustainability Report, 8, 9 13
indirect (Scope 2) GHG emissions Sustainability and ESG performance figures
Sustainable media
Other indirect (Scope 3) GHG emissions Annual Report 2023, Sustainability Report, Reporting includes emissions 7, 8 13
Valued people relevant to the SBTi targets Sustainability and ESG performance figures from purchased goods and
services, fuel and energy-
Trustworthy data related activities, and upstream
transportation and distribution.
Vital environment Change in other indirect (Scope 3) GHG Annual Report 2023, Sustainability Report, Reporting includes emissions 8, 9 13
emissions relevant to the SBTi targets Sustainability and ESG performance figures from purchased goods and
Responsible services, fuel and energy-
business practices related activities, and upstream
transportation and distribution.
■ Sustainability reporting
Waste
and metrics
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Vital environment
Independent Assurance Topics 2021
Report GRI 306: Waste 2020 306-1 Waste generation and Annual Report 2023, Sustainability Report, Sustainability 8 12
significant waste-related impacts and ESG performance figures and Vital environment
GOVERNANCE 306-2 Management of significant Annual Report 2023, Sustainability Report, Vital environment 8 12
waste-related impacts
FINANCIALS
306-3 Waste generated Annual Report 2023, Sustainability Report, Sustainability 8 12
and ESG performance figures and Vital environment
306-4 Waste diverted from disposal Annual Report 2023, Sustainability Report, 8 12
Sustainability and ESG performance figures
306-5 Waste directed to disposal Annual Report 2023, Sustainability Report, 8 12
Sustainability and ESG performance figures
Supplier Environmental Assessment
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Vital environment
Topics 2021
GRI 308: Supplier 308-1 Suppliers screened using Annual Report 2023, Sustainability Report, KPI tracked via centralised 8 12, 13
Environmental environmental criteria Responsible business practices contract Lifecycle Management
Assessment 2016 system by evaluating new
suppliers above EUR 100,000
spend.

SANOMA ANNUAL REPORT 2023 ∙ 75


Linked Related UN
UN Global Sustainable
Omissions Externally Compact Ten Development
GRI Standard Disclosure number and title Location of information and remarks assured Principles Goals (SDGs)

Employment

OUR BUSINESSES GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Valued people
Topics 2021
IN BRIEF
GRI 401: 401-1 New employee hires Annual Report 2023, Sustainability Report, a-b. Reporting includes 6 5, 8
Employment 2016 and employee turnover Sustainability and ESG performance figures breakdown by age group and
SUSTAINABILITY gender. Information by region
omitted.
Sustainability at Sanoma 401-2 Benefits provided to full-time Annual Report 2023, Sustainability Report, Valued people Reporting covers largest
employees that are not provided to companies.
Inclusive learning temporary or part-time employees
Sustainable media Labour/Management Relations

Valued people GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Valued people
Topics 2021
Trustworthy data
GRI 402: Labour/ 402-1 Minimum notice periods Annual Report 2023, Sustainability Report, Valued people Reporting covers
Management regarding operational changes largest companies.
Vital environment
Relations 2016
Responsible Occupational Health and Safety
business practices
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Valued people
■ Sustainability reporting Topics 2021
and metrics GRI 403: 403-1 Occupational health and Annual Report 2023, Sustainability Report, Valued people 8
Occupational safety management system
Independent Assurance Health and
Report Safety 2018 403-2 Hazard identification, risk Annual Report 2023, Sustainability Report, Valued people 8
assessment, and incident investigation

GOVERNANCE 403-3 Occupational health services Annual Report 2023, Sustainability Report, Valued people 8
403-4 Worker participation, Annual Report 2023, Sustainability Report, Valued people 8
FINANCIALS consultation, and communication on
occupational health and safety
403-5 Worker training on Annual Report 2023, Sustainability Report, Valued people 8
occupational health and safety
403-6 Promotion of worker health Annual Report 2023, Sustainability Report, Valued people 8
403-7 Prevention and mitigation of Annual Report 2023, Sustainability Report, Valued people 8
occupational health and safety impacts
directly linked by business relationships
403-8 Workers covered by an occupational Annual Report 2023, Sustainability Report, Valued people Management system 8
health and safety management system not audited.

403-9 Work related injuries Annual Report 2023, Sustainability Report, Reporting scope Sanoma- 8
Sustainability and ESG performance figures owned printing houses. Sick
absence not in assurance
scope and reported as total
amount of sick absence days
for all Sanoma operations.

SANOMA ANNUAL REPORT 2023 ∙ 76


Linked Related UN
UN Global Sustainable
Omissions Externally Compact Ten Development
GRI Standard Disclosure number and title Location of information and remarks assured Principles Goals (SDGs)

Training and Education

OUR BUSINESSES GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Valued people
Topics 2021
IN BRIEF
GRI 404: Training 404-2 Programs for upgrading employee Annual Report 2023, Sustainability Report, Valued people
and Education 2016 skills and transition assistance programs
SUSTAINABILITY
404-3 Percentage of employees Annual Report 2023, Sustainability Report, Sustainability Reporting covers Learning. 8
Sustainability at Sanoma receiving regular performance and and ESG performance figures and Valued people
career development reviews
Inclusive learning Diversity and Equal Opportunity
Sustainable media GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Valued people
Topics 2021
Valued people
GRI 405: Diversity 405-1 Diversity of governance Annual Report 2023, Sustainability Report, 6 5, 10
Trustworthy data and Equal bodies and employees Sustainability and ESG performance figures
Opportunity 2016
Vital environment
Non-discrimination
Responsible
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report,
business practices Topics 2021 Responsible business practices
■ Sustainability reporting GRI 406: 406-1 Incidents of discrimination Annual Report 2023, Sustainability Report, Responsible Topic-specific compliance 8
Non-discrimination and corrective actions taken business practices, Sustainability and ESG performance is described under each
and metrics
2016 figures and Consolidated Financial Statements, Note Sustainability Strategy section.
Independent Assurance 5.5 Contingent liabilities, Disputes and litigations
Report Marketing and Labeling
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Sustainable media
GOVERNANCE Topics 2021

FINANCIALS GRI 417: Marketing 417-3 Incidents of non-compliance Annual Report 2023, Sustainability Report, Sustainability Reported as number 12
and Labeling 2016 concerning marketing communications and ESG performance figures and Sustainable media of non-compliance
cases according to the
Advertising and Marketing
Communications Code.

Customer Privacy
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Trustworthy data
Topics 2021
GRI 418: Customer 418-1 Substantiated complaints Annual Report 2023, Sustainability Report, Sustainability 12
Privacy 2016 concerning breaches of customer and ESG performance figures and Trustworthy data
privacy and losses of customer data

SANOMA ANNUAL REPORT 2023 ∙ 77


Linked Related UN
UN Global Sustainable
Omissions Externally Compact Ten Development
GRI Standard Disclosure number and title Location of information and remarks assured Principles Goals (SDGs)

Other own indicators

OUR BUSINESSES Inclusive learning


IN BRIEF GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Inclusive learning
Topics 2021
SUSTAINABILITY Inclusive learning Learning outcomes: Share of teachers who Annual Report 2023, Sustainability Report, Inclusive learning 4
agree that Sanoma learning materials
Sustainability at Sanoma help students reach curriculum objectives
Teacher efficiency: Share of teachers who Annual Report 2023, Sustainability Report, Inclusive learning 4
Inclusive learning agree that our learning materials help
them be more efficient in their work
Sustainable media
Student engagement: Share of teachers Annual Report 2023, Sustainability Report, Inclusive learning 4
Valued people who agree that our learning materials
help them engage students
Trustworthy data
Accessibility: The share of Sanoma Annual Report 2023, Sustainability Report, Inclusive learning 4
Vital environment Learning's Design System team employees
who have been trained on accessibility
Responsible
Sustainable media
business practices
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Sustainable media
■ Sustainability reporting Topics 2021
and metrics
Sustainable media Compliance with professional practices Annual Report 2023, Sustainability Report, Sustainable media 8, 16
Independent Assurance as defined in the Guidelines for Journalists
by The Council for Mass Media (CMM)
Report
Compliance with age-limits and Annual Report 2023, Sustainability Report, Sustainable media 8, 16
protecting vulnerable audiences
GOVERNANCE as defined by guidance of the
National Audiovisual Institute
FINANCIALS
Valued people
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Valued people
Topics 2021
Valued people Results of the Employee Engagement Survey Annual Report 2023, Sustainability Report, Valued people 8

SANOMA ANNUAL REPORT 2023 ∙ 78


Sustainability Accounting Standards Board content index
The below table includes Sanoma’s reporting against the Sustainability Accounting Standard Board’s (SASB) Media & Entertainment,
Advertising & Marketing and Education sectors Sustainability Accounting Standards. In this SASB Content Index, specific standard
indicators are listed with a reference to the location of the information in Sanoma’s reporting. The SASB Content Index includes
OUR BUSINESSES information on reasons for omissions or changes in our reporting scope, if necessary.
IN BRIEF

SUSTAINABILITY Unit of Externally


Code Accounting Metric Category Measure Location of information Omissions assured
Sustainability at Sanoma
Media and Entertainment
Inclusive learning
Media Pluralism
Sustainable media SV-ME- Percentage of gender and racial/ethnic group Quantitative Percentage (%) Annual Report 2023, Sustainability report, Sustainability and ESG Sanoma does not collect
260a.1-2 representation for (1) management, (2) performance figures information on employees’
Valued people professionals, and (3) all other employees racial/ethnic origin.

Trustworthy data Description of policies and procedures to Discussion N/A Annual Report 2023, Sustainability report, Sustainable media. As a
ensuring pluralism in news media content and Analysis member of the Council for Mass Media and the Union of Journalists
Vital environment in Finland, Sanoma Media Finland newspapers are committed to
policies and procedures of the Council for Mass Media and the Union of
Responsible Journalists, ensuring pluralism in news media content.
business practices Journalistic Integrity & Sponsorship Identification

■ Sustainability reporting SV-ME- Total amount of monetary losses as a result of Quantitative EUR Annual Report 2023, Consolidated Financial Statements, Note 5.5
270a.1-3 legal proceedings associated with libel or slander Contingent liabilities, Disputes and litigations. Sanoma Group did not
and metrics face any legal proceedings associated with libel or slander.
Independent Assurance Revenue from embedded advertising Quantitative EUR EUR 219 (2022: 236) million of Sanoma Media Finland revenue Embedded advertising revenue
came from print advertising and non-print advertising. Both include not separately available.
Report
embedded advertising.
Description of approach for ensuring journalistic Discussion N/A Annual Report 2023, Sustainability report, Sustainable media and
GOVERNANCE integrity of news programming related to: (1) and Analysis Trustworthy data
truthfulness, accuracy, objectivity, fairness, and
FINANCIALS accountability, (2) independence of content
and/or transparency of potential bias, and (3)
protection of privacy and limitation of harm
Intellectual Property Protection & Media Piracy
SV-ME- Description of approach to ensuring Discussion N/A Annual Report 2023, Sustainability report, Trustworthy data and
520a.1 intellectual property (IP) protection and Analysis Sanoma’s IP policy at sanoma.com (available only in Finnish due to the
Finnish target group)
Activity metrics
SV-ME- (1) Total recipients of media and the number of Quantitative Number 1) Annual Report 2023, Sustainability report, Sustainable media. (3) Subscribers to cable
000.A (2) households reached by broadcast TV, (3) Kantar Mind Kuluttaja Survey is carried out by the Kantar. The annual networks data not publicly
subscribers to cable networks, and (4) circulation number of respondents is 15 000, with a target group aged 15-74, available.
for magazines and newspapers excluding Åland.
2) All TV and radio reach in Finland is reported publicly by Finnpanel.
Reporting includes annual channel share and weekly reach for Finns
above three years old.
4) All magazines and newspapers circulation reported publicly by
Media Audit Finland. Reporting covers Sanoma’s channels.
SV-ME- Total number of media productions and Quantitative Number Annual Report 2023, Sustainability report, Sustainable media Quantitative figure of total media
000.B publications produced productions and publications not
reported.

SANOMA ANNUAL REPORT 2023 ∙ 79


Unit of Externally
Code Accounting Metric Category Measure Location of information Omissions assured

Advertising and marketing


Data Privacy
SV-AD- Discussion of policies and practices relating to Discussion N/A Annual Report 2023, Sustainability report, Trustworthy data and
OUR BUSINESSES 220a.1-3 behavioral advertising and consumer privacy and Analysis Sanoma Media Finlands Privacy policy at sanoma.com (available only
IN BRIEF in Finnish due to the Finnish target group)
Percentage of online advertising impressions Quantitative Percentage (%) Annual Report 2023, Report of the Board of Directors. 37% (EUR 219 Percentage (%) by revenue
SUSTAINABILITY that are targeted to custom audiences by revenue million) of Sanoma Media Finland revenue came from print advertising data not available.
and non-print advertising. Both include embedded advertising.
Sustainability at Sanoma Total amount of monetary losses as a result of Quantitative EUR Annual Report 2023, Consolidated Financial Statements, Note 5.5
legal proceedings associated with consumer Contingent liabilities, Disputes and litigations. No monetary losses.
Inclusive learning privacy
Sustainable media Advertising Integrity
Valued people SV-AD- Total amount of monetary losses as a result Quantitative EUR Annual Report 2023, Consolidated Financial Statements, Note 5.5
270a.1-3 of legal proceedings associated with false, Contingent liabilities, Disputes and litigations. No monetary losses.
Trustworthy data deceptive, or unfair advertising Sanoma is committed to the International Chamber of Commerce (ICC)
Advertising and Marketing Communications Code and reports cases of
Vital environment non-compliance against the ICC code.

Responsible Percentage of campaigns reviewed for adherence Quantitative Percentage (%) Programmatic advertising reviews are conducted by automated Percentage by revenue data
with the Advertising Self-Regulatory Council by revenue system checks and by also regular manual checks. not available.
business practices (ASRC) procedures, percentage of those in
■ Sustainability reporting compliance
and metrics Percentage of campaigns that promote alcohol Quantitative Percentage (%) Advertising of tobacco is illegal in Finland. Commercials with alcohol Percentage by revenue data
or tobacco products by revenue are only broadcast after 10 p.m., following the law. not available
Independent Assurance
Workforce Diversity & Inclusion
Report
SV-AD- Percentage of gender and racial/ethnic group Quantitative Percentage (%) Annual Report 2023, Sustainability report, Sustainability and ESG Sanoma does not collect
330a.1 representation for (1) management, (2) performance figures information on employees’
GOVERNANCE professionals, and (3) all other employees racial/ethnic origin.

FINANCIALS Activity
metrics
SV-AD- Median reach of advertisements and marketing Quantitative Number All TV and radio reach in Finland is reported publicly by Finnpanel. Median reach of
000.A campaigns Digital reach is followed by the Finnish Internet Audience advertisements and marketing
Measurement (FIAM) (in Finnish). Media Audit Finland follows the campaigns data not available.
reach of magazines and newspapers in Finland (in Finnish). Reporting
covers Sanoma’s channels.
SV-AD- Number of exposures to advertisements or Quantitative Number All TV and radio reach in Finland is reported publicly by Finnpanel. Number of exposures to
000.B marketing campaigns Digital reach is followed by the Finnish Internet Audience advertisements or marketing
Measurement (FIAM) (in Finnish). Media Audit Finland follows the campaigns data not available.
reach of magazines and newspapers in Finland (in Finnish). Reporting
covers Sanoma’s channels.
SV-AD- Median frequency of exposures Quantitative Number All TV and radio reach in Finland is reported publicly by Finnpanel. Median frequency of exposures
000.C Digital reach is followed by the Finnish Internet Audience data not available.
Measurement (FIAM) (in Finnish). Media Audit Finland follows the
reach of magazines and newspapers in Finland (in Finnish). Reporting
covers Sanoma’s channels.
SV-AD- Number of employees Quantitative Number Annual Report 2023, Sustainability report, Sustainability and ESG
000.D performance figures

SANOMA ANNUAL REPORT 2023 ∙ 80


Unit of Externally
Code Accounting Metric Category Measure Location of information Omissions assured

Education
Data Security
SV-ED- Description of approach to identifying and Discussion & N/A Annual Report 2023, Sustainability report, Trustworthy data and
230a.1-3 addressing data security risks Analysis Report of the Board of Directors, Risk and risk management. Sanoma
OUR BUSINESSES has invested in datasecurity-related technologies and runs a Group-
wide Privacy Programme that monitors development and enforcement
IN BRIEF of privacy regulations, has oversight of the implementation of the
Sanoma Privacy Policy, and ensures that employees know how to apply
SUSTAINABILITY data security and privacy practices in their daily work.

Sustainability at Sanoma Description of policies and practices relating Discussion & N/A Annual Report 2023, Sustainability report, Trustworthy data. Sanoma
to collection, usage, and retention of student Analysis operates as a processor of student data and follows the instruction of
Inclusive learning information controllers (schools and education provider).
(1) Number of data breaches, (2) percentage Quantitative Number, (1) Annual Report 2023, Sustainability report, Trustworthy data. (2) Percentage involving PII not
Sustainable media involving personally identifiable information (PII), Percentage (%) Sanoma operates as a processor of student data and follows the available.
(3) number of students affected instruction of controllers (schools and education provider). We follow (3) Number of students
Valued people and report personal data breaches annually. affected data security
information not available.
Trustworthy data
Quality of Education & Gainful Employment
Vital environment SV-ED- Graduation rate Quantitative Percentage (%) Not relevant. Sanoma does not operate as an education organiser.
260a.1-5
Responsible
On-time completion rate Quantitative Percentage (%) Not relevant. Sanoma does not operate as an education organiser.
business practices
Job placement rate Quantitative Percentage (%) Not relevant. Sanoma does not operate as an education organiser.
■ Sustainability reporting
and metrics (1) Debt-to-annual earnings rate and Quantitative Percentage (%) Not relevant. Sanoma does not operate as an education organiser.
(2) debt to-discretionary income rate
Independent Assurance Program cohort default rate Quantitative Percentage (%) Not relevant. Sanoma does not operate as an education organiser.
Report
Marketing & Recruiting Practices
SV-ED- Description of policies to assure disclosure of key Discussion & N/A Not relevant. Sanoma does not operate as an education organiser.
GOVERNANCE 270a.1-4 performance statistics to prospective students in Analysis
advance of collecting any fees and discussion of
FINANCIALS outcomes
Total amount of monetary losses as a result of Quantitative EUR Annual Report 2023, Consolidated Financial Statements, Note 5.5
legal proceedings associated with advertising, Contingent liabilities, Disputes and litigations. Sanoma Group did not
marketing, and mandatory disclosures face any legal proceedings associated.
(1) Instruction and student services expenses and Quantitative EUR Not relevant for the company, Sanoma does not operate as an
(2) marketing and recruiting expenses education organiser.
Revenue from: (1) Title IV funding, (2) GI Bill Quantitative EUR Not relevant for the company, Sanoma does not operate as an
funding, and (3) private student loans education organiser.
Activity metrics
SV-ED- Number of students enrolled Quantitative Number Annual Report 2023, Sustainability report, Inclusive learning. Figure
000.A disclosed (25 million) does not represent students enrolled, as Sanoma
does not operate as an education organizer. The number represents
the number of students that use Sanoma Learning products.
SV-ED- Number of applications received for enrollment Quantitative Number Not relevant. Sanoma does not operate as an education organiser.
000.B
SV-ED- Average registered credits per student, Quantitative Number, Not relevant. Sanoma does not operate as an education organiser.
000.C percentage online Percentage (%)
SV-ED- Number of: (1) teaching staff and (2) all other Quantitative Number Not relevant. Sanoma does not operate as an education organiser.
000.D staff

SANOMA ANNUAL REPORT 2023 ∙ 81


Task Force on Climate-related Financial Disclosures
The Task Force on Climate-related Financial Disclosures (TCFD) is a body set up by the Financial Stability Board (FSB). It gives
recommendations for companies to report on the economic impacts of climate change on their business. Although Sanoma operates in
a low-carbon industry, we believe in transparent communication of the potential risks and opportunities climate change brings. TCFD
OUR BUSINESSES provides a framework for climate reporting and helps stakeholders understand the impacts of climate change on our business.
IN BRIEF

SUSTAINABILITY Topic TCFD Recommended Disclosure Sanoma’s response

Governance ■ Describe the Board’s oversight ■ The Board of Directors approves all major strategic sustainability guidelines, including climate-related issues. Board reviews and monitors Group’s
Sustainability at Sanoma of climate-related risks and sustainability development and performance. Sustainability is reviewed bi-annually, for example, when approving annual short-term management
opportunities. incentives for the Executive management (sustainability-related metrics included), when reviewing and approving the Group’s Financial Statements and
Inclusive learning the Report of the Board of Directors including the non-financial information (incl. environmental and climate-related issues), and when approving annual
sustainability targets as a part of Sustainability Strategy.
Sustainable media ■ To support the Board, the Audit Committee (AC) is responsible for reviewing sustainability progress and ensuring regular monitoring of the Sustainability
Valued people Strategy, including climate targets, at least twice a year. According to Sanoma’s Risk Policy, AC is responsible for reviewing enterprise risks twice a year in
a risk map provided by the management. In addition, AC evaluates sustainability and climate-related risks as part of the annual risk assessment process.
Trustworthy data In 2023, AC had a specific focus on sustainability in two of its meetings in addition to regular agenda items. The AC approved Sanoma’s Science Based
Targets and reviewed preparations towards the Corporate Sustainability Reporting Directive.
Vital environment
■ Describe management’s role ■ The President and CEO is responsible for overseeing sustainability and climate-related issues, supported by the Executive Management Team (EMT).
Responsible in assessing and managing The President and CEO is responsible for the strategic approach to climate-related issues and sustainability, managing sustainability development and
climate-related risks and monitoring how sustainability is reflected in the business units. Together with the business units and Group functions (for example the Procurement and
business practices opportunities. Sustainability team), the President and CEO and the EMT develop annual strategic guidelines and targets for Sanoma’s Sustainability Strategy as well
■ Sustainability reporting as approve major sustainability projects. The EMT proposes the strategic guidelines to the Board for approval and reports on sustainability progress to
AC. In 2023, the EMT continued following Sanoma’s GHG emissions reduction roadmap in line with the Science Based Targets.
and metrics ■ As a member of the Executive Management Team, the CFO supports the President and CEO in the Group’s management duties and prepares matters to
Independent Assurance be discussed at EMT meetings. The matters include long-term targets of the Group and its business strategy, organisational and management issues,
development projects, internal control and risk management systems, including climate-related issues as part of risk management systems. Climate-
Report related issues are managed by the Investor Relations and Sustainability Team, and Procurement Team, both reporting to the CFO. Climate-related
topics are part of the Group's Sustainability Strategy, of which the CFO is responsible for as a member of the EMT, together with the President and CEO.
GOVERNANCE In 2023, the CFO approved Sanoma’s climate and biodiversity risk and opportunity assessment, which was updated as part of the CDP Climate and
Forest disclosure. In 2023, the CFO and the EMT, together with the Treasury and the Sustainability Teams, prepared sustainability-linked KPIs to our
EUR 300 million Syndicated Revolving Credit Facility. The addition of the KPIs was signed in February 2023 and links part of the pricing of the loan to
FINANCIALS reducing greenhouse gas (GHG) emissions in line with the updated Science Based Targets.
■ The Chief Sustainability Officer (CSO) together with the Sustainability Managers and the Sustainability Team leads the planning and implementation of
Sanoma’s Sustainability Strategy and reports to the CFO. In 2022, the CSO and Sustainability Manager led a project to update Sanoma's climate targets
to ensure they are aligned with the 1.5 degree future based on the Paris Agreement and follow the Science Based Target initiative (SBTi) guidelines.
These targets were approved in December 2022 by the EMT, reviewed by the AC and sent for validation. The CSO also supports the Group's overall risk
management process by monitoring emerging risks, including those related to climate change. In cooperation with the business units, procurement
and other internal and external stakeholders (for example the CPO, the Chief Risk Officer CRO and the process operations manager for printing
facilities), the CSO controls sustainability and climate-related risks.
■ The Chief Procurement Officer (CPO) is responsible for implementing Sanoma’s Sustainability Strategy throughout the supply chain. 94% of Sanoma’s
emissions result from the value chain and supplier engagement and selection plays a key role in reaching the climate targets. The CPO assesses and
manages climate-related risks and opportunities together with the Procurement Management Team, the CSO and the Sustainability Team. Together,
they collect emission data annually from the suppliers for Scope 3 emission calculations and engage with suppliers to communicate Sanoma's climate
targets and ensure cooperation to meet targets. In 2023, climate-related issues have been a regular agenda item in the Procurement Management
Team meetings. In addition, Procurement and Sustainability Managers have cooperated on a monthly basis to update Sanoma's SBTi climate targets,
to engage with suppliers and reduce emissions.
■ Sanoma’s Sustainability Working Group, consisting of selected representatives across the Group and convening quarterly, follows the implementation
of the Sustainability Strategy, coordinates sustainability development and actions, and evaluates risks and opportunities regarding sustainability.

SANOMA ANNUAL REPORT 2023 ∙ 82


Topic TCFD Recommended Disclosure Sanoma’s response

Stategy ■ Describe climate-related ■ Our commitment to transparency means we annually participate and report on our climate-related risks and opportunities in our CDP disclosure. We
risks and opportunities the publish our submission for the CDP Climate and Forest investor questionnaires each year. See Sanoma’s 2023 response sanoma.com.
organisation has identified over ■ Due to the nature of Sanoma’s business, no material climate risks are expected to arise in the short term. At the same time, Sanoma identifies low or
short, medium, and long term. medium impact long-term risks related to carbon pricing mechanisms, brand and changing customer behaviour as well as increased severity and
■ Describe impacts of climate- frequency of extreme weather events such as cyclones and floods.
OUR BUSINESSES related risks and opportunities ■ To mitigate climate risks, Sanoma has in its Sustainability Strategy set concrete targets and action plans to minimise its environmental impacts related
on the organisation’s to energy and paper use and emissions. Sanoma’s processes support compliance with relevant environmental legislative, regulatory and operating
IN BRIEF businesses, strategy, and standards.
financial planning.
SUSTAINABILITY
■ Describe resilience of ■ Protecting the climate and environment is one of the six key themes of the Sustainability Strategy. In 2023, Sanoma’s climate targets were validated by
organisation’s strategy, taking the Science Based Targets initiative (SBTi), confirming Sanoma’s emission reduction targets are aligned with the SBTi 1.5-degree criteria to limit global
Sustainability at Sanoma into consideration different warming in line with the Paris Agreement. Learn more about our targets under Vital environment.
climate-related scenarios,
Inclusive learning including 2°C or lower scenario.
Sustainable media Risk ■ Describe the organisation’s ■ Sanoma’s Risk Management Policy defines the Group-wide risk management principles, objectives, roles, responsibilities and procedures covering
Management processes for identifying, also sustainability and climate-related risks. Sanoma’s formal risk management process applies to our climate-related risk assessment and includes
Valued people assessing and managing several phases further described in the Report of the Board of Directors. Sanoma has set strategic and operational targets for climate action in its
climate-related risks. Sustainability Strategy. In addition, we report on climate-related issues, GHG emissions and emission intensities according to Greenhouse Gas (GHG)
Trustworthy data protocol for Scopes (1, 2 and 3) in our Sustainability Report 2023.
Vital environment ■ Describe the company’s ■ Sanoma’s Enterprise Risk Management Policy defines Group-wide risk management principles, objectives, roles, responsibilities and procedures,
Responsible processes for managing including climate-related risks. Risk management is integrated in Sanoma’s management, strategic planning and internal control system, and covers
climate-related risks. all risk categories at the Group, strategic business unit (SBU) and entity levels and for short-, medium- and long term. Risk assessment results are
business practices reported to the Audit Committee and further to the Board of Directors. Sanoma’s formal risk management process includes the following phases and
■ Describe how processes for
identifying, assessing, and has been applied also to our climate-related risks (see examples in each step):
■ Sustainability reporting
managing climate-related 1. Setting strategic, operational, reporting and compliance objectives on the Group, SBU and business levels – During 2023 the Science Based
and metrics risks are integrated into the Target initiative (SBTi) validated Sanoma’s climate targets. In addition, we continued to report according to the Task-Force on Climate Related
organisation’s overall risk Disclosure Framework and reported our GHG emissions according to the GHG protocol in all Scopes (1, 2 and 3). Sanoma’s strategic targets are set
Independent Assurance management. for long-term 2030.
Report
2. Identification and assessment of risks affecting the achievement of objectives by using a risk framework including analysing whether the risk is
substantial – During 2022, as a part of the our project to set Science Based Targets for Sanoma, we analysed risks related to meeting our climate
GOVERNANCE targets and the impacts of climate change on Sanoma as a company. As Sanoma’s target was set for 2030, risks were analysed on short-term (1
year time horizon), medium-term (1-3 year time horizon) and long-term (3-7 year time horizon). In 2023, this analysis was updated as a part of the
CPD Climate reporting.
FINANCIALS
3. Defining risk management activities for key risks – In our risk assessment, we have analysed that due to the nature of Sanoma's low-carbon business,
no substantial financial impact related to climate are foreseen. At the same time, based on our overall view of the market, several low to medium impact
risks were identified especially on medium- and long term, although also short-term risks were analysed. Transition risks such as reputational risks
were identified due to the 360 degree stakeholder pressure towards all companies to act to reduce climate impacts. Also regulation risks were identified
and related to for example Sustainable Finance Regulation, EU Taxonomy, Corporate Sustainability Reporting Directive and Green Claims Directive.
Regulation and reputation risks are evaluated by our Sustainability Team together with Procurement and Risk Management Teams and as part of
Sanoma’s risk review. Risks are mitigated through operational policies, but also through the Sustainability Strategy and ambitious climate targets. Also
minor physical risks were identified, such as the hazard risk of flooding due to temperature and sea levels rising due to climate change. Hazard risks are
evaluated as a part of Sanoma’s annual risk review and mitigated through operational policies, accurate process management, contingency planning
and insurance.
4. Implementation of risk management activities (e.g. asset allocation, control activities, insuring, hedging or divestitures) – As a result of our short-,
medium- and long-term climate-related risk assessment, the Sustainability Team is managing climate-related risks together with the Procurement
Team and business units.
5. Monitoring the performance and efficiency of the risk management – To monitor our actions on climate-related issues, the Sustainability Team
reports to the EMT and AC regularly. We also evaluate the efficiency of the risk management together with Procurement and Risk Management Teams.
6. Continuous improvement of risk management processes, performance and capabilities − During 2023, we continued building our systematic
approach in monitoring the performance and efficiency of the risk management of climate-related issues. In our SBTi project and CDP Climate
disclosure we also improved our climate-related risk management by analysing our ability to meet a 1.5 degree aligned future. We use the Task-
Force on Climate Related Disclosure Framework to support us in this work and will continue to report the results of our assessments in the annual
Sustainability Report.

SANOMA ANNUAL REPORT 2023 ∙ 83


Topic TCFD Recommended Disclosure Sanoma’s response

7. Reporting of the updated risk assessment results with related ongoing or planned mitigation actions to the Audit Committee and further to the Board
of Directors − The reporting includes identification and assessment of key risks and summary of risk management activities for each SBU, business, and
selected subsidiaries. Climate-related issues were reported to the Audit Committee (acting as Sanoma’s Sustainability Committee) two times in 2023
as part of sustainability updates.
■ In addition to Sanoma’s formal risk management process, Sanoma’s Sustainability Team monitors climate-related risks on a regular basis in
OUR BUSINESSES cooperation with other Group Functions, such as Procurement, Compliance, Legal, Privacy and Technology and together with the businesses.
IN BRIEF ■ Our sustainability-related risks are also described in the Report of the Board of Directors. In addition, we publish our CDP Climate reporting each year.

SUSTAINABILITY Metrics and ■ Disclose the metrics used by the ■ Sanoma calculates its emissions according to the GHG protocol for Scopes 1, 2 and 3 and uses this information to assess climate-related risks as
Targets organisation to assess climate- well as to reduce GHG emissions. In both own operations and the value chain, increasing stakeholder interest and regulation creates both risks
related risks and opportunities and opportunities. 94% of Sanoma’s emissions result from the supply chain (Scope 3) and active supplier cooperation is key in reducing emissions.
Sustainability at Sanoma in line with its strategy and risk These risks mainly relate to carbon pricing mechanisms and our ability to control the use of energy and emissions of third-party suppliers. In its own
management process. operations, Sanoma continues to invests in energy and material efficiency as well as use of carbon neutral energy. Sanoma uses purchased electricity
Inclusive learning in its printing and office facilities, as well as for digital services and technological solutions, and it may not be able to directly impact the mix of energy
■ Disclose Scope 1, Scope 2, sources used.
Sustainable media and Scope 3 greenhouse gas ■ A full disclosure of Sanoma’s Scope 1, 2 and 3 emissions can be found in Sustainability and ESG performance figures.
emissions, and related risks.
Valued people
■ Describe targets used by ■ Vital environment is one of the six key themes of Sanoma’s Sustainability Strategy. The Science Based Targets initiative (SBTi) has approved Sanoma’s
Trustworthy data organisation to manage near-term science-based emission reduction targets for own operations (Scope 1 and 2) and value chain (Scope 3). This validation confirms that
Vital environment climate-related risks and Sanoma’s climate strategy and business model are compatible with the transition to a sustainable economy and limiting of global warming to 1.5°C
opportunities and performance in line with the Paris Agreement.
Responsible against targets. ■ Our target is to reduce Scope 1 and 2 in our own operations’ GHG emissions by 42% by 2030 from a 2021 base year. In 2021, Sanoma had already
business practices reduced its own operations’ (Scope 1 and 2) emissions to half from 2020.
■ Our target is to reduce absolute Scope 3 GHG emissions from purchased goods and services, fuel and energy related activities and upstream
■ Sustainability reporting transportation and distribution by 38% by 2030 from a 2021 base year.
and metrics ■ Learn more about our targets in the Vital environment.

Independent Assurance
Report

GOVERNANCE

FINANCIALS

SANOMA ANNUAL REPORT 2023 ∙ 84


Sustainability policies and guidelines
Our Sustainability Strategy becomes concrete through Company-wide guidelines and policies. The following table lists our guidelines and
policies as well as our material topics, together with our Sustainability Strategy targets and the UN Sustainable Development Goals we
contribute to. It also links our action to the topics identified important in our materiality analysis.
OUR BUSINESSES
IN BRIEF
UN Sustainable Development
SUSTAINABILITY Goals we commit to Sanoma Sustainability Strategy topic Sanoma Sustainability Strategy goals Material aspects Related policies and guidelines

Inclusive learning ■ We co-create high-quality and motivating ■ High-quality learning content and ■ National level curriculum guidelines
Sustainability at Sanoma We develop inclusive learning solutions learning materials with teachers, fitting information ■ Sanoma Learning editorial guidelines
Inclusive learning that help all students to achieve their the local curriculum ■ Reliable digital learning platforms
potential ■ Operating companies local editorial
■ We develop inclusive learning solutions ■ Diverse learning content guidelines
Sustainable media that support diversity, accessibility and
■ The role of literacy in society ■ Sanoma Code of Conduct
differentiation
Valued people ■ We promote equal access to education ■ Respecting children's rights ■ Sanoma Supplier Code of Conduct

Trustworthy data
Sustainable media ■ We promote open democracy and ■ Independent journalism ■ Sanoma Code of Conduct
Vital environment We provide trusted Finnish freedom of speech through our ■ Freedom of expression ■ Professional practices as defined in
journalism and inspiring entertainment, independent media the Guidelines for journalists set by The
now and in the future ■ Diverse high-quality media content
Responsible ■ We increase awareness, empathy and Council for Mass Media
business practices tolerance with our journalism

■ Sustainability reporting ■ We empower shared experiences with ■ Media literacy and literacy in society ■ IPR Policy and procedures
and metrics entertainment and support the local ■ Respecting children's rights ■ Sanoma Fair Competition Policy
audio-visual community
Independent Assurance ■ Guidance for age-limits and protecting
Report vulnerable audiences as defined by the
National Audiovisual Institute (KAVI)

GOVERNANCE ■ We enable companies to thrive through ■ Responsible entertainment ■ Sanoma Code of Conduct
marketing in our curated media ■ Responsible marketing and ■ International Chamber of Commerce
FINANCIALS advertising practices Advertising and Marketing
Communications Code
■ Data & Marketing Association of
Finland's Self-regulatory Code for
Marketing
■ IAB Europe EU Framework for Online
Behavioural Advertising

SANOMA ANNUAL REPORT 2023 ∙ 85


UN Sustainable Development
Goals we commit to Sanoma Sustainability Strategy topic Sanoma Sustainability Strategy goals Material aspects Related policies and guidelines

Valued people ■ We create an equal and inclusive ■ Diversity, equal opportunities and pay ■ Diversity and Inclusion Policy
We promote equality and provide an workplace together ■ Remuneration Policy
inspiring workplace with excellent
opportunities to develop ■ Sanoma Code of Conduct
OUR BUSINESSES ■ Sanoma Supplier Code of Conduct
IN BRIEF
■ Our people create our knowledge capital ■ Wellbeing, training and safety ■ Human resources, equality and
SUSTAINABILITY and together we promote wellbeing, non-discrimination plans of operating
training and safety companies
■ Occupational health and safety
Sustainability at Sanoma
management system of Sanoma
Inclusive learning
■ We are a great workplace and support ■ Great place to work ■ Sanoma Code of Conduct
Sustainable media an inspiring and sustainable company
culture
Valued people
Trustworthy data ■ Data supports quality learning and helps ■ Safe and transparent use of data ■ Sanoma Code of Conduct
Trustworthy data
We use the data you trust us with to sustain independent media ■ Sanoma Supplier Code of Conduct
Vital environment make learning and media better ■ Our privacy programme safeguards ■ Privacy and Data Protection Policy
data while enabling its transparent and
Responsible compliant use ■ Information Security Policy
business practices ■ IPR Policy

■ Sustainability reporting ■ We use artificial intelligence responsibly ■ Ethical use of AI ■ Ethical Artificial Intelligence (AI)
and metrics and transparently Principles

Independent Assurance Vital environment ■ We reduce emissions following our ■ Environmental impact of printing ■ Sanoma Code of Conduct
Report We will be carbon neutral by 2030 and Science Based Targets ■ Environmental impact of digital media ■ Sanoma Supplier Code of Conduct
build awareness of sustainability issues ■ We strive to minimise our environmental and learning products ■ Procurement Policy
GOVERNANCE impacts across the supply chain
■ Paper Procurement Guidelines
■ By the end of 2030, we will be carbon ■ Energy and emissions
■ Paper Procurement Standard
FINANCIALS neutral
■ We increase our fact-based climate and ■ Environmental guidelines and ISO
environmental awareness 14001 Standard for Sanomala and
Sanoma Manu printing house
■ Facility-specific certifications
■ Travel Policy

SANOMA ANNUAL REPORT 2023 ∙ 86


UN Sustainable Development
Goals we commit to Sanoma Sustainability Strategy topic Sanoma Sustainability Strategy goals Material aspects Related policies and guidelines

Responsible business practices ■ We maintain rigorous ethical standards ■ Ethical business conduct Corporate Governance Framework:
We are committed to responsible and responsible business practices ■ Insider Policy
business practices ■ Our good financial performance ■ Disclosure Policy
OUR BUSINESSES and position support sustainable
development ■ Treasury Policy
IN BRIEF ■ We constantly develop responsibility in ■ M&A Policy
our supply chain ■ IPR Policy
SUSTAINABILITY ■ Enterprise Risk Management Policy
■ Internal Control Policy
Sustainability at Sanoma ■ Internal Audit Policy
Inclusive learning ■ Sanoma Group Tax Policy
■ Subsidiary Governance Framework
Sustainable media (appendix to the Corporate Governance
Framework)
Valued people
Sanoma Code of Conduct
Trustworthy data ■ Fair Competition Policy
■ Related Party Policy
Vital environment ■ Donations and Sponsorships Policy
Responsible ■ Privacy and Data Protection Policy
business practices ■ Information Security Policy
■ Diversity and Inclusion Policy
■ Sustainability reporting
■ Procurement Policy
and metrics
■ Business Travel Policy
Independent Assurance ■ Business Travel Policy for Externals
Report ■ Anti-Bribery & Corruption Policy

GOVERNANCE ■ Remuneration Policy

FINANCIALS ■ Sanoma Code of Conduct


■ Sanoma Supplier Code of Conduct

SANOMA ANNUAL REPORT 2023 ∙ 87


Key stakeholder groups and material topics
Understanding the views and expectations of our stakeholders is key to the success of our business and implementing our Sustainability
Strategy. The following table describes our key stakeholder groups, engagement with each group as well as material sustainability topics
for each group.
OUR BUSINESSES
IN BRIEF
Stakeholder group Purpose and method of stakeholder engagement Material sustainability topics for stakeholder group
SUSTAINABILITY
Learning customers ■ Co-creating learning materials with teachers and students ■ High-quality learning content
Sustainability at Sanoma ■ Engaging with teachers through face-to-face and online meetings, newsletters and ■ Reliable digital learning platforms
marketing ■ Diverse learning content
Inclusive learning ■ Arranging and participating in customer webinars and events ■ Literacy in society
■ Gathering insight and managing customer satisfaction through surveys ■
Sustainable media Respecting children’s rights
■ Supply reliability, timely distribution, customer relationships
Valued people
■ Environmental impact of printed books and digital services
Trustworthy data ■ Sustainability Strategy and ESG performance (environmental and climate-related
topics, social and economic responsibility in general)
Vital environment
Media Finland consumers Consumers: ■ Independent journalism
Responsible and customers ■ Engaging with customers through newsletters and marketing ■ Freedom of expression
business practices
■ Gathering insight and managing customer satisfaction through surveys ■ Diverse and high-quality media content
■ Sustainability reporting ■ Proactive feedback from media consumers through different channels ■ Media literacy and literacy in society
and metrics ■ Respecting children’s rights
Independent Assurance B2B customers: ■ Responsible entertainment
Report ■ Engaging with customers through face-to-face and online meetings, newsletter, ■ Responsible marketing and advertising practices
marketing and sustainability-related training sessions ■ Customer data and privacy, cyber security, targeting, customer rights e.g. GDPR, ethical
■ Arranging and participating in customer webinars and events use of artificial intelligence
GOVERNANCE
■ Gathering insight and managing customer satisfaction through surveys ■ Supply reliability, timely distribution, customer relationships
FINANCIALS ■ Environmental impact of printed newspapers and magazines, TV productions and
digital services
■ Sustainability Strategy and ESG performance (environmental and climate-related
topics, social and economic responsibility in general)

Employees and ■ Performance management and people development ■ Mental and physical health, wellbeing and safety
non-employees ■ Employee engagement through several measures, e.g. employee feedback through ■ Diversity, inclusion and equal opportunities
(freelancers mainly) quarterly Pulse and annual Employee Engagement surveys, team and individual ■ Competence development, Business ethics, speak up culture and human rights, e.g.
discussions, town hall meetings Code of Conduct
■ Systematic support for health, safety and wellbeing ■ Sustainability Strategy and ESG performance (environmental and climate-related
■ Several internal events and personnel info sessions in different compositions topics, social and economic responsibility in general)
■ Active communication, dialogue and cooperation with internal stakeholders,
including employees, line managers, employee representatives

SANOMA ANNUAL REPORT 2023 ∙ 88


Stakeholder group Purpose and method of stakeholder engagement Material sustainability topics for stakeholder group

Investors ■ Regular engagement through regulatory financial communications (financial ■ Development of ESG ratings and reporting
reporting, stock exchange releases) ■ Positive impact of the businesses on society
■ Conference calls, roadshows, individual and group meetings, investor events ■ Climate strategy
■ Capital Markets Days, Annual General Meetings, Sustainability Days and Deep Dive ■ Sustainability Strategy (environmental and climate-related topics, social and economic
OUR BUSINESSES sessions responsibility in general)
IN BRIEF ■ Analyst and investor perception studies

SUSTAINABILITY Supply chain partners ■ Collaborating closely with suppliers to ensure a high level of safety, efficiency and ■ Business ethics and human rights following the Supplier Code of Conduct requirements
quality ■ Climate change and energy strategy and implementation
■ Sustainability and human rights criteria of the Supplier Code of Conduct ■ Sourcing of materials
Sustainability at Sanoma
■ Evaluating counterparty's security and reputation risks alongside sustainability ■ Supply reliability and timely distribution
Inclusive learning assessments
■ Sustainability Strategy and ESG performance (environmental and climate-related
■ Collecting climate-related and materials data annually topics, social and economic responsibility in general)
Sustainable media ■ Conducting external and internal audits. Helping partners to perform corrective
Valued people actions in cases of non-compliance

Trustworthy data Governmental ■ Sharing views on policies, laws and regulations with officials and legislators through ■ Policy and legislation topics related to the learning business (curriculums, high-quality
organisations: public consultations, meetings, as well as part of a larger stakeholder dialogue with learning content, reliable digital learning platforms, diverse learning content)
Vital environment policymakers and policymakers ■ Policy and legislation topics related to the media business (independent journalism,
legislators ■ Replying to public consultations and providing insights and analysis to government freedom of expression, diverse media content, media literacy and literacy in society,
Responsible officials and politicians responsible entertainment, marketing and advertising practices)
business practices ■ Participating in the work of industry associations ■ Business ethics and Human Rights
■ Sustainability reporting ■ Sustainability Strategy and ESG performance (environmental and climate-related
and metrics topics, social and economic responsibility in general)

Independent Assurance Non-governmental ■ Dialogue with stakeholders, such as NGOs, related to the role of media and learning in ■ Topics related to the learning business (high-quality learning content, reliable digital
Report organisations and society as well as the role of literacy and media literacy learning platforms, literacy in society, diverse learning content)
industry associations ■ Cooperating to develop media and learning industry practices ■ Topics related to the media business (independent journalism, freedom of
expression, diverse media content, media literacy and literacy in society, responsible
GOVERNANCE entertainment, marketing and advertising practices)
■ Customer data and privacy, cyber security, targeting, customer rights e.g. GDPR, ethical
FINANCIALS use of artificial intelligence

Local communities, ■ Engaging and meeting with authorities and local city representatives, especially ■ Topics related to the learning business (high-quality learning content, reliable digital
universities and research related to learning learning platforms, literacy in society, diverse learning content)
organisations ■ Cooperation with universities and research organisations to develop sustainability in ■ Topics related to the media business (independent journalism, freedom of
the media industry expression, diverse media content, media literacy and literacy in society, responsible
entertainment, marketing and advertising practices)
■ Sustainability Strategy and ESG performance (environmental and climate-related
topics, social and economic responsibility in general)

SANOMA ANNUAL REPORT 2023 ∙ 89


Sanoma's Human Rights Statement Corruption. The Code acts as an umbrella for all policies Human rights due diligence and
Independent and trusted media has a responsibility to and standards within Sanoma. In addition, topic-specific impact assessment 2023
inform and educate society on human rights and holds policies guide and support the management of specific Sanoma’s Human Rights Impact Assessment was
a central role in exposing human rights violations. Our human rights impacts and determine related roles conducted as part of the UNGC Business and Human Rights
OUR BUSINESSES learning materials, at the heart of education, are essential and responsibilities. Accelerator programme in 2023. The programme was
IN BRIEF for promoting the importance of the protection and organised to support businesses in building a continuous

SUSTAINABILITY understanding of human rights. Management of human rights impacts human rights due diligence process and setting concrete
The management of human rights risks at Sanoma is part targets to address human rights-related risks. Sanoma’s
Sustainability at Sanoma Internationally recognised human rights are agreed in of sustainability, ethics and compliance management. Human Rights Impact Assessment was conducted
Inclusive learning the Universal Declaration of Human rights (UDHR) and Within the Executive Management Team, sustainability following the due diligence process defined in the UN
Sustainable media the International Labour Organization’s (ILO) Declaration falls under the CFO. Sanoma's Sustainability, Ethics and Guiding Principles on Business and Human Rights and the
on Fundamental Principles and Rights at Work, and Compliance and Procurement Teams are responsible for OECD Guidelines for Multinational Enterprises. In addition
Valued people
strengthened by other United Nations (UN) human rights human rights principles and their development, as well to voluntary international standards, we comply with
Trustworthy data
instruments and ILO conventions. International standards as assessing human rights risks, updating principles, human rights due diligence legislation in our operating
Vital environment for corporate responsibility on human rights have been providing guidance for their implementation and the countries, such as the Transparency Act in Norway, where
Responsible adopted to form a baseline expectation of all businesses development of new operating models. Following Sanoma’s subsidiary itslearning published its Human
business practices in all situations. These include the OECD Guidelines Sanoma’s annual policy review process, the Executive Rights Statement in 2023. During 2023, we analysed
■ Sustainability reporting for Multinational Enterprises, the UN Global Compact Management Team and the Board of Directors approve the Sanoma’s human rights impacts and built capabilities for
and metrics (UNGC) and the UN Guiding Principles. Compliance with principles and commitments related to human rights. The public reporting according to the EU's CSDDD and CSRD
Independent Assurance the UN Guiding Principles requires public commitment to Sustainability Team is responsible for internal and external Directives. The following steps were taken:
Report respecting human rights, along with the careful assessment reporting related to human rights. Sanoma’s sustainability
of our operating methods to prevent risks and mitigate governance model has been described in detail under ■ Documentation of Sanoma’s Human Rights Due
GOVERNANCE
potential adverse impacts. In addition, the UN Guiding Sustainability governance and management. Human Diligence (HRDD) process
FINANCIALS Principles require open communication about risks and rights impacts are integrated into Sanoma’s Sustainability ■ Human Rights Impact Assessment identifying actual
measures to manage risks. programme. The goals, measures and projects related and potential risks and impacts
especially to Inclusive learning and Sustainable media ■ Action plan for 2023−2025 to improve human rights
Sanoma’s human rights commitments support Sanoma’s positive human rights impacts. Potential risks management
Sanoma’s commitment to respect the international negative impacts and risks are closely linked to the
standards on human rights is integrated into our implementation of topics under Trustworthy data, Valued In Sanoma’s Human Rights Impact Assessment, impacts
Code of Conduct (the Code) and the Supplier Code of people and Responsible business practices. were mapped by listing all internationally recognised
Conduct (the Supplier Code). We commit to the UDHR, human rights and identifying those relevant for Sanoma.
the ILO Declaration on Fundamental Principles and Sanoma is committed to communicating about its progress Sanoma’s potential and actual impacts towards each
Rights at Work, the Ten Principles of the UNGC related on human rights issues on an annual basis. The results human right were evaluated from the point of view of
to fundamental responsibilities in human rights, of our human rights due diligence process are published four stakeholder groups: direct impacts towards own
freedom of speech, labour conditions, environment and as part of the annual report. Additionally, we publish workforce, indirect impacts in the supply chain, indirect
anti-corruption, the Rio Declaration on Environment information on our human rights-related activities on our impact towards affected communities and indirect impacts
and Development, and the UN's Convention Against website at sanoma.com. towards people impacted by product/service use.

SANOMA ANNUAL REPORT 2023 ∙ 90


Next, all identified potential and actual human rights because of their severity, and is not exhaustive. Other government, institutions and people in power, for example,
impacts were prioritised. Following the UN Guiding human rights are equally important, and we will continue without interference or fear of prosecution. It is also a
Principles and Guidelines for Multinational Enterprises, our work to identify our impacts and minimise our impacts. powerful tool for promoting and increasing awareness
materiality for actual positive impacts is based on the of other human rights in a democratic society, such as
OUR BUSINESSES impact’s scale and scope. For potential positive impacts, Sanoma’s positive impacts include promoting the right to workers’ and minorities’ rights. In recent years, the decline
IN BRIEF the scale, scope and likelihood of the impact were education as well as freedom of expression. In Sanoma’s of media freedom across the world has decreased the right

SUSTAINABILITY assessed. For actual negative impacts, materiality is based Human Rights Impact Assessment, also potential human to freedom of expression. Various factors demonstrate
on the severity of the impact, while for potential negative rights risks and actual negative human right impacts this decline globally, including attacks on journalists
Sustainability at Sanoma impacts it is based on the severity and likelihood of the were identified. These impacts can be categorised under online and offline, and particularly regarding women
Inclusive learning impact. Severity is based on the following factors: scale, the following themes: privacy when using especially journalists. Despite Finland maintaining fifth place in the
Sustainable media scope and irremediable character of the impact. For a personal data of our customers, equality, health & safety World Press Freedom Index globally, we identify a risk of
potential negative human rights impact, severity takes and physical & mental wellbeing of our own workforce, safety of our journalists and continuously monitor this.
Valued people
precedence over its likelihood. Both internal and external workers’ rights in Sanoma’s supply chain and the safety Journalists sent to crisis areas receive regular training
Trustworthy data
information sources (organisations’ and authorities’ of journalists. Following the UN Guiding Principles, actions and, when returning from the war zones, they are offered
Vital environment reports and studies, country-specific risk assessments) to prevent and mitigate risks are prioritised on the basis occupational healthcare services. Also, potential failure
Responsible were used in the evaluation. As part of the assessment, of the severity, irrevocability and probability of the impact. to protect journalistic sources may cause negative
business practices internal interviews with HR, Procurement, Strategy (Risk Guiding Principles also take into account whether the impacts to journalists or their sources. Our newspapers
■ Sustainability reporting Management) and Internal Control were conducted. The impact is caused directly or indirectly, such as through follow the Guidelines for Journalists supervised by an
and metrics assessment covers all of Sanoma’s entities and operations. business relationships. independent self-regulatory committee, the Council for
Independent Assurance The assessment was conducted by Sanoma’s Ethics and Mass Media (CMM), which sets the ethical expectations
Report Compliance and Sustainability teams. As assessing human Education is an empowering human right, enabling people for the editorial content, content creation and protection
rights impacts is a continuous process, Sanoma aims to to participate fully in society. Learning promotes the right of sources. Practices have been further described in
GOVERNANCE
continue assessing its impacts systematically. to education through its K12 learning services for 25 million Sustainable media.
FINANCIALS students in 12 countries. Our role is central in enhancing
Sanoma’s human rights impacts inclusiveness and equality in education. Learning's editorial Sanoma’s direct human rights risks are related to our
and risks management guidelines are our guiding principles for creating inclusive employees. Every employee has the right to work in a
Due to the nature of Sanoma’s business, both positive learning materials, ensuring our learning solutions support safe and healthy environment. Our Human Resources
human rights impacts as well as risks and negative impacts diversity, accessibility and differentiation. Practices have management model ensures well-organised management
were identified. Sanoma’s assessment does not identify any been further described in Inclusive learning. of the occupational safety, health, and wellbeing of our
actual adverse impacts towards Sanoma’s own workforce, people. Our possible human rights impacts relate to equal
through Sanoma’s supply chain or towards communities Through its Media Finland business, Sanoma upholds treatment of employees, ensuring non-discrimination and,
or people impacted by product/service use. Direct impacts freedom of expression, protecting everyone’s freedom as most our employees work in an office environment,
are related to Sanoma’s employees and customers, while to hold and express opinions and to receive information. especially the mental and physical health and wellbeing of
the indirect impacts are related to supply chains through Our readers have access to independent and reliable employees (work-life balance, workload and related stress
business relationships. Key direct and indirect human rights journalism: they are free to form their own opinions and factors). We respect our employees’ right to join trade
impacts are described below. The list includes the key participate in public discussion. Freedom of expression unions, and do not tolerate any kind of discrimination or
human rights impacts that we specifically aim to minimise ensures that our journalists are free to write about harassment. For example, we follow our non-discrimination

SANOMA ANNUAL REPORT 2023 ∙ 91


and equality plans and our Code of Conduct, DE&I policy example, our Privacy and Security by Design process dealings with Sanoma. Suppliers are expected to apply
and Anti-Harassment Standard define principles and ensures that privacy and data protection is built into our the principles also to employees, affiliates as well as
management practices to ensure an equal workplace products. When using data as well as AI, we apply privacy sub-contractors' staff. Where local industry standards
and a community free of any discrimination. Also, through and personal data protection principles and practices are higher than applicable legal requirements, we expect
OUR BUSINESSES our DE&I development programme we build a culture of defined in Sanoma’s Privacy and Data Protection Policy. In our suppliers to meet the higher standards. Our Paper
IN BRIEF equality. Professional development is supported through addition, Sanoma’s Ethical AI principles give guidelines to Procurement Standard ensures we use raw materials

SUSTAINABILITY regular performance and development reviews. In our the use and development of AI. Practices have been further from traceable and certified sources. Practices have been
Media Finland printing houses and Learning warehouses, described in Trustworthy data. further described in Responsible business practices.
Sustainability at Sanoma the health and safety of employees are important factors,
Inclusive learning which we monitor systematically and focus on preventive Sanoma may also indirect impacts on the human rights Preventing and minimising adverse
Sustainable media measures to ensure safe work procedures. The events of people working in the supply chains of products and impact on human rights
business in Finland is paying attention to labour rights, services. Our most significant indirect human rights Sanoma’s management of human rights risks is based
Valued people
anti-harassment and safety. Nelonen Media Live uses risks are related to workers’ rights, such as violations on targeting measures at areas where the risks are the
Trustworthy data
paid staff and small local businesses to produce events of freedom of association, excessive working hours and highest. Sanoma keeps track of identified potential and
Vital environment and develops mental and physical safety measures compromised occupational health and safety. Generally, actual impacts and has mitigative measures in place. In
Responsible continuously. Practices related to employee equality, the main human rights risks are related to countries its own operations, Sanoma has built robust management
business practices diversity, inclusion, anti-harassment, health and safety where the legislation or ratification of human rights systems to prevent and mitigate the direct human
■ Sustainability reporting have been further described in Valued people. agreements and their implementation and monitoring rights risks related to privacy, especially when using the
and metrics are insufficient. We also identify some inherent risk with personal data of our customers, equality, health & safety
Independent Assurance The right to privacy is central to the exercise of human our global supplier network particularly in manufacturing and physical & mental wellbeing of our own workforce
Report rights online. Interference with the right to privacy can print products, various types of hiring of personnel and and the safety of journalists. Going forward, our most
have a disproportionate impact on certain individuals for example suppliers of ICT equipment. We seek to important measure is to continue our efforts to strengthen
GOVERNANCE
and/or groups. As one of the foundations of a democratic prevent human rights risks in supply chains in many our existing due diligence and develop our due diligence
FINANCIALS society, it also plays a key role for the realisation of other ways, including collection of audit reports from external processes especially in our supply chain. We expect all
human rights, such as freedom of expression. Using information sources and certification of raw materials. our suppliers to respect human rights, as well as to ensure
data, especially personal data, is an essential part of We limit the risk of violations through good procurement that products can be traced back to the source. If any sign
Sanoma’s business. Data helps teachers to enhance practices, by setting expectations for our partners and of violations of human rights are discovered in Sanoma’s
learning outcomes, increase engagement and improve systematically cooperating with suppliers. Our Know activities, we will immediately start an investigation
workflows, and supports students in optimising their Your Counterparty (KYC) process identifies possible process. Corrective measures are taken to prevent any
individual learning paths. In Media Finland, we use data risks and non-compliance of doing business with new broader impacts and, if possible, to repair any harm.
to improve our journalistic content, develop personalised third parties and also monitors human rights-related We will also investigate our own operating methods to
recommendations in media, drive customer-centric alerts. When operating with suppliers, we apply our prevent similar violations from recurring. If any defects
marketing, and improve the customer experience of procurement principles and practices defined in Sanoma’s related to human rights are discovered in connection to
our digital applications. To protect the personal data Supplier Code of Conduct and Procurement Policy. products and services purchased by Sanoma, we will
of our learning and media customers and ensure the Sanoma's Supplier Code sets out the ethical standards immediately start an investigation. Corrective measures
customers’ right to privacy, our Privacy Programme and responsible business principles which suppliers and will be agreed upon with the partner concerned, and their
systematically develops data protection measures. For service providers are required to comply with in their implementation will be monitored. Cooperation with the

SANOMA ANNUAL REPORT 2023 ∙ 92


supplier will not primarily be discontinued, as cooperation employees. Learn more about the amount and type of
is the best way to effect change in wrongful practices. reports in 2023 in Responsible business practices.
Cooperation can be discontinued if a supplier does not
show any willingness to address or is not committed to
OUR BUSINESSES addressing repeatedly discovered defects.
IN BRIEF

SUSTAINABILITY Grievance mechanisms and remediation


The right to an effective remedy is a fundamental element
Sustainability at Sanoma of the international human rights system. Sanoma offers
Inclusive learning access to remedy through several internal grievance
Sustainable media channels, such as the Sanoma-WhistleB reporting hotline
which enables Sanoma Group employees, customers
Valued people
and business partners to report suspicions of misconduct
Trustworthy data
confidentially and anonymously. Violations of ethical
Vital environment principles, the Code, the Supplier Code or any related
Responsible policy or law, are encouraged to be reported through
business practices this externally hosted, independent whistleblowing
■ Sustainability reporting hotline. This external channel acts as an early warning
and metrics system and reduces risks for human rights violations.
Independent Assurance Equally, it gives us a chance to intervene, prevent further
Report harm and provide remediation if Sanoma has caused or
contributed to an adverse impact. The reporting process
GOVERNANCE
is encrypted, and all reports are processed confidentially.
FINANCIALS The cases reported through the channel are processed by
Internal Audit in cooperation with key people in various
parts of Sanoma in a manner that ensures impartiality.
People filing reports are protected against retaliation
in accordance with the requirements set out in the
Whistleblowing Directive that entered into force in 2019.
Sanoma has zero tolerance towards retaliation against
reporting individuals as stated in our Code of Conduct. We
provide our employees with continuous Code of Conduct
training on ethical principles. The participants are also
reminded of the opportunity to report any violations of
the ethical principles to the whistleblowing channel.
The training is part of our induction training for new

SANOMA ANNUAL REPORT 2023 ∙ 93


Independent practitioner’s the Selected sustainability information that is free from about whether the Selected sustainability information is
limited assurance report material misstatement, whether due to fraud or error. free from material misstatement.

To the Management of Practitioner’s independence In a limited assurance engagement, the evidence-


OUR BUSINESSES Sanoma Corporation and quality management gathering procedures are more limited than for a
IN BRIEF We have been engaged by the Management of Sanoma We have complied with the independence and other reasonable assurance engagement, and therefore less

SUSTAINABILITY Corporation (hereinafter also the “Company”) to perform a ethical requirements of the International Code of Ethics assurance is obtained than in a reasonable assurance
limited assurance engagement on selected sustainability for Professional Accountants (including International engagement. An assurance engagement involves
Sustainability at Sanoma information for the reporting period 1 January 2023 to Independence Standards) issued by the International Ethics performing procedures to obtain evidence about
Inclusive learning 31 December 2023, disclosed in the Company’s Annual Standards Board for Accountants (IESBA Code), which is the amounts and other information in the Selected
Sustainable media and Sustainability Report 2023 (hereinafter the Selected founded on fundamental principles of integrity, objectivity, sustainability information. The procedures selected depend
sustainability information). professional competence and due care, confidentiality and on the practitioner’s judgment, including an assessment
Valued people
professional behaviour. of the risks of material misstatement of the Selected
Trustworthy data
Selected sustainability information sustainability information.
Vital environment The selected sustainability information within the scope of PricewaterhouseCoopers Oy applies International
Responsible assurance covers the economic, social and environmental Standard on Quality Management (ISQM) 1, which Our work consisted of, amongst others, the following
business practices sustainability indicators as identified “within scope of requires the firm to design, implement and operate procedures:
Sustainability reporting the limited assurance” in the GRI content index and SASB a system of quality management including policies
and metrics content index, which are included in the Company’s Annual or procedures regarding compliance with ethical ■ Interviewing senior management of the Company.
■ Independent Assurance Report 2023. requirements, professional standards and applicable ■ Visiting one of Sanoma’s printing houses in Finland and
Report legal and regulatory requirements. conducting interviews of representatives from another
Management’s responsibility printing house in Finland as well as of sites in Poland
GOVERNANCE
The Management of Sanoma Corporation is responsible Practitioner’s responsibility and Finland.
FINANCIALS for preparing the Selected sustainability information Our responsibility is to express a limited assurance ■ Interviewing employees responsible for collecting and
in accordance with the Reporting criteria as set out in conclusion on the Selected sustainability information reporting the selected information on sustainability
the Company’s reporting instructions described in the based on the procedures we have performed and indicators at the Group level.
Company’s Annual and Sustainability Report 2023, the evidence we have obtained. We conducted our ■ Assessing how Group employees apply the reporting
the GRI Standards of the Global Reporting Initiative, limited assurance engagement in accordance with the instructions and procedures of the Company.
Sustainability Accounting Standards Board’s (SASB) Media International Standard on Assurance Engagements (ISAE) ■ Testing the accuracy and completeness of the
& Entertainment, Advertising & Marketing and Education 3000 (revised) “Assurance Engagements Other than information from original documents and systems on a
Sector Standards, and the Company’s own reporting Audits or Reviews of Historical Financial Information”, sample basis.
indicators (collectively Reporting criteria). and, in respect of greenhouse gas emissions, the ■ Testing the consolidation of information and performing
International Standard on Assurance Engagements recalculations on a sample basis.
The Management of Sanoma Corporation is also (ISAE) 3410 “Assurance Engagements on Greenhouse ■ Considering the disclosure and presentation of the
responsible for such internal control as the management Gas Statements”. These standards require that we plan Selected sustainability information.
determines is necessary to enable the preparation of and perform the engagement to obtain limited assurance

SANOMA ANNUAL REPORT 2023 ∙ 94


Limited assurance conclusion
Based on the procedures we have performed and
the evidence we have obtained, nothing has come to
our attention that causes us to believe that Sanoma
OUR BUSINESSES Corporation’s Selected sustainability information for
IN BRIEF the reporting period 1 January 2023 to 31 December

SUSTAINABILITY 2023 is not properly prepared, in all material respects, in


accordance with the Reporting criteria.
Sustainability at Sanoma
Inclusive learning When reading our limited assurance report, the
Sustainable media inherent limitations to the accuracy and completeness
of sustainability information should be taken into
Valued people
consideration.
Trustworthy data
Vital environment Our assurance report has been prepared in accordance
Responsible with the terms of our engagement. We do not accept, or
business practices assume responsibility to anyone else, except to Sanoma
Sustainability reporting Corporation for our work, for this report, or for the
and metrics conclusions that we have reached.
■ Independent Assurance
Report

GOVERNANCE
Helsinki, 1st March 2024
FINANCIALS
PricewaterhouseCoopers Oy PricewaterhouseCoopers Oy

Mikael Niskala Samuli Perälä


Partner, ESG Reporting & Assurance Partner, Authorised Public Accountant

SANOMA ANNUAL REPORT 2023 ∙ 95


Governance
We follow responsible business practices
OUR BUSINESSES
IN BRIEF

SUSTAINABILITY
Corporate Governance
GOVERNANCE Statement...................................................... 97
Corporate governance structure .......... 97
Corporate Governance Risk management and
Statement internal control........................................... 109
Remuneration Report Other information..................................... 111

FINANCIALS Remuneration Report........................ 113


Letter from the Chair of
the HR Committee..................................... 113
Remuneration aligned with
long-term business performance....... 115
Remuneration of the Board in 2023.... 117
Remuneration of the CEO in 2023....... 118

SANOMA ANNUAL REPORT 2023 ∙ 96


Corporate Governance Statement
OUR BUSINESSES Sanoma Corporation complies with the Finnish Corporate Corporate governance structure Sanoma’s administrative bodies are the General Meeting
IN BRIEF Governance Code issued by the Securities Market In its operations and governance, Sanoma follows the laws of Shareholders, the Shareholders’ Nomination Committee,

SUSTAINABILITY Association in 2019 and in force as of 1 January 2020. This and regulations applicable in its operating countries, the the Board of Directors and its committees, the President
Corporate Governance Statement has been prepared in ethical guidelines set by the Sanoma Code of Conduct as and CEO and the Executive Management Team (EMT).
GOVERNANCE accordance with the Code, which is available at cgfinland.fi well as the Group’s internal policies and standards.

■ Corporate Governance
Statement The statement has been reviewed by Sanoma’s Audit
Committee. The statutory auditors of Sanoma have
Remuneration Report
checked that the statement has been issued and that its General Meeting The General Meeting is Sanoma’s highest decision-making body,
Audit
FINANCIALS description of the main features of internal control and risk of Shareholders convening at least once a year.

management systems related to the financial reporting


process complies with the financial statements of the The Shareholders’ Nomination Committee prepares the proposals on the
Shareholders’ Nomination number, composition and remuneration of the members of the Board of
Company. This statement is presented as a separate report
Committee Directors to the Annual General Meeting.​
from the Report of the Board of Directors.

More information on the remuneration principles of Board of The Chair, Vice Chair and members of the Board are elected by the General
Meeting. The Board is responsible for the management of the company
the Board of Directors, the President and CEO and the Directors and its business operations.
Executive Management Team is available in a separate
Remuneration Report, prepared in accordance with
The Board may appoint committees, executive committees and other
the Code. permanent or fixed-term bodies to focus on certain duties assigned by the
Board. The committees are neither decision-making nor executive bodies,
Human but the Board can, if it so decides, delegate certain decision-making
During the course of the year, information on Sanoma’s Internal Audit Executive
Resources authority to the Committees or the President and CEO.
governance is updated on the Company’s website at audit Committee Committee
Committee
The Board has an Executive Committee that prepares for matters to
sanoma.com. be decided or noted by the Board. In addition, the Board has an Audit
Committee and Human Resources Committee.

President The President and CEO assumes independent responsibility for the Group’s
and CEO daily operations.

The Executive Management Team (EMT) supports the President and CEO
Executive in his or her duties in coordinating the Group’s management and preparing
Management Team matters to be discussed at Board meetings.

SANOMA ANNUAL REPORT 2023 ∙ 97


Shareholders’ Nomination Committee Remuneration In accordance with its Charter, the duties of the
Sanoma Corporation’s Annual General Meeting 2022 The remuneration for the members of the Shareholders’ Shareholders’ Nomination Committee include, among other
resolved to establish a Shareholders’ Nomination Nomination Committee for their duties on the Nomination responsibilities:
Committee. The purpose of the Shareholders’ Nomination Committee was resolved by the Annual General Meeting
OUR BUSINESSES Committee is to prepare the proposals on the number, 2023. The meeting fees of the members of the Shareholders’ ■ preparing and presenting to the Annual General
IN BRIEF composition and remuneration of the members of the Nomination Committee during this term are: Meeting the proposals for:
Board of Directors. However, any shareholder of the – the remuneration of the members of the Board of
SUSTAINABILITY
Company may also make a proposal directly to the ■ for the Chair of the Shareholders’ Nomination Directors as well as Board Committees,
GOVERNANCE Annual General Meeting in accordance with the Finnish Committee: EUR 3,500 / Committee meeting – the number of the members of the Board of Directors,
Companies Act. participated, – the election of the Board of Directors, the Chair and
■ Corporate Governance
Statement ■ for members of the Shareholders’ Nomination Vice Chair,
The Shareholders’ Nomination Committee consists of Committee who reside outside Finland: EUR 2,500 / ■ seeking prospective successors for the members of the
Remuneration Report
up to four members who represent the Company’s four Committee meeting where the member was present Board of Directors, and
FINANCIALS largest shareholders on 31 May preceding the next year’s and EUR 1,500 / Committee meeting participated, and ■ participating in the development of the principles
Annual General Meeting. The Chair of the Company’s ■ for members of the Shareholders’ Nomination concerning the diversity of the Board of Directors and
Board of Directors may be invited to serve as an expert in Committee who reside in Finland: EUR 1,500 / reporting on the diversity objectives.
the Shareholders’ Nomination Committee without being a Committee meeting participated.
member and without having a vote or being counted in the Composition
quorum of the Shareholders’ Nomination Committee. The The Company shall bear all reasonable costs of the The Shareholders’ Nomination Committee appointed in
Shareholders’ Nomination Committee shall elect a Chair Shareholders’ Nomination Committee. The travel expenses 2023 comprised Juhani Mäkinen (Vice Chair of the Board,
from among its members at the first meeting. The term of the members of the Nomination Committee will be Jane and Aatos Erkko Foundation), Antti Herlin (Chair of
of office of the members of the Shareholders’ Nomination compensated against receipt in accordance with the the Board, Holding Manutas), Robin Langenskiöld (3rd
Committee starts after the Annual General Meeting Sanoma Travel Policy. largest shareholder in Sanoma) and Rafaela Seppälä (4th
following the appointment and expires annually upon largest shareholder in Sanoma). In its meeting on 16 June
the appointment of the next Shareholders’ Nomination Tasks and duties 2023, the Committee elected Juhani Mäkinen as Chair of the
Committee. The Nomination Committee shall submit The tasks and duties of the Shareholders’ Nomination Committee and invited Pekka Ala-Pietilä, Chair of Sanoma’s
its proposals to the Board of Directors at the latest on Committee are defined in the Charter of the Nomination Board of Directors, to serve as an expert in the Committee.
the third Monday of January preceding the next Annual Committee. The Charter is available on the Company’s
General Meeting. website at sanoma.com. In 2023, the Shareholders’ Nomination Committee
appointed in 2023 convened four times and the
The Nomination Committee has been established until Shareholders’ Nomination Committee appointed in 2022
further notice. convened once. The attendance rate was 100%.

SANOMA ANNUAL REPORT 2023 ∙ 98


Board of Directors given time, the Shareholders’ Nomination Committee At the end of 2023, 33% of the Board members were
The Board of Directors of Sanoma Corporation has a Charter considers, according to its Charter, a range of diversity women. During 2013–2022, the share of women on
to govern its work. In addition to the Charter, the Board aspects, such as business experience, international the Board has varied between 20–50%. Sanoma has
complies with the Articles of Association of the Company, experience, nationality, age, education and gender, when Board members with versatile business experience and
OUR BUSINESSES Sanoma Corporate Governance Framework and the related preparing its proposal of the composition of the Board to backgrounds in several of the company's operating
IN BRIEF charters and policies, as well as laws and regulations the AGM. It shall also take into account the results of the countries. The ages of the Board members vary between 41

SUSTAINABILITY applicable at any given time. The basis for the duties of the annual performance assessment of the Board. and 69, the average age being 57.
Board of Directors is set forth in the Finnish Companies Act.
GOVERNANCE The Board must collectively have sufficient knowledge of Eight members were re-elected to the Board of Directors

■ Corporate Governance Election and term and competence in: at the 2023 AGM: Pekka Ala-Pietilä, Julian Drinkall, Rolf
Statement The Shareholders’ Nomination Committee shall prepare Grisebach, Anna Herlin, Mika Ihamuotila, Nils Ittonen,
a proposal concerning the composition of Board to be ■ the learning and media business with current and Denise Koopmans and Sebastian Langenskiöld. Eugenie
Remuneration Report
presented to the Annual General Meeting (AGM). In potential future geographical reach, van Wiechen was elected as a new member of the Board of
FINANCIALS accordance with the Articles of Association of Sanoma, the ■ the management of a public company of corresponding Directors.
Board shall be composed of five to eleven members elected size, good corporate governance, corporate and
by the General Meeting. The General Meeting also elects the financial administration and internal control and risk According to the Board’s annual evaluation, all members
Chair and the Vice Chair of the Board. management, of the Board are non-executive and independent of the
■ strategic work as well as mergers and acquisitions, company. Seven out of nine members are also independent
The term of a member of the Board begins at the end of the ■ technology including digitalisation of consumer and of major shareholders. The reason for the two members,
AGM in which he or she has been elected and expires at the publishing products, and Anna Herlin and Nils Ittonen, not being independent of
end of the AGM following the election. ■ sustainability. major shareholders is reported in the details of each
member on the following pages.
Composition, diversity and independence With regards to other factors relevant to Board diversity,
The members of the Board shall have the qualifications and the Board has set a measurable objective regarding the
experience necessary to perform their duties as well as the representation of both genders on the Board. The objective
possibility to devote sufficient time for the Board work. They is that both genders are represented on the Board with the
shall also meet the independence and other requirements share of under-represented gender being at least 40%.
applicable to publicly listed companies in Finland and both Where two candidates are equally qualified, priority will be
genders shall be represented on the Board. given to the candidate of the under-represented gender.

Matters related to the diversity of the Board are defined in The Shareholders’ Nomination Committee annually
the Charter of the Shareholders’ Nomination Committee evaluates the progress of the specific diversity objectives
and referred to in a general level in the Group’s Diversity set for the Board.
and Inclusion Policy. In order to ensure that the Board
has sufficient and versatile competencies, mutually
complementing experience and knowledge of the industry
for the needs of Sanoma expressed in the strategy at any

SANOMA ANNUAL REPORT 2023 ∙ 99


Board distribution by age, Education of Board members, Gender diversity of the Board, SANOMA SHARES OWNED BY THE MEMBERS OF THE BOARD
% % % Shareholding 1
Board member 31 Dec 2023 31 Dec 2022
10% Pekka Ala-Pietilä (Chair) 15,000 15,000
22%
OUR BUSINESSES Nils Ittonen (Vice Chair) 59,000 59,000
IN BRIEF 33%
20% Julian Drinkall 0 0
45%
SUSTAINABILITY 50%
Rolf Grisebach 0 0
Anna Herlin 1,000 1,000
GOVERNANCE
67% Mika Ihamuotila 150,000 150,000
■ Corporate Governance 33% 20%
Denise Koopmans 0 0
Statement Sebastian Langenskiöld 645,963 645,963
Remuneration Report Eugenie van Wiechen 2 0
Rafaela Seppälä 3 7,654,746 10,273,370
FINANCIALS 40–49 Economics Women
50–59 Law Men 1
Shares owned by the Board members and the corporations over
which the member exercises control
>60 Public Administration 2
Member of the Board since 19 April 2023
Science 3
Member of the Board until 19 April 2023

SANOMA ANNUAL REPORT 2023 ∙ 100


Members of the Board of Directors

OUR BUSINESSES
IN BRIEF

SUSTAINABILITY

GOVERNANCE

■ Corporate Governance
Statement
Remuneration Report

FINANCIALS

Pekka Ala-Pietilä (Chair) Nils Ittonen (Vice Chair) Julian Drinkall


■ Born 1957, Finnish citizen ■ Born 1954, Finnish citizen ■ Born 1964, British citizen
■ Independent of the company and major shareholders ■ Independent of the company, non-independent of major ■ Independent of the company and major shareholders
■ Chair of the Board of Sanoma since 2016 shareholders: Chair of Jane and Aatos Erkko Foundation ■ Board member since 2020, term ends in 2024
■ Board member since 2014, term ends in 2024 which held 39,820,286 (24.4%) of the company’s shares on ■ Chair of the Human Resources Committee
■ Chair of the Executive Committee
31 December 2023
■ Education: Master (Public Administration), MBA and M.A. (PPE)
■ Education: M.Sc. (Econ.), D.Sc. (Tech.) h.c., D.Sc. (Econ.) h.c.
■ Vice Chair of the Board of Sanoma since 2021
■ Main occupation: GLF Schools, CEO
■ Main occupation: Huhtamäki Oyj, Chair of the Board
■ Board member since 2014, term ends in 2024
■ Primary work experience: Aga Khan Schools, General Manager
■ Primary work experience: Blyk Services Oy, co-founder
■ Member of the Audit Committee and the Executive Committee 2021–2022, Academies Enterprise Trust (AET), CEO 2016–2021;
and CEO 2006–2012; Nokia Corporation, various positions ■ Education: B.Sc. (Econ.) Alpha Plus Holding, CEO 2014–2016; Cengage Learning,
1984–2005, e.g. President 1999–2005, Nokia Mobile ■ Primary work experience: Sanoma Group, various positions President and CEO of EMEA and India 2012–2014; OC&C
Phones, President, 1992–1998 and Group Executive Board 1977–2010, e.g. Senior Vice President of Group Treasury, Strategy Consultants, Operating Partner 2010–2012; Macmillan
Member 1992–2005 Real Estate and Risk Management, Member of the Executive Education, CEO 2007–2010 and Chief Operating Officer
■ Key board memberships: Huhtamäki Oyj (Chair), Here Management Group 1999–2007 2006–2007; Boots Company, Director of Strategy and Mergers
Technologies (HERE Global B.V.) (Chair, Supervisory Board) ■ Key positions of trust: Jane and Aatos Erkko & Acquisitions 2003–2005; IPC Media, Group Strategy Director
Foundation (Chair) 2001–2003; BBC, Head of Financial and Commercial Strategy
■ Other positions of trust: Helsingin Sanomat Foundation 1998– 2001; previous employers also include Arthur D. Little,
(Chair of the Finance Committee) Island International (Island Records) and the LEK Partnership
■ Key board memberships: Kindred Advisory Board (Vice Chair)

SANOMA ANNUAL REPORT 2023 ∙ 101


Members of the Board of Directors

OUR BUSINESSES
IN BRIEF

SUSTAINABILITY

GOVERNANCE

■ Corporate Governance
Statement
Remuneration Report

FINANCIALS

Rolf Grisebach Anna Herlin Mika Ihamuotila


■ Born 1961, German citizen ■ Born 1982, Finnish citizen ■ Born 1964, Finnish citizen
■ Independent of the company and major shareholders ■ Independent of the company, non-independent of major ■ Independent of the company and major shareholders
■ Board member since 2020, term ends in 2024 shareholders: an employment relationship and board ■ Board member since 2013, term ends in 2024
■ Member of the Human Resources Committee membership in a company, Security Trading Oy, that ■ Member of the Audit Committee
■ Education: Ph.D. (Business Law), Master (Business and Law)
exercises indirect control in a significant shareholder (Holding
■ Education: Ph.D. (Econ.)
Manutas Oy)
■ Main occupation: Future Group, CEO (DACH); Stella ■ Main occupation: Marimekko Corporation, Executive Chair
Partners, Partner
■ Board member since 2021, term ends in 2024
of the Board
■ Primary work experience: Thames & Hudson Ltd (London),
■ Member of the Human Resources Committee
■ Primary work experience: Marimekko Corporation, Chair of
CEO 2013–2019; Pearson, President of German, Swiss and ■ Education: Master (Social Sciences) and M.A. the Board and CEO 2015–2016, President and CEO and Vice
Austrian operations 2010–2013; Deutscher Fachverlag (DFV), ■ Main occupation: Tiina and Antti Herlin Foundation, Head of Chair of the Board 2008–2015; Sampo Bank Plc, President
CEO 2005– 2010; Holtzbrinck Group, Member of the Executive Development and CEO 2001–2007; Mandatum Bank Plc, President and CEO
Board 2001–2004, Business CEO for Education, STM and digital ■ Primary work experience: John Nurminen Foundation, Project 2000–2001, Executive Director 1998–2000; Mandatum & Co Ltd,
division (New York) 1998–2001, Vice President Corporate Manager 2013–2018; Finnish Academy of Fine Arts, Planning Partner 1994–1998, Yale University, Visiting scholar 1992–1993
Development 1995–1998; Boston Consulting Group (Munich Officer 2008–2009 ■ Key board memberships: Marimekko Corporation (Executive
and London), Manager 1988–1995 ■ Key board memberships: Tiina and Antti Herlin Foundation; Chair), Mannerheim Foundation (Chair), Musopia Oy (Chair)
■ Key board memberships: DeutschAkademie Weiterbildungs Security Trading Oy (Vice Chair); e2 Research (Vice Chair)
GmbH (Chair)

SANOMA ANNUAL REPORT 2023 ∙ 102


Members of the Board of Directors

OUR BUSINESSES
IN BRIEF

SUSTAINABILITY

GOVERNANCE

■ Corporate Governance
Statement
Remuneration Report

FINANCIALS

Denise Koopmans Sebastian Langenskiöld Eugenie van Wiechen


■ Born 1962, Dutch citizen ■ Born 1982, Finnish citizen ■ Born 1969, Dutch citizen
■ Independent of the company and major shareholders ■ Independent of the company and major shareholders ■ Independent of the company and major shareholders
■ Board member since 2015, term ends in 2024 ■ Board member since 2019, term ends in 2024 ■ Board member since 2023, term ends in 2024
■ Chair of the Audit Committee ■ Member of the Human Resources Committee and ■ Education: MBA, M.Sc. (drs. Chemical Engineering)
■ Education: LL.M., AMP, IDP-C Audit Committee ■ Main occupation: FD Mediagroep, CEO and
■ Main occupation: Independent Board Director ■ Education: M.Sc. (International Business), Master Publishing Director
■ Primary work experience: Wolters Kluwer Law & Business, (International Management) ■ Primary work experience: LinkedIn Corporation, Managing
Managing Director of the Legal & Regulatory Division ■ Primary work experience: Salesforce, EMEA ISV GTM Principal Director, the Netherlands 2009–2011; eBay, Managing Director,
2011–2015; LexisNexis Business Information Solutions, CEO Partner Account Manager 2017–2023; Fingertip Ltd., Founding Marktplaats, 2008–2009; Sanoma Uitgevers B.V. various
and LexisNexis International, member of the Senior Leadership Partner 2012–2017; Cargotec Corporation, M&A Coordinator positions 2003–2008, e.g. Publisher 2003–2008; McKinsey
team 2007–2011; Capgemini Engineering, various senior 2011; Hansaprint Ltd., Key Account Manager 2006–2009 & Company, various positions 1995–2003, e.g. Engagement
executive roles 2000–2007 Manager 1999–2003
■ Key board memberships: Cicor Technologies Ltd., Swiss Post ■ Key board memberships: Artis, Supervisory Board
AG, Royal BAM Group nv, Norma Group SE
■ Other positions of trust: Enterprise Chamber of the
Amsterdam Court of Appeal («Ondernemingskamer»)
(Lay Judge/Counsel)

SANOMA ANNUAL REPORT 2023 ∙ 103


Duties of the Board of Directors ■ appoints, dismisses and decides on the remuneration of The Board decided to issue a EUR 150 million hybrid bond in
The duties of the Board are set forth in the Finnish – the President and CEO, order to strengthen the balance sheet in March. In October,
Companies Act and other applicable legislation. The Board – his or her deputy, the Board decided to sign an agreement for a new EUR
is responsible for the management of the company and its – the CEO's of the Strategic Business Units, 100 million term loan which together with other existing
OUR BUSINESSES business operations. In addition, the Board is responsible ■ members of the EMT and financial arrangements will be used for the repayment of
IN BRIEF for the appropriate arrangement of the control of the ■ certain executive positions as determined by EUR 200 million bond due in March 2024.

SUSTAINABILITY company’s bookkeeping and financial administration. the Board,


■ confirms the Group’s values, and In November, the Board appointed Rob Kolkman as CEO to
GOVERNANCE The operating principles and main duties of the Board have ■ approves the Group’s key policies. replace Susan Duinhoven after she had informed the Board

■ Corporate Governance been defined in the Charter of the Board of Directors. The that she will step down from the role of President and CEO
Statement Board, amongst other duties: In 2023, the Board closely monitored the integration during the first half of 2024.
of the acquired companies, focusing especially on the
Remuneration Report
■ decides on the long-term goals and business strategy of acquisition of the Italian K12 learning content business and In addition to its regular duties and supervision of the
FINANCIALS the Group for achieving those long-term goals, the exam preparation business in Germany. Following the daily operations of the company, the Board also closely
■ approves the Group’s reporting structure, acquisitions, the Board monitored measures to harmonise followed the measures taken to further strengthen
■ decides on acquisitions and divestments, financial the offering of digital learning platforms and to benefit from information security, privacy and customer trust in the core
matters and investments, which have a value exceeding the scale advantages of the European-wide primary and of Sanoma’s daily work, as well as ways to benefit from
EUR 5.0 million, or are otherwise strategically secondary education business portfolio. the use of artificial intelligence throughout the company,
significant, or involve significant risks, or relate to also in cooperation with generative AI players. The Board
divestment, lay-off or termination of employment of 100 The Board also closely followed measures to improve the monitored the development of the ethical principles
employees or more (currently, the Board has delegated service model of the Dutch distribution operations and for the use of artificial intelligence and the plan for the
its decision-making authority to the President and CEO approved the launch of a three-year process and efficiency implementation of the principles.
on acquisitions and divestments, financial matters and improvement program, Solar, for Learning to reach its long-
investments which have a value exceeding EUR 0.5 term operational EBIT margin excl. PPA target level of 23% In order to develop its performance, the Board conducts an
million but below EUR 5.0 million), in 2026. In addition, the Board closely monitored a cash evaluation of its operations and working methods on an
■ ensures the adequacy of planning, internal control and flow improvement programme in Learning. annual basis. The purpose of the evaluation is also to assess
risk management systems and reporting procedures; the composition of the Board and define qualifications
■ reviews and monitors the operations and performance The Board closely followed Media Finland's actions to for possible new Board members. The evaluation may be
of the Group companies, improve digital consumer experience, to introduce a unified done as an internal self-assessment or by using an external
■ approves the Interim Reports, the Half-Year Report, TV advertising measurement standard, and to improve evaluator. In 2023, the Board conducted an internal self-
the Financial Statements and the Report of the Board Ruutu+'s content offering. In addition, the Board appointed evaluation using an assessment tool provided by an external
of Directors as well as the Corporate Governance the Senior Editor-in-Chief of Helsingin Sanomat in April and evaluator to ensure consistency and to enable both internal
Statement and the Remuneration Report of the Editor-in-Chief of Aamulehti in June. comparison and external benchmarking.
the Company,

SANOMA ANNUAL REPORT 2023 ∙ 104


Board meetings The members of the committees are appointed among The Audit Committee e.g. reviews the Interim Reports
During 2023, the Board convened 12 times with an the members of the Board in accordance with the Charter and Half-Year Report, discusses enterprise risk analyses
attendance rate of 97%. of the respective committee. The committees are neither including identified risks and mitigation plans, monitors
decision-making nor executive bodies, but the Board can, if the principles concerning the monitoring and assessment
OUR BUSINESSES MEMBERS’ ATTENDANCE AT BOARD MEETINGS it so decides, delegate certain decision-making authority to of related party transactions, prepares the appointment,
IN BRIEF Number of the Committees or the President and CEO. monitors and evaluates the independence of the company’s
meetings Attendance auditor, and approves the internal audit plan including a
SUSTAINABILITY Board member attended rate, %
Executive Committee follow up of its progress. The Audit Committee also reviews
GOVERNANCE Pekka Ala-Pietilä (Chair) 12/12 100
The Executive Committee prepares matters to be the Corporate Governance Statement and the Group’s non-
Nils Ittonen (Vice Chair) 11/12 92
■ Corporate Governance considered at the Board meetings. The Executive financial reporting.
Julian Drinkall 12/12 100
Statement Committee consists of the Chair and Vice Chair of the Board,
Rolf Grisebach 12/12 100 the President and CEO and, at the Chair’s invitation, one or In 2023, besides the regular agenda items, the Audit
Remuneration Report
Anna Herlin 12/12 100 several members of the Board. Committee had updates on information security, finance
FINANCIALS Mika Ihamuotila 12/12 100 organisation, privacy, ethics and compliance. The Committee
Denise Koopmans 10/12 83 In 2023, the Executive Committee comprised Pekka Ala- paid special attention to free cash flow performance as
Sebastian Langenskiöld 12/12 100 Pietilä (Chair), Nils Ittonen and Susan Duinhoven. The well as the progress of the sustainability programme under
Eugenie van Wiechen 1 8/8 100 Executive Committee convened four times in 2023, with an Corporate Sustainability Reporting Directive (CSRD).
Rafaela Seppälä 2
3/3 100 attendance rate of 100%.
1
Member of the Board since 19 April 2023 In addition to members of the Audit Committee, the
MEMBERS’ ATTENDANCE AT EXECUTIVE COMMITTEE
2
Member of the Board until 19 April 2023
MEETINGS company’s President and CEO, CFO and people responsible
Number of for topics on the Audit Committee’s agenda participate in
meetings Attendance meetings presenting their corresponding agenda items to
Member attended rate, %
Board’s committees the Committee. In addition, the Internal Auditor participates
Pekka Ala-Pietilä (Chair) 4/4 100
The Board may appoint committees, executive committees in the Audit Committee meetings. The Auditor in Charge is
Nils Ittonen 4/4 100
and other permanent or fixed-term bodies to focus on also present at the meetings and gives updates on auditing
certain duties assigned by the Board. The Board confirms Susan Duinhoven 4/4 100 work conducted in between the meetings.
the Charter of these committees and provides the policies
given to other bodies appointed by the Board. The In accordance with its Charter, the Audit Committee consists
committees report regularly to the Board. Audit Committee of the Chair of the Committee and at least two and at most
The Audit Committee assists the Board in fulfilling its four members, appointed annually by the Board among its
The Board has an Executive Committee that prepares oversight responsibilities for matters pertaining to financial members. Members of the Committee shall be independent
proposals for matters to be decided or noted by the Board. reporting and control, risk management, external audit and of the company, and at least one member shall also be
In addition, the Board has an Audit Committee and a internal audit, in accordance with the Charter approved by independent of significant shareholders. As required by
Human Resources Committee. the Board, the Finnish Corporate Governance Code as well law, at least one member of the Audit Committee must have
as applicable laws and regulations. expertise in accounting or auditing. The Committee meets
at least four times a year.

SANOMA ANNUAL REPORT 2023 ∙ 105


From the date of the 2023 AGM, the Audit Committee Human Resources Committee The Human Resources Committee comprises at least three
comprised Denise Koopmans (Chair), Mika Ihamuotila, The Human Resources Committee is responsible for and at most five members, who are appointed annually by
Nils Ittonen and Sebastian Langenskiöld. All members preparing human resources matters related to the the Board. The majority of the members shall be independent
of the Committee are independent of the company compensation of the President and CEO and key executives, of the company. The Committee meets at least twice a year.
OUR BUSINESSES and three members (Mika Ihamuotila, Sebastian evaluation of the performance of the President and CEO
IN BRIEF Langenskiöld and Denise Koopmans) are independent and key executives, Group compensation policies, Human From the date of the 2023 AGM, the Human Resources

SUSTAINABILITY of significant shareholders of the company. All of the Resources policies and practices, development and Committee comprised Julian Drinkall (Chair), Rolf Grisebach,
members are financial experts based on their educational succession plans for the President and CEO, as well as key Anna Herlin and Sebastian Langenskiöld. All members of
GOVERNANCE or occupational backgrounds. In addition, there is executives and other preparatory tasks as may be assigned the Committee are independent of the company and three

■ Corporate Governance sustainability competence represented in the Committee. to it from time to time by the Board and/or the Chair of the members (Julian Drinkall, Rolf Grisebach and Sebastian
Statement The Audit Committee convened six times in 2023, with an Board. In addition, the Committee discusses the composition Langenskiöld) are independent of significant shareholders
average attendance rate of 84%. and succession of the Board as well as prepares the of the company. There is sustainability competence
Remuneration Report
Remuneration Policy and Remuneration Report. represented in the Committee. The Human Resources
FINANCIALS Committee convened four times with an attendance
MEMBERS’ ATTENDANCE AT AUDIT COMMITTEE MEETINGS
In 2023, in addition to key remuneration aspects, the rate of 100%.
Number of Human Resources Committee followed up on the
meetings Attendance
Member attended rate, % implementation of the People Excellence Programme,
MEMBERS’ ATTENDANCE AT HUMAN RESOURCES COMMITTEE
Denise Koopmans (Chair) 3 5/6 83 aimed at strengthening the HR capabilities, especially
MEETINGS
Mika Ihamuotila 4/6 67 with the new HR system implementation, and the related
Number of
Nils Ittonen 5/6 83
change management and communication implications. meetings Attendance
Member attended rate, %
The Human Resources Committee also focused on learning
Sebastian Langenskiöld 1 5/5 100
Julian Drinkall (Chair) 4/4 100
and development, aimed to help all employees reach their
Rolf Grisebach 2 1/1 100
potential with inclusive, blended learning solutions, and the Rolf Grisebach 1
3/3 100
Anna Herlin 2 1/1 100
cultural change required for the 70/20/10 framework to be Anna Herlin 1 3/3 100
1
Member since 19 April 2023 Sebastian Langenskiöld 4/4 100
fully implemented (70% learning on the job, 20% learning
2
Member until 19 April 2023
from peers and 10% classical training). Rafaela Seppälä 2
1/1 100
3
Mika Ihamuotila chaired the May meeting of the Audit Committee
in place of Committee Chair Denise Koopmans, with the support 1
Member since 19 April 2023
of Rolf Grisebach, who was invited to attend
In addition to members of the Human Resources 2
Member until 19 April 2023
Committee, the company’s President and CEO, CHRO, HRO
of Media Finland and other people responsible for HR
participated in the meetings, presenting respective agenda
items to the Committee.

SANOMA ANNUAL REPORT 2023 ∙ 106


President and CEO Susan Duinhoven acted as the President and CEO of Sanoma SANOMA SHARES OWNED BY THE PRESIDENT AND CEO
The duties of the President and CEO of Sanoma are from October 2015 until 31 December 2023. Sanoma’s Board AND THE MEMBERS OF EMT
Shareholding
governed primarily by the Finnish Companies Act. The of Directors appointed Rob Kolkman President and CEO of
31 December 31 December
President and CEO assumes independent responsibility Sanoma Corporation as of 1 January 2024. EMT member 2023 2022
OUR BUSINESSES for the Group’s daily operations, in line with the following
Rob Kolkman 1 44,675 36,948
IN BRIEF duties, for example: Executive Management Team (EMT)
Alex Green 9,843 0
SUSTAINABILITY The EMT supports the President and CEO in his or her duties
Pia Kalsta 36,650 32,810
■ ensuring the Company’s accounts comply with the in coordinating the Group’s management and preparing
GOVERNANCE Susan Duinhoven 2 601,010 502,595
law and its financial affairs have been arranged in a matters to be discussed at Board meetings. The matters
reliable manner, include, for example:
1
Chair of the EMT and President and CEO of Sanoma Group since 1
■ Corporate Governance January 2024
Statement ■ managing the Group’s daily operations in line with 2
Chair of the EMT and President and CEO of Sanoma Group until
the long-term goals and business strategy of the ■ long-term goals of the Group and its business strategy 31 December 2023
Remuneration Report
Group approved by the Board and in accordance with for achieving them,
FINANCIALS the general policies adopted by the Board and other ■ acquisitions and divestments,
applicable guidelines and decisions, ■ organisational and management issues,
■ deciding on acquisitions and divestments, as well as ■ development projects,
financial matters and investments, which have a value ■ internal control, and
exceeding EUR 0.5 million but below EUR 5.0 million ■ risk management systems.
or relate to the divestment, lay-off or termination
of employment of more than 50 but fewer than 100 The EMT is chaired by the President and CEO. In 2023, in
employees, addition to the Chair, the EMT comprised the CEOs of Media
■ preparing decision proposals and matters for Finland and Learning, as well as the Chief Financial Officer
information for the meetings of the Board (together with of Sanoma Group. In 2024, in addition to the Chair, the EMT
the Chair of the Board and/or the Executive Committee) comprises the CEO of Media Finland and the Chief Financial
and presenting these matters and the agenda to the Officer of Sanoma Group
Board and its Committees,
■ approving Group-level standards, and
■ chairing Sanoma's EMT.

The President and CEO may take extraordinary or wide-


ranging actions only under separate authorisation from
the Board, or when the time delay involved in waiting for
a decision from the Board would cause substantial losses
to Sanoma.

SANOMA ANNUAL REPORT 2023 ∙ 107


Members of the Executive Management Team

OUR BUSINESSES
IN BRIEF

SUSTAINABILITY

GOVERNANCE

■ Corporate Governance
Statement
Remuneration Report
Susan Duinhoven was the President and
FINANCIALS CEO of Sanoma Corporation and Chair
of the Executive Management Team until
31 December 2023.

Rob Kolkman, Alex Green, Pia Kalsta, Susan Duinhoven


President and CEO CFO CEO, Media Finland
as of 1 January 2024
■ Born 1970, British citizen ■ Born 1970, Finnish citizen ■ Born 1965, Dutch citizen
■ Born 1972, Dutch citizen ■ Member of the EMT since 2022 ■ Member of the EMT since 2015 ■ Chair of the EMT until 2023
■ Chair of the EMT since 2024, member of the ■ Education: B.Sc. (Hons) Mathematics, ■ Education: M.Sc. (Econ.) ■ Member of the Executive Committee
EMT since 2019 Chartered Accountant (ACA) ■ Work experience: Nelonen Media (part of until 2023
■ Member of the Executive Committee ■ Work experience: eBay Classifieds Group Sanoma Group), e.g. President 2014–2015, ■ Education: Ph.D. (Physical Chemistry),
since 2024 (eCG), CFO 2013–2022; eBay Group, several President, acting 2013–2014, Senior Vice B.Sc. (Physical Chemistry)
■ Education: MBA, Master (Econ., Accountancy) managerial and leadership positions President, Head of Consumer Business, ■ Work experience: Koninklijke Wegener
■ Work experience: Sanoma Group, CEO 2006–2013; Factiva (a Dow Jones/Reuters Marketing & Business Development N.V., CEO and Chair of the Executive Board
Sanoma Learning 2020–2023, CEO Sanoma company at the time), European Head of 2012–2013, Senior Vice President, Sales and 2013–2015; Thomas Cook Group Plc, CEO of
Media Netherlands 2019; Reed Business Finance 2001–2005; ExxonMobil, various Marketing 2008–2012, Vice President, Sales Western Europe 2012–2013; Thomas Cook
Information (part of RELX Group), Group finance positions 1996–2001; Coopers & 2006–2008, Marketing Manager 2001– 2006; Nederland B.V., CEO 2010–2011; Reader’s
Managing Director 2017–2018, Managing Lybrand (nowadays part of PwC), various SCA Hygiene Products (Finland) 1996–2001, Digest, Managing Director of Benelux & New
Director of ICIS 2016–2017, CEO Netherlands positions 1992–1996 various positions e.g. Key Account Manager, Acquisitions Europe 2008–2010; De Gule
2014–2016; Elsevier (part of RELX Group), Product Manager and Marketing Manager Sider A/S, CEO 2005–2007. Further work
Managing Director Australia and New Zealand experience starting from 1988 includes
2008–2014; Reed Business Netherlands Unilever, McKinsey, VNU Gouden Gids and
(part of RELX Group), Associate Director De Telefoongids
2006–2008, Publishing Director (Finance and ■ Key board memberships: KONE
tax) 2004–2006, Director of Elsevier Baard Corporation
2003–2004; BPP Professional Education
(Netherlands), various positions 1992–2003

SANOMA ANNUAL REPORT 2023 ∙ 108


Risk management and internal control Risk management
The management of Sanoma Group and its businesses is based on a clear organisational structure, well-defined areas of The main objective of the risk management of Sanoma
authority and responsibility, common planning, and reporting systems as well as policies and guidelines. The roles and is to identify and manage essential risks related to the
responsibilities of different administrative bodies in risk management and internal control are explained in the table below. execution of the Group’s strategy and operations. The Risk
OUR BUSINESSES Management Policy defines Group-wide risk management
IN BRIEF Risk management Internal control principles, objectives and responsibilities.
Board of Directors ■ Approval of Risk Management Policy ■ Approval of Internal Controls Policy
SUSTAINABILITY
■ Overseeing the effectiveness of risk Risk management is integrated in Sanoma’s management,
GOVERNANCE management strategic planning and internal control system, and covers
■ Aligning the strategic objectives and risk all risk categories at Group, SBU and entity levels. The risk
■ Corporate Governance
appetite of the company management process includes the following phases:
Statement
Audit Committee ■ Reviews and monitors the ■ Reviews the reliability, effectiveness and
Remuneration Report
implementation of the Policy and the risk compliance with Sanoma’s Corporate 1) Setting strategic, operational, reporting and compliance
FINANCIALS management process Governance Framework of internal objectives on the Group, SBU and business levels
control systems
2) Identification and assessment of risks affecting the
■ Monitors matters related to statutory audit
achievement of objectives by using a risk framework
and internal audit
3) Defining risk management activities for key risks
President and CEO ■ Defining risk management strategies ■ Sets the ground for the internal control
4) Implementation of risk management activities (e.g.
and procedures environment by executing policies and standards
asset allocation, control activities, insuring, hedging or
■ Setting priorities for risk management ■ The EMT supports the President and CEO in his/
divestitures)
her oversight role and in assuring compliance
5) Monitoring the performance and efficiency of the risk
Audit and Assurance ■ Coordinates the risk ■ Supports the President and CEO in ensuring the
function management
management process compliance of financial reporting with Group
requirements by, for example, evaluating and 6) Continuous improvement of the risk management
■ Produces risk reports
providing recommendations for improvement on processes, performance, and capabilities
■ Evaluates and provides
internal control 7) Reporting of updated risk assessment results with
recommendations for improvement on
risk management related ongoing or planned mitigation actions to the
Finance and control ■ Compiles reports on internal control to the Audit Committee and further to the Board of Directors
function twice a year. The reporting includes identification
Board of Directors, Audit Committee and/or the
President and CEO and the EMT and assessment of key risks and summary of risk
Strategic Business ■ Aligning the risk management guidelines, ■ Ensuring that Sanoma policies and standards are management activities for each SBU, business, and
Units (SBU)
procedures and strategies with the Group implemented and followed in their business selected subsidiaries. The reporting shall be linked as
■ Identifying, measuring, reporting and ■ Reflecting possible local requirements in the much as possible to the quarterly reporting and strategic
managing risk implementation planning processes.

SANOMA ANNUAL REPORT 2023 ∙ 109


More information on the most significant risks that IT controls are embedded within IT processes that provide Furthermore, business reviews between Group and SBU
could have a negative impact on Sanoma’s business, a reliable operating environment and support the effective management are held at least quarterly. In addition
performance, or financial status is described in the operation of application controls. Controls that prevent to the SBUs’ financial performance, e.g. the operating
Report of the Board of Directors. inappropriate and unauthorised use of the system and environment, future expectations, and business
OUR BUSINESSES controls over the effective acquisition are examples of development are discussed in the reviews. The business
IN BRIEF Internal controls IT controls. reviews also have a role in the process of ensuring the

SUSTAINABILITY Sanoma’s Internal Control Policy defines the internal control functioning of the continuous risk assessment and internal
process applied in the Group. Internal controls are in line The operation of controls is monitored to ensure that they control systems.
GOVERNANCE with the Corporate Governance Framework and aim to are implemented as designed, and that they operate

■ Corporate Governance assure that all Group policies and standards are up to date, effectively. The monitoring is performed as a management
Statement communicated and implemented. self-assessment, assessment of an independent party/
internal audit or a combination of these.
Remuneration Report
Internal control is a process designed to provide
FINANCIALS reasonable assurance regarding the achievement of Monitoring of financial reporting process
objectives in the following categories: The financial reporting process is based on the Group
Reporting Manual. Combined with the other Group
■ effectiveness and efficiency of operations, reporting guidelines and additional instructions, it defines
■ reliability of financial reporting, and Sanoma Group’s accounting principles and policies.
■ compliance with applicable laws and regulations.
The Group Finance and Control function is part of the
The process includes objective setting, control design Parent Company and prepares control point guidelines
and implementation, operating effectiveness testing, for transactions and periodic controls for the SBUs. The
monitoring and continuous improvement, and reporting. guidelines are approved by the President and CEO. Periodic
controls are linked to monthly and annual reporting
Internal controls consist of entity-level, process-level and processes and include reconciliations and analyses to
IT controls. Entity-level controls are applied on all levels of ensure the accuracy of financial reporting. The control
Sanoma (i.e. Group, SBU and entity) and can relate to more activities seek to ensure that potential deviations and
than one process. The Code of Conduct, Group policies and errors are prevented, discovered and corrected, both at the
guidelines and their active implementation are examples of Parent Company and the SBU level. Internal control systems
entity-level control activities. cover the whole financial reporting process.

Process-level control activities are designed to mitigate The Group’s financial performance is monitored on a
risks relating to certain key processes. Purchase-to-pay monthly basis, using a Group-wide financial planning
and payroll processes are examples of process-level and reporting system, which includes actualised income
controls. Automated or manual reconciliations and statements, balance sheets, cash flow statements and key
approvals of transactions are typical process-level controls. performance indicators, as well as estimates for the current
financial year.

SANOMA ANNUAL REPORT 2023 ∙ 110


Other information Sanoma has a standardised process for assessing inside regulations on trading programmes. Sanoma may publish
information, delaying disclosure and establishing of such trading programmes on its website. There were no
Internal audit insider lists. trading programmes in place on 31 December 2023.
Sanoma’s internal audit is steered by the Corporate
OUR BUSINESSES Governance Framework as well as Group Policies on ■ People who have access to all inside information, due The Board members, the President and CEO and persons
IN BRIEF Internal Audit, Internal Control and Enterprise Risk to the nature of their position at Sanoma, are listed as closely associated with them must notify Sanoma and the

SUSTAINABILITY Management. The Audit and Assurance function, reporting permanent insiders. Currently, there are no permanent Finnish Financial Supervisory Authority of their transactions
to the President and CEO, and directly to the Audit insiders at Sanoma. with Sanoma’s financial instruments (the so-called
GOVERNANCE Committee, is responsible for the internal audit at Sanoma. ■ Deal-specific or event-based insider lists are Manager’s Transactions). The notification must be done

■ Corporate Governance established based on a case-by-case evaluation within two days of the transaction. Sanoma shall publish
Statement The scope of Audit and Assurance covers examination and when inside information related to an event or deal is such a notification as a stock exchange release within three
evaluation of internal control systems, risk management identified and a decision on delayed disclosure is made. days of the transaction at the latest. A delay in giving the
Remuneration Report
processes, compliance processes, information security Those who have been entered onto a deal-specific notification may lead to sanctions.
FINANCIALS and governance framework as well as monitoring of (or event-based) insider list are not allowed to trade
Internal Control process on all organisational levels and Sanoma’s financial instruments until the project has
businesses. The Audit and Assurance function supports the been publicly disclosed or otherwise terminated.
development of the organisation and provides additional
assurance with a risk-based approach. Sanoma applies a closed period, which is a thirty (30)
calendar day period, before the announcement of the
Related party transactions Financial Statements Release, the Half-Year Report and the
Sanoma has a Related Party Policy, under which members Interim Reports.
of the management defined by the policy are under
obligation to submit planned related party transactions During the closed period, the members of the Board and
for prior approval. More information on related party the President and CEO shall not conduct any transactions
transactions in 2023 is available in the Financial in Sanoma’s financial instruments on their own account,
Statements, Note 6.1. or on the account of a third party, whether they possess
inside information or not. Additionally, transactions are not
Insider administration allowed during the entire publication day. Sanoma also
Sanoma’s Insider Policy complies with the Guidelines for recommends that the EMT members and persons engaged
Insiders issued by Nasdaq Helsinki Ltd. and other relevant in financial reporting do not trade in Sanoma’s financial
legislation, such as Market Abuse Regulation. instruments during the closed period or the publication day.

According to the Insider Policy, a person who has gained Members of the Board and EMT shall always check
inside information may not use the information by acquiring beforehand the appropriateness of trading with the
or disposing of Sanoma’s financial instruments (either on company secretary. Members of the Board and EMT may
his own or on a third-party's behalf, directly or indirectly), or also issue an explicit, documented trading programme,
give either direct or indirect advice on trading. which must comply with Nasdaq Helsinki Ltd. rules and

SANOMA ANNUAL REPORT 2023 ∙ 111


Audit FEES PAID TO THE COMPANY'S AUDITORS
The main function of the statutory audit is to verify that the Group Parent company
financial statements provide a true and fair view of the EUR million 2023 2022 2023 2022
Group’s financial performance and financial position for the Fees paid for audit services 1.4 1.4 0.3 0.4
OUR BUSINESSES financial year. Sanoma’s financial year is the calendar year. Fees paid for non-audit services 0.2 0.1 0.2 0.1
IN BRIEF

SUSTAINABILITY The auditor’s responsibility is to audit the Group’s and the


Parent Company’s financial statements and administration
GOVERNANCE in the respective financial year and to provide an auditors’

■ Corporate Governance opinion to the AGM. The auditor reports to the Board at least
Statement once a year.

Remuneration Report
According to the Articles of Association, Sanoma shall have
FINANCIALS one auditor, which shall be an auditing firm approved by
the Patent and Registration Office. The term of office of
the auditor expires at the end of the next AGM following
the election.

The 2023 AGM elected the Authorised Public Accounting


firm PricewaterhouseCoopers Oy as the statutory auditor of
the company. Samuli Perälä, Authorised Public Accountant,
acts as the Auditor in Charge.

PricewaterhouseCoopers Oy, with Samuli Perälä as the


Auditor in Charge, has acted as the statutory auditor of
the Company since the 2017 AGM. The Auditor shall be
reimbursed against an invoice approved by the Company.

SANOMA ANNUAL REPORT 2023 ∙ 112


Remuneration Report
OUR BUSINESSES This Remuneration Report sets out how Sanoma Letter from the Chair of
IN BRIEF Corporation has implemented its Remuneration Policy the HR Committee
SUSTAINABILITY in 2023, as adopted by the Annual General Meeting Dear shareholders,
(AGM) on 19 April 2023. The report includes information
GOVERNANCE concerning the remuneration of the Board of Directors and I am pleased to present Sanoma’s Remuneration Report
the President and CEO during the period 1 January−31 2023 on behalf of the HR Committee and the Board of
Corporate Governance
Statement December 2023. Susan Duinhoven acted as the President Directors.
■ Remuneration Report and CEO of Sanoma from October 2015 until 31 December
2023. This report describes her paid and earned 2023 was a solid year for Sanoma. Our net sales growth
FINANCIALS remuneration in 2023. Key principles of the remuneration and operational EBIT were driven by a strong performance
of Rob Kolkman, who started as the President and CEO of in Learning, while Media Finland managed to mitigate in
Sanoma on 1 January 2024 are available on sanoma.com. part the impact that lower advertising demand and cost
inflation had on its financials. We are in a good position
This Remuneration Report has been reviewed by Sanoma's to continue building on the long-term strengths of both
Human Resources Committee and approved by the Board. Learning and Media Finland. The underlying free cash flow
The shareholders will make an advisory decision on the improved as a result of active working capital management
adoption of the Remuneration Report at the Company's in Learning, and this mitigated the impact of the increased He has a clear view of how to continue executing and
AGM on 17 April 2024. This report is based on the seasonality of the business and improved the cash developing the strategy of future profitable growth,
recommendation of the Finnish Corporate Governance conversion. together with experienced leadership teams in both
Code 2020, as well as the provisions of the Finnish businesses. The Board wishes Rob every success in
Securities Market Act and Limited Liability Companies Act. In November, we announced that Sanoma’s long-time his new role.
President and CEO Susan Duinhoven had decided to resign
The AGM 2023 adopted a change to Sanoma’s after leading the company successfully for eight years. On Remuneration of Sanoma’s executives is designed
Remuneration Policy. According to the Policy, the behalf of the whole Board, I would like to extend my warmest around the following five principles as stated in the
performance period of the Performance Share Plans (PSP) thanks to Susan for her outstanding job in transforming Remuneration Policy:
may vary from one to three years (previously two years). Sanoma from a cross-media company operating in multiple
Hence, based on the updated Policy, the performance countries to a leading European K12 learning company and ■ support the business strategy,
period in the PSP 2023–2025 is one year (i.e. 2023), her exceptional commitment to Sanoma. The Board was ■ pay-for-performance,
followed by a two-year vesting period. The change is also delighted to appoint Rob Kolkman as the President and ■ pay competitively,
reflected in this Remuneration Report. CEO of Sanoma Corporation as of 1 January 2024. Rob is ■ encourage share ownership, and
an experienced and engaging growth leader, who knows ■ be fair, transparent, and simple in design.
Sanoma’s Remuneration Policy is available at sanoma.com. Sanoma’s business and people well.

SANOMA ANNUAL REPORT 2023 ∙ 113


In 2023, the HR Committee presented at the AGM an update applicable to the CEO’s or any other executive’s variable departing as a good-leaver under all circumstances, and
to the Remuneration Policy for adoption. The remuneration remuneration. all the earned performance shares (LTI) will be delivered to
principles remained the same, while the main update her in 2024−2026 (more information under Remuneration
related to the performance period of long-term, share- In line with the Remuneration Policy, Rob Kolkman’s of the CEO in 2023). No shares were earned from the PSP
OUR BUSINESSES based management incentives (LTI), which can now vary remuneration consists of base salary (EUR 571,428 excl. 2022−2024, in which the performance period was two
IN BRIEF from one to three years. For the 2023−2025 and 2024−2026 holiday allowance and fringe payments), short-term years (2022−2023).

SUSTAINABILITY Performance Share Plans (PSP), the performance period performance-based incentives (66.7% of base salary at the
is one year, followed by a two-year vesting period. The HR target level), long-term performance-based share incentives In 2023, the HR Committee supported the Board in
GOVERNANCE Committee considers that this optimises the long-term (150% of annual base on target level) and additional reviewing a variety of key activities. These included the
commitment of the key employees in the current volatile pension payment (EUR 85,714). The only variation in his implementation of the People Excellence Programme,
Corporate Governance
Statement operating environment and supports the company’s employment terms relates to the severance payment period, which is aimed at strengthening HR capabilities, as well
■ Remuneration Report continuing transformation. The KPIs used to measure the which to the benefit of the shareholders is six months, as Learning’s new HR system and the related change
performance remained the same as in the earlier plans i.e. instead of twelve months as defined in the Policy. The Board management and communications. The HR Committee
FINANCIALS adjusted free cash flow and operational EPS. considers this deviation temporary in nature. also focused on following up on learning and development
initiatives across the Group. With the aim of creating and
In line with the Policy, remuneration in 2023 supported the To encourage share ownership in Sanoma, shareholding strengthening the skills needed to ensure the Group’s
Group’s business strategy with a focus on creating long- guidelines for the CEO have been in place, and these also medium- and long-term success, the cultural change
term sustainable growth and shareholder value, while support and align shareholder and top-executive interests. required for the implementation of the 70/20/10 learning
also maintaining a strong focus on short-term financial Until their required shareholdings are achieved, the CEO framework (70% learning on the job, 20% learning from
results and cash flow. Compensation was performance- and the members of the EMT are required to hold, and not to peers and 10% classical training) is all seen as crucial.
based and designed to encourage the achievement sell, at least 50% of the net shares received as a reward. At
of short and long-term targets, while being balanced the end of December 2023, Susan Duinhoven held 601,010 Engaged employees and long-term performance-
between achieving long-term results and avoiding possible Sanoma shares, fulfilling the ownership requirement of based remuneration will play a pivotal role in achieving
undesired short-term risk-taking. In addition to the financial 75,000 shares since 2016, while Rob Kolkman held 44,675 Sanoma’s long-term targets and ambitions. With Sanoma’s
targets, sustainability targets continued to be emphasised shares (in comparison to the mentioned ownership continuing transformation and the current challenging
in the short-term incentives (STI). They included a data requirement). operating environment, it was a great pleasure to see that
and privacy related target with a weighting of 10% and the Employee Experience Index of the Group increased
an Employee Engagement Index target with an equal 10% The total compensation paid to the CEO Susan Duinhoven to the long-term target level of 7.5 (2022: 7.3). This will
weighting. The sustainability themes linked into STI target in 2023 decreased to EUR 1,363,032 (2022: 3,735,202). strengthen Sanoma’s ability to attract and retain talented
setting are reviewed on an annual basis, and a climate For the STIs included, it reflects Sanoma’s performance for employees.
target will be applied for the first time in 2024. the financial year 2022, and for the long-term incentives
(LTI) that of the financial year 2020. As regards earned Finally, on behalf of the HR Committee, I want to thank our
The decision-making process on remuneration, as defined remuneration in 2023, the performance outcome in the STI, teams and our shareholders for their continued support.
in the Remuneration Policy, has been followed in 2023. The 130%, will be paid to her in cash in spring 2024. For 2023,
Board did not observe any circumstances or activities that the performance outcome for the 2023−2025 Performance Julian Drinkall
would have resulted in the need to apply claw-back clauses Share Plan (PSP) was 130%. CEO Susan Duinhoven is Chair of the HR Committee

SANOMA ANNUAL REPORT 2023 ∙ 114


Remuneration aligned with long- Long-term business performance
term business performance
Sanoma is a leading European K12 learning company Key metrics of Sanoma's financial performance in the past five years are presented in the graphs below. In
operating in twelve countries and a leading digital media 2019−2023, total return to shareholders (share price development and dividends paid) was 3%.
OUR BUSINESSES company in Finland. In 2024−2026, Sanoma's strategic
IN BRIEF aims are to deliver increasing profitability and prepare
Operational EBIT excl. PPA, Free cash flow, Operational EPS,
SUSTAINABILITY for future growth through three strategic focus areas: 1) m€ m€ €1
Increasing profitability of Learning and Media Finland, 140 0.69
GOVERNANCE 2) Growing organically and through smaller in-market 131 0.65
197
189
acquisitions in Learning, and 3) Deleveraging the 175 112 0.58
Corporate Governance 105
Statement balance sheet. 157
95
0.50
135
■ Remuneration Report 0.39
Sanoma’s long-term financial and sustainability targets
FINANCIALS are unchanged. The financial targets relate to the Group’s
leverage, equity ratio and dividend and the SBU’s organic
growth and profitability. The sustainability targets are
linked to the key themes in Sanoma’s sustainability strategy
and are available in the Sustainability Report. In the longer
term, Sanoma’s strategic growth ambition is to increase the 2019 2020 2021 2022 2023 2019 2020 2021 2022 2023 2019 2020 2021 2022 2023
Group net sales to over EUR 2 billion by 2030, with at least
Free cash flow = Cash flow from operations 1 Continuing operations
75% coming from the learning business. In 2023, the share less capital expenditure
of the learning business of the Group’s net sales was 57%
and of the SBU's operational EBIT excl. PPA 79%. Total return,
Dividend per share,
€ %
0.54
0.52
0.50
3

0.37 0.37

-25

-42
1
2019 2020 2021 2022 2023 1 year 3 years 5 years

1 Board’s proposal to the AGM 2024

SANOMA ANNUAL REPORT 2023 ∙ 115


Development of compensation Development of CEO compensation (paid),
m€
Compensation of Sanoma's Board of Directors, President and CEO and average employee during the past five years is
4.0
presented below. -4%
3% 7%
OUR BUSINESSES 3.5
IN BRIEF 5-YEAR DEVELOPMENT OF REMUNERATION (PAID REMUNERATION PER YEAR), €
3.0
-63%
SUSTAINABILITY 2019 2020 2021 2022 2023 2.5

Chair of the Board 1 102,000 133,500 144,000 144,000 144,000 2.0


GOVERNANCE
Change y-o-y 0% 31% 8% 0% 0% 1.5
Corporate Governance Vice Chair of the Board 1 78,000 82,500 84,000 84,000 84,000
1.0
Statement Change y-o-y 0% 6% 2% 0% 0%
■ Remuneration Report 0.5
Member of the Board 1 66,000 70,500 72,000 72,000 72,000
0.0
FINANCIALS Change y-o-y 0% 7% 2% 0% 0%
2019 2020 2021 2022 2023
President and CEO 2 3,541,726 3,632,689 3,889,411 3,735,202 1,363,032
Change y-o-y 206% 3% 7% -4% -63%
Base salary paid
Sanoma employee 3 56,000 58,000 59,000 58,000 65,000 Short-term incentive (STI) paid,
Change y-o-y -1% 4% 2% 2% 12% based on performance in the previous year
Annual compensation ratio 65 64 67 65 21 Long-term incentive (LTI) paid,
(President and CEO to employee) 4 based on earlier earned PSP plans
Change y-o-y 5 210% -2% 5% -3% -68% Additional pension payment

1
Fixed fee
2
Susan Duinhoven has acted as the CEO of Sanoma from October 2015 until 31 December 2023
3
Average Sanoma employee remuneration is calculated by dividing the Group’s total salary costs by the average number of employees.
For 2019−2021, only continuing operations are included.
4
Annual total compensation for President and CEO / Average annual total compensation for all employees excluding President and CEO
5
Percentage change in annual total compensation of President and CEO / Average percentage change in annual total compensation for all
employees excluding President and CEO

SANOMA ANNUAL REPORT 2023 ∙ 116


Remuneration of the Board in 2023 REMUNERATION PAID TO THE MEMBERS OF THE BOARD IN 2023, €
In 2023, Board remuneration was based on the below
Meeting fees from Meeting fees from
resolution of the shareholders at the AGM 2023 on the Member Fixed fees Board meetings Committee meetings Total
monthly and meeting fees. Both the monthly fees and the
Pekka Ala-Pietilä (Chair) 144,000 0 6,000 150,000
OUR BUSINESSES meeting fees were unchanged compared to the previous
Nils Ittonen (Vice Chair) 84,000 0 16,500 100,500
IN BRIEF year. Board remuneration was paid in cash and totalled
Julian Drinkall 72,000 7,000 14,000 93,000
SUSTAINABILITY EUR 844,500 (2022: 833,500).
Rolf Grisebach 72,000 7,000 8,000 87,000

GOVERNANCE Anna Herlin 72,000 0 6,000 78,000


Monthly fees
Mika Ihamuotila 72,000 0 4,500 76,500
■ EUR 12,000 to Chair,
Corporate Governance Denise Koopmans 72,000 6,000 14,000 92,000
Statement ■ EUR 7,000 to Vice Chair and
Sebastian Langenskiöld 72,000 0 12,000 84,000
■ EUR 6,000 to members.
■ Remuneration Report
Eugenie van Wiechen 1 48,000 4,000 0 52,000
FINANCIALS Meeting fees Rafaela Seppälä 2 24,000 0 7,500 31,500

■ for Board members who reside outside Finland:


1
Member of the Board since 19 April 2023
EUR 1,000 / Board meeting where the member 2
Member of the Board until 19 April 2023
was present,
■ for members of the Board of Directors who reside
in Finland: No separate fee is paid for attending
Board meetings,
■ for the Chairs of Board’s Committees: EUR 3,500 /
Committee meeting participated,
■ for Committee members who reside outside Finland:
EUR 2,500 / Committee meeting where the member
was present and EUR 1,500 / Committee meeting
participated, and
■ for Committee members who reside in Finland:
EUR 1,500 / Committee meeting participated.

SANOMA ANNUAL REPORT 2023 ∙ 117


Remuneration of the CEO in 2023 REMUNERATION PAID TO THE CEO SUSAN DUINHOVEN IN 2023, €
Susan Duinhoven acted as the President and CEO of
Annual Additional Total
Sanoma from October 2015 until 31 December 2023. This short-term Long-term pension compensation
report describes her paid and earned remuneration in Base salary incentive 1 incentive 2 payment paid

OUR BUSINESSES 2023. Key principles of the remuneration of Rob Kolkman, 591,041 259,330 424,710 87,951 1,363,032
IN BRIEF who started as the President and CEO of Sanoma on

SUSTAINABILITY 1 January 2024, are available at sanoma.com. 1


Earned in 2022, paid in 2023
2
Earned based on performance in 2020 in PSP 2020−2022, paid as 48,550 gross shares on 1 March 2023 at share price of EUR 8.65
GOVERNANCE Paid remuneration in 2023
In 2023, the CEO Susan Duinhoven’s base salary equalled
Corporate Governance
Statement 46% (2022: 16%) of the total compensation paid to her
■ Remuneration Report (excluding additional pension payment), while variable, Earned remuneration in 2023 The LTI performance criteria (PSP 2023−2025) for the
performance-based compensation equalled 54% (2022: In 2023, the CEO Susan Duinhoven was offered three one-year performance period of 2023 were set by the
FINANCIALS 84%). Detailed information on the remuneration paid to performance-based incentive plans: a short-term Board at the beginning of the financial year. The CEO's
the CEO in 2019–2023 is available under Development of incentive (STI) and two share-based long-term earning opportunity in the PSP 2023−2025 was 100,000
compensation. incentives (LTI, Performance Share Plans 2023−2025 and shares (gross) at target level and 150,000 shares (gross)
2022−2024). The purpose of the short-term incentive at maximum level. The performance outcome in the LTI
is to incentivise for achieving stretched financial and was 130%, resulting from the financial performance of
Structure of paid non-financial short-term targets aligned with business the company in 2023. The earned share-based LTI reward
compensation in 2023,
strategy. The purpose of the LTI is to incentivise and related to PSP 2023−2025 will be paid in spring 2026.
%
support the development and execution of business
6%
strategies linked to long-term performance and The LTI performance criteria (PSP 2022−2024) for the
19% 31%
shareholder value creation, and to serve as a retention two-year performance period of 2022−2023 were set by
tool. Regarding the earned share-based LTI, CEO Susan the Board at the beginning of 2022. The CEO’s earning
Duinhoven will, according to an earlier agreement, be opportunity in the PSP 2022−2024 was 100,000 shares
treated on a good-leaver ground under all circumstances. (gross) at target level and 150,000 shares (gross)
at maximum level. The performance outcome in the
The STI performance criteria for the one-year performance PSP 2022−2024 was 0%, resulting from the financial
43% period of 2023 were set by the Board at the beginning of performance of the company in 2022−2023. There is no
the financial year. The CEO’s STI earning opportunity for earned share-based LTI reward related to PSP 2022−2024
Long-term incentive (LTI) 2023 was set at 66.7% of annual base salary at target level to be delivered in spring 2025.
Base salary and 100% at maximum level. The performance outcome
Short-term incentive (STI) in the STI was 130%, resulting from the financial and
Additional pension sustainability performance of the company in 2023. The
earned STI reward will be paid to her in spring 2024.

SANOMA ANNUAL REPORT 2023 ∙ 118


REMUNERATION EARNED BY THE CEO SUSAN DUINHOVEN IN 2023
Performance Earned reward,
STI 2023 criteria Weight outcome to be paid in 2024

Operational EBIT excl. PPA 40% 100%


Adjusted free cash flow 40% 150%
OUR BUSINESSES EUR 467,334
IN BRIEF Employee engagement survey 10% 150%
Data and privacy related sustainability target 10% 148%
SUSTAINABILITY

GOVERNANCE Earned reward


Performance (gross shares),
LTI, PSP 2023−2025 criteria Weight outcome to be paid in 2026
Corporate Governance
Statement Adjusted free cash flow in 2023 60% 150%
130,000
■ Remuneration Report Operational EPS in 2023 40% 100%

FINANCIALS
Performance Earned reward
LTI, PSP 2022−2024 criteria Weight outcome (gross shares)

Adjusted free cash flow in 2022−2023 60% 0%


-
Operational EPS in 2022−2023 40% 0%

Share-based incentives of the CEO Share-based incentives of the CEO Susan Duinhoven
Sanoma’s long-term remuneration framework is built
on share-based incentive plans, Performance Share PSP
2020–2022
Plans and Restricted Share Plans, which offer the Group’s
PSP
management an opportunity to earn Sanoma shares as 2021–2023
long-term incentives. The Performance Share Plan (PSP)
PSP
offers an opportunity to earn a predetermined number of 2022–2024
Sanoma shares as a reward for achieving performance PSP
targets set by the Board, and the Restricted Share Plan 2023–2025

(RSP) offers an opportunity to earn a predetermined


2020 2021 2022 2023 2024 2025 2026
number of Sanoma shares as reward for continuous service
and retention. More information on Sanoma’s long-term Board resolution Vesting period
share-based incentives is available at sanoma.com. Performance period Reward payment
Performance evaluation Shareholding guidelines

SANOMA ANNUAL REPORT 2023 ∙ 119


SUMMARY OF GRANTED, EARNED AND PAID SHARE-BASED INCENTIVES TO THE CEO SUSAN DUINHOVEN

Share price at Performance Granted reward Achieved reward Gross shares Net shares Delivery time
Plan Granted grant date Performance criteria period shares at target vs. target (100%) earned paid (payment)

Adjusted free cash flow and


OUR BUSINESSES PSP 2020−2022 7 February 2020 EUR 10.64 operational EPS in 2020 2020 50,000 1 97% 48,550 23,415 Spring 2023
IN BRIEF Adjusted free cash flow and
PSP 2021−2023 9 February 2021 EUR 17.00 operational EPS in 2021 2021 100,000 131% 130,600 Spring 2024
SUSTAINABILITY Adjusted free cash flow and
PSP 2022−2024 10 February 2022 EUR 13.54 operational EPS in 2022−2023 2022−2023 100,000 0% - Spring 2025
GOVERNANCE
Adjusted free cash flow and
PSP 2023−2025 10 February 2023 EUR 9.48 operational EPS in 2023 2023 100,000 130% 130,000 Spring 2026
Corporate Governance
Statement
1
Originally 100,000, halved in September 2020 due to the impact of the coronavirus pandemic
■ Remuneration Report

FINANCIALS
Shares conditionally granted to the CEO and members Adjustments when calculating ■ acquisitions and divestments taking place during the
of the Executive Management Team (EMT) under the PSP the performance outcome course of the year,
and RSP are subject to a share ownership requirement According to the key principles of the Remuneration Policy, ■ unforeseen items affecting comparability (IACs) for their
that is determined by the Board in accordance with the HR the STI and LTI performance criteria are set by the Board at impact on free cash flow,
Committee’s proposal. Until their required shareholding the beginning of the following performance periods: ■ changes in accounting policies or practices, and
is achieved, the CEO and the members of the EMT are ■ changes in budgeted and actual foreign exchange rates.
required to hold, and not to sell, at least 50% of the shares ■ for STIs the corresponding financial year,
received as a reward. ■ for LTI launched in 2022 the corresponding and the In 2023, some positive and negative adjustments in the
subsequent financial year (2022−2023), and performance criteria of adjusted free cash flow, operational
The CEO Susan Duinhoven has not been granted rewards ■ for LTI launched in 2021 and earlier, and in 2023, the EBIT excl. PPA and operational EPS were made, but the net
in the Restricted Share Plan (RSP) since 2017, when she corresponding financial year. impact was minor. The main adjustments were related to
was granted 50,000 restricted shares as compensation Learning’s efficiency improvement program Solar launched
for lower pension payments than originally contractually The financial criteria are typically linked to the ambitious in October 2023, and changes in foreign exchange rates.
agreed due to changes in the regulation. These shares were Group budget and plans approved by the Board, whereas
delivered in 2019. the sustainability criteria are linked to a clear performance
improvement compared to the previous year. However, the
In 2020−2023, the number of granted gross shares on- financial performance criteria may be adjusted during the
target level for the CEO Susan Duinhoven was 100,000 year for the following items that were not included in the
shares (previously 150,000). The final number of shares original budget and plans, subject to the Board approval at
earned will be based on the fulfilment of the earnings the recommendation of the HR Committee:
criteria decided annually by the Board.

SANOMA ANNUAL REPORT 2023 ∙ 120


Financials
OUR BUSINESSES Description of our financial performance in 2023
IN BRIEF

SUSTAINABILITY
Report of the
GOVERNANCE Board of Directors................................................ 122
Consolidated F ­ inancial Statements..... 163
FINANCIALS
Notes to the ­Consolidated ­
Report of the Financial Statements........................................ 168
Board of Directors Parent Company
Consolidated Financial Statements........................................ 235
Financial Statements Board’s proposal for
Parent Company distribution of profits......................................... 246
Financial Statements Signatures to the Financial
Boards proposal for Statements and the Report
distribution of profits of the Board of Directors................................. 247
Signatures of the Board
Auditor’s Report..................................................... 248
Information for investors................................ 253
Auditor’s Report
Information for investors

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compliant with the ESEF (European Single
Electronic Format) regulation.

SANOMA ANNUAL REPORT 2023 ∙ 121


OUR BUSINESSES
IN BRIEF Report of the
SUSTAINABILITY Board of Directors
GOVERNANCE
Strategic review...................................................................... 123
FINANCIALS Financial review..................................................................... 123
■ Report of the Financial position.................................................................. 125
Board of Directors Cash flow...................................................................................... 125
Consolidated Acquisitions and divestments..................................... 126
Financial Statements Events during the reporting period......................... 126
Parent Company Strategic Business Units.................................................. 127
Financial Statements
Personnel..................................................................................... 130
Boards proposal for Non-financial information............................................. 130
distribution of profits
EU Taxonomy disclosure................................................. 137
Signatures of the Board
Risks and risk management......................................... 142
Auditor’s Report Outlook for 2024..................................................................... 151
Information for investors Corporate Governance..................................................... 152
Annual General Meeting 2024.................................... 153
Dividend proposal................................................................ 153
Shares and shareholders................................................ 154
Events after the reporting period............................. 156
Alternative performance measures ...................... 156
Key indicators and share indicators...................... 157
Reconciliation of certain key figures...................... 161

SANOMA ANNUAL REPORT 2023 ∙ 122


Report of the Board of Directors
OUR BUSINESSES
IN BRIEF Strategic review In Media Finland, the strategic focus of the year was targets related to the development of accessibility of digital

SUSTAINABILITY In 2023, Sanoma continued to build the long-term in enhancing successful digital transformation both in learning content, the SBTi targets were already in March
competitive strengths of both Learning and Media Finland. newsmedia and entertainment to create a sustainable linked as KPIs to Sanoma’s EUR 300 million Revolving
GOVERNANCE The operating environment was challenging throughout the long-term competitive advantage and continue Credit Facility.
FINANCIALS year, while Sanoma managed well in partially mitigating implementing the established cost conscious way of
the direct and indirect impacts of cost and salary inflation, working, which partially mitigated the impact of high cost Sanoma is in a good position to continue building on the
■ Report of the higher interest rates and weakening consumer confidence inflation. Media Finland’s total subscription base grew long-term strengths of both Learning and Media Finland.
Board of Directors
in its financial performance. slightly as solid growth in digital subscriptions, driven by Its long-term financial and sustainability targets and
Consolidated the subscription video-on-demand (SVOD) service Ruutu+, 2030 growth ambition are unchanged (details available
Financial Statements
In October, it was announced that Learning is expected to offset the decline in print subscriptions. This led to a total of under Sanoma as an investment). In 2024–2026, the three
Parent Company reach its long-term profitability target (operational EBIT more than 900,000 subscribers paying for digital content in strategic focus areas of the Group are: 1) increasing the
Financial Statements
margin excl. PPA) of 23% in 2026 through the process and a country with approx. 2.7 million households. In B2B, digital profitability of Learning and Media Finland, 2) growing
Boards proposal for
efficiency program Solar. Program Solar is estimated to advertising demand was stable, while Sanoma’s market organically and through smaller in-market acquisitions in
distribution of profits
bring EUR 55 million operational efficiencies from 2026 share within domestic digital advertising increased. Media Learning and 3) deleveraging the balance sheet.
Signatures of the Board
onwards, and it consists of four streams: 1) organisational Finland has a reasonably balanced business portfolio, with
Auditor’s Report optimisation post curriculum renewals in Poland and 52% of net sales attributable to the relatively stable B2C Financial review
Information for investors Spain, 2) process improvements in publishing operations, business, mainly subscription, and 48% to the B2B business The Group’s net sales grew to EUR 1,393 million (2022:
3) continuing harmonisation of digital learning platforms, in 2023. Within B2B, print advertising represented only 17% 1,298). In Learning, significant net sales growth was
and 4) overhead and other optimisations across the of net sales. attributable to the acquired Italian and German business as
SBU. Higher than average price increases that were well as strong growth of learning content sales particularly
implemented in the beginning of the year to mitigate the Sustainability is deeply rooted into the purpose of Sanoma’s in Spain and Poland driven by curriculum renewals. In
inflation impact and strong demand in Spain related to learning and media businesses, which have a positive Media Finland, net sales declined slightly due to lower
the last year of the LOMLOE curriculum renewal led to impact on the lives of millions of people every day. During advertising sales. The Group’s organic net sales growth
strong 8% organic growth in the learning content business, the year, Sanoma’s sustainability work focused, among was 2% (2022: 1%), being 6% in Learning and -3% in
which in 2023 represented approx. 74% of Learning’s other things, on reducing its carbon footprint as well as Media Finland.
net sales. Integration of the local K12 learning content on developing diversity, equality and inclusion (DE&I),
business acquired in Italy in August 2022 was successful, leadership, ethical use of AI and suppliers’ sustainability Operational EBIT excl. PPA decreased to EUR 175 million
and according to plans was nearly completed during the practices across the Group. In November, Sanoma’s (2022: 189). Earnings improved in Learning mainly due to
year. Discontinuation of low-value contracts in the Dutch climate targets, which include ambitious reductions of strong organic growth and the contribution of the acquired
distribution business started and is expected to result CO2 emissions not only in Sanoma’s own operations, but Italian and German businesses. In Media Finland, earnings
in a clear net sales decline of that business in the short- also in the value chain by 2030, were validated by the decreased significantly driven by lower advertising sales
to mid-term. Science Based Targets initiative (SBTi). Together with

SANOMA ANNUAL REPORT 2023 ∙ 123


and cost inflation. Other operations’ earnings decreased Net financial items increased to EUR -31 million (2022: -13) as Net sales by SBU,
mainly due to higher bonus provisions. a result of a significant increase in interest rates. The average m€
interest rate of external loans was 3.6% (2022: 1.5%).
1,393
EBIT decreased to EUR 52 million (2022: 112) mainly due 1,298 Table
1,252
OUR BUSINESSES to lower operational earnings, the booking of the EUR 36 Result before taxes decreased to EUR 21 million (2022: 99)
IN BRIEF million VAT claim as an IAC in Media Finland in Q2 2023 and due to lower reported earnings and higher net financial 598
618
SUSTAINABILITY higher restructuring expenses resulting from Program Solar expenses. Income taxes were EUR 17 million (2022: 22) and 615

launched in October. The Group’s IACs increased to EUR -82 included a positive EUR 5 million adjustment related to the
GOVERNANCE million (2022: -38). The restructuring expenses included VAT claims in Q2 2023 and write-down of certain deferred
FINANCIALS EUR 22 million of costs related to Program Solar and tax assets in Q3 2023. Result for the period was EUR 4
795
integration costs of recent acquisitions. The impairments million (2022: 77). 637 681
■ Report of the and capital gains were mainly related to rental book fixed
Board of Directors
assets impairment, selling of a minor property in Finland, Operational earnings per share decreased to EUR 0.39
Consolidated recent minor M&As in Media Finland as well as a write- (2022: 0.65) and earnings per share to EUR -0.03 (2022: 2021 2022 2023
Financial Statements
down of assets related to the German Stark business, 0.47), being adversely impacted by clearly higher financial
Parent Company which was divested in early January 2024. PPAs increased expenses and the interest booked for the hybrid bond. Learning
Financial Statements Media Finland
to EUR 41 million (2022: 39) due to the acquisition in Italy
Boards proposal for
and Germany.
distribution of profits
Signatures of the Board
Operational EBIT
Auditor’s Report excl. PPA by SBU,
Information for investors IACS, PPAS AND RECONCILIATION OF OPERATIONAL EBIT m€
197 189
175
EUR million FY 2023 FY 2022
74 66 40
EBIT 51.7 112.0
Items affecting comparability (IACs)
Restructuring expenses -37.6 -27.2
Of which related to Program Solar -21.8
148
Impairments -13.3 -11.6 134 132
Capital gains/losses 4.6 0.9
VAT claims for years 2015–2018 and 2019–2021 -35.9
IACs total -82.3 -37.9 -10 -8 -13

Purchase price allocation adjustments and amortisations (PPAs) -41.3 -39.3 2021 2022 2023
Operational EBIT excl. PPA 175.4 189.3
Learning
A detailed reconciliation on SBU level is presented at the end of the Report of the Board of Directors in chapter Reconciliation
Media Finland
of certain key figures. Other operations

SANOMA ANNUAL REPORT 2023 ∙ 124


Financial position At the end of December 2023, the Group’s equity totalled Consequently, in 2023, the acquired businesses had
At the end of December 2023, net debt declined to EUR 640 EUR 799 million (2022: 702), including the hybrid bond a negative impact on the year-on-year change of the
million (2022: 823). In March, part of the debt financing of EUR 150 million, and the consolidated balance sheet reported free cash flow. Lower earnings in Media Finland
was replaced with a EUR 150 million hybrid bond that amounted to EUR 2,036 million (2022: 2,104). and higher interest paid on external debt had an adverse
OUR BUSINESSES is recognised as equity. The net debt also declined impact on free cash flow, while it was supported by lower
IN BRIEF compared to the end of September 2023 in line with the Cash flow taxes paid and lower capital expenditure. The Group’s free

SUSTAINABILITY annual seasonality of the learning business. The Group’s In 2023, the Group’s free cash flow totalled EUR 105 cash flow per share was EUR 0.64 (2022: 0.68).
committed Revolving Credit Facility of EUR 300 million was million (2022: 112). In Learning, active working capital
GOVERNANCE fully unused. Net debt to adjusted EBITDA ratio improved to management throughout the year led to a significant In 2023, capital expenditure included in the Group’s free
FINANCIALS 2.8 (2022: 3.2), being at the long-term target of below 3.0. improvement in operating cash flow. The Italian and cash flow decreased to EUR 43 million (2022: 53) and
Equity ratio improved to 42.5% (2022: 35.8%), being within German businesses acquired in August 2022 had a mainly consisted of growth investments in digital platforms
■ Report of the the long-term target range of 35–45%. More information significant positive impact on the free cash flow in 2022 due and ICT in Learning.
Board of Directors
on the hybrid bond is available under Events during the to the timing of the acquisition, when only the seasonally
Consolidated reporting period. cash positive months of the year were consolidated.
Financial Statements
Parent Company
Financial Statements
Boards proposal for
distribution of profits
Signatures of the Board Development of Free cash flow
Auditor’s Report financial position
140
Information for investors 3.2

2.8
823 112
2.4 0.86 105

640
616

0.68
40.6% 42.5%
0.64
35.8%

2021 2022 2023 2021 2022 2023

Net debt, m€ Free cash flow, m€


Net debt / adj.EBITDA Free cash flow per share, €
Equity ratio, %

SANOMA ANNUAL REPORT 2023 ∙ 125


Acquisitions and divestments On 18 October, Sanoma announced it has signed a new Media Finland Oy for the years 2015–2018, received from
There were no major acquisitions or divestments in 2023. EUR 100 million term loan facility agreement with OP the Finnish Tax Adjustment Board on 29 April 2021. The
Information on acquisitions and divestments conducted in Corporate Bank. Maturity of the new term loan is twelve case concerned the treatment of VAT of certain magazines
2022 and earlier is available at sanoma.com. months from the drawdown plus an extension option of ten that were printed in multiple locations in Europe, and
OUR BUSINESSES months at the discretion of Sanoma. Sanoma will withdraw processed in and distributed through a centralised logistics
IN BRIEF Events during the reporting period the loan in March 2024 and use the funds, together with its centre in Norway. Based on the payment decision by the
SUSTAINABILITY On 26 October, Sanoma announced that Sanoma other existing funding facilities, to repay the EUR 200 million Tax Adjustment Board, Sanoma paid approx. EUR 25 million
Learning’s operational EBIT margin excl. PPA is estimated bond, expiring on 18 March 2024. In addition, the maturity of VAT, penalties and interest in Q3 2021. According to the
GOVERNANCE to reach its long-term target level of 23% in 2026 (2023: of Sanoma’s EUR 300 million syndicated Revolving Credit Administrative Court’s decision and pursuant to the Tax
FINANCIALS 18.7%) supported by the new process and efficiency Facility (RCF) has been extended by one year to November Assessment Procedure Act, no tax was refunded to Sanoma.
improvement program, Solar. Annual operational 2026. The RCF is provided by a group of ten relationship On 16 December 2022, Sanoma announced it had received
■ Report of the efficiencies from Solar are estimated to amount to approx. banks and is currently fully unused. a similar payment decision based on the tax audits for
Board of Directors
EUR 55 million from 2026 onwards. Solar consists of the years 2019–2021, and paid approx. EUR 11 million of
Consolidated several workstreams across the learning business and On 16 June, Sanoma announced the composition of its VAT, penalties and interests in December 2022. Sanoma
Financial Statements
operations, including organisational optimisation post Shareholders’ Nomination Committee. The four largest also considered these claims for the years 2019-2021 fully
Parent Company curriculum renewals especially in Spain and Poland, shareholders have appointed the following members to unjustified and appealed the decision to the Finnish Tax
Financial Statements
process improvements in publishing operations across the Shareholders’ Nomination Committee: Juhani Mäkinen Adjustment Board, where the process is still ongoing. Based
Boards proposal for
learning material businesses in seven countries, continuing (Vice Chair of the Board, Jane and Aatos Erkko Foundation), on the Administrative Court’s decision on 8 June 2023,
distribution of profits
harmonisation of digital learning platforms started in 2022, Antti Herlin (Chair of the Board, Holding Manutas), Robin the VAT claims for the years 2015–2018 and 2019–2021,
Signatures of the Board
and overhead and other optimisation across the SBU. In Langenskiöld (3rd largest shareholder in Sanoma) and amounting to EUR 36 million, were booked as IACs in Media
Auditor’s Report 2023, Sanoma has booked EUR 22 million of costs related Rafaela Seppälä (4th largest shareholder in Sanoma). In Finland’s Q2 2023 result, and a positive EUR 5 million
Information for investors to Solar as items affecting comparability (IACs) in Sanoma its meeting on 16 June 2023, the Committee elected Juhani adjustment to the Group’s income taxes. The court decision
Learning’s result. In 2024, Solar-related costs booked as Mäkinen as a Chair of the Committee and invited Pekka Ala- had no impact on Sanoma’s free cash flow as the VAT
IACs are estimated to amount to approx. EUR 23 million. All Pietilä, Chair of Sanoma’s Board of Directors, to serve as an claims were pre-paid already in 2021 and 2022. Sanoma
organisational optimisation actions are subject to works expert in the Committee. has applied for a permission to appeal the 2015–2018
council negotiations and other local legal procedures. The decision to the Supreme Administrative Court. The VAT
implementation of Solar has started and is progressing on On 8 June, Sanoma announced that the Administrative regulations have changed as of 1 July 2021 and thus further
track, with 80% of the initiatives expected to be finalised Court had rejected Sanoma’s appeal that concerned the tax audits related to the matter are not expected.
during 2024. VAT payment decision regarding the tax audits at Sanoma

SANOMA ANNUAL REPORT 2023 ∙ 126


On 9 March, Sanoma announced that it will issue a EUR 150 Strategic Business Units
million hybrid bond. The funds are used for general corporate In 2023, Sanoma Group included two strategic business
purposes, including strengthening of the balance sheet to units (SBU), Learning and Media Finland.
increase the financial flexibility to support the execution of
OUR BUSINESSES the strategic plan. The issue date was 16 March. The hybrid
IN BRIEF bond bears a fixed coupon interest of 8.000% p.a. until 16

SUSTAINABILITY March 2026 payable annually, and, from the Reset Date, a
floating interest rate as defined in the terms and conditions
GOVERNANCE of the hybrid bond. Paying the interest on the hybrid bond is
FINANCIALS at the discretion of the company, however an obligation to
pay the interest arises if the company decides to distribute
■ Report of the dividends. Following the AGM’s decision on 19 April 2023 to
Board of Directors
distribute dividends, the obligation to pay the interest arose
Consolidated and the full annual interest of EUR 12 million was deducted
Financial Statements
from equity in Q2 2023. The interest will be paid in March
Parent Company 2024. The hybrid bond does not have a specified maturity
Financial Statements
date, but Sanoma is entitled to redeem it at its nominal
Boards proposal for
amount in whole on the Reset Date or on any interest
distribution of profits
payment date thereafter. The hybrid bond is subordinated to
Signatures of the Board
the company's other debt obligations and treated as equity
Auditor’s Report in Sanoma’s consolidated financial statements prepared in
Information for investors accordance with the IFRS. It does not confer to its holders the
rights of a shareholder and does not dilute the holdings of
the current shareholders.

On 2 March, Sanoma signed a Sustainability Side Letter


to add sustainability-linked KPIs to its EUR 300 million
Revolving Credit Facility signed in November 2022 with
ten banks. With the addition, a minor part of the pricing
of the loan will be linked to Sanoma’s sustainability
performance in reducing greenhouse gas emissions in line
with Sanoma's commitment to the Science Based Targets
initiative and developing inclusive learning solutions, more
specifically accessibility of digital learning content and
platforms. The KPIs will be measured annually and the
progress will be reported in Sanoma’s Sustainability Report
as well as directly to the lenders.

SANOMA ANNUAL REPORT 2023 ∙ 127


Net sales of Learning grew significantly and amounted to Capital expenditure amounted to EUR 34 million (2022:
Learning EUR 795 million (2022: 681). Growth of learning content 40) and mainly consisted of growth investments in digital
Sanoma Learning is one of the global leaders in sales was particularly strong in Spain and Poland, driven platforms and ICT.
K12 education, serving about 25 million students by the successful implementation of the recent curriculum
OUR BUSINESSES in 12 European countries. Our learning products renewals. In the Netherlands, sales of learning content
IN BRIEF and services enable teachers to develop the talents increased, while distribution sales declined mainly as low-

SUSTAINABILITY of every child to reach their potential. We offer value contracts were discontinued as planned. Successfully
printed and digital learning materials as well as implemented price increases also contributed to the strong
GOVERNANCE organic net sales growth of 6% (2022: 1%). TheExact
acquired
digital learning and teaching platforms for K12, i.e. value

FINANCIALS primary, secondary and vocational education, and Italian and German businesses made a EUR 119 million Net sales by country,
we aim to continue to grow our business in Europe (2022: 37) contribution to the net sales. The October 2022 m€
■ Report of the divestment of Eduarte, a Dutch student administration
and beyond. We develop our methodologies based
Board of Directors
on deep teacher and student insight and truly system provider for vocational education, reduced 51
Consolidated net sales. 82
understanding their individual needs. By combining 219
Financial Statements
our educational technologies and pedagogical
Parent Company Operational EBIT excl. PPA increased to EUR 148 million 61
Total
expertise, we create learning products and services
Financial Statements
with the highest learning impact. (2022: 132). Strong organic growth driven by successfully 795m€
Boards proposal for
implemented curriculum renewals in Spain and Poland, 105
distribution of profits
as well as price increases across the learning content 152
Signatures of the Board
businesses, contributed to the good earnings development. 126
Auditor’s Report KEY INDICATORS Earnings improvement was partly offset by inflation
Information for investors impact particularly in paper, printing and personnel costs.
EUR million 2023 2022 Change
The acquired Italian and German businesses had a solid The Netherlands
Net sales 795.2 681.0 17% Spain
positive contribution on earnings.
Operational EBITDA 1 237.6 212.8 12% Poland
Operational EBIT excl. PPA 2 148.4 131.8 13% Italy
EBIT grew to EUR 71 million (2022: 67), supported by
Margin 2 18.7% 19.4% Belgium
solid operational earnings performance. IACs increased
Finland
EBIT 70.6 67.2 5% to EUR -43 million (2022: -32) and consisted of, among Other countries and eliminations
Capital expenditure 33.8 40.4 -16% others, restructuring expenses related to Program
Average number of Solar, integration costs of recent acquisitions as well as
employees (FTE) 2,849 2,717 5%
impairments related to rental book fixed assets and a
¹ Excluding IACs write-down of assets related to the German Stark business,
2
Excluding IACs of EUR -43.4 million in 2023 (2022: -32.2) as well which was divested in early January 2024. PPAs increased
as PPA adjustments and amortisations of EUR 34.5 million in 2023
(2022: 32.5). to EUR 35 million (2022: 33) as a result of the acquisition in
Italy and Germany.
Full reconciliation of operational EBITDA and operational EBIT excl.
PPA is presented in a separate table at the end of the Report of the
Board of Directors in chapter Reconciliation of certain key figures.

SANOMA ANNUAL REPORT 2023 ∙ 128


decline was attributable to newsprint and TV, while digital
Net sales by category,
Media Finland advertising sales grew. Comparable subscription sales
m€
Media Finland is the leading cross-media company grew slightly, supported by price increases and a minor
in Finland, reaching 97% of all Finns weekly. We increase in the subscription base. The divestment of Supla’s
OUR BUSINESSES provide information, experiences, inspiration and audiobook operations during the first quarter had a small
IN BRIEF entertainment through multiple media platforms: adverse impact on the reported subscription sales. In other
newspapers, TV, radio, events, magazines, online sales, the solid performance of the events and festival
SUSTAINABILITY Total 273
and mobile channels. We have leading brands and business during its high season in the third quarter offset
GOVERNANCE 325 598m€
services, such as Helsingin Sanomat, Ilta-Sanomat, the decline in external printing sales. Organic net sales
FINANCIALS Aamulehti, Me Naiset, Aku Ankka, Nelonen, Ruutu, growth was -3% (2022: 0%).
Supla and Radio Suomipop. For advertisers, we are
■ Report of the a trusted partner with insight, impact and reach. According to the Finnish Advertising Trends survey for
Board of Directors
December 2023 by Kantar TNS, the advertising market in
Consolidated Finland declined by 4% year-on-year on a net basis in 2023.
Financial Statements Print
Advertising decreased in all categories relevant to Sanoma: Non-print
Parent Company by 13% in newspapers, by 15% in magazines, by 4% in
Financial Statements KEY INDICATORS
TV, by 2% in radio and by 2% online excluding search and
Boards proposal for EUR million 2023 2022 Change social media (0% including search and social media).
distribution of profits Net sales by category,
Net sales 597.8 618.1 -3%
Signatures of the Board m€
Operational EBITDA 1 132.4 150.2 -12% Operational EBIT excl. PPA decreased to EUR 40 million
Auditor’s Report Operational EBIT excl. PPA 2 39.8 65.8 -40% (2022: 66) mostly driven by lower advertising sales.
Information for investors Margin 2
6.7% 10.6% Personnel costs increased due to salary inflation and 94

EBIT -8.4 54.3 -115% normalised bonus provisions in comparison to the lower
38 219
Capital expenditure 8.6 8.9 -4% previous year levels. However, lower paper, printing and
Total
distribution costs as well as active cost containment
Average number of
employees (FTE) 2,144 2,160 -1% 598m€
actions supported profitability.
1
Excluding IACs
2
Excluding IACs of EUR -41.3 million in 2023 (2022: -4.6) as well EBIT declined to EUR -8 million (2022: 54) as a result of
246
as PPA adjustments and amortisations of EUR 6.8 million in 2023
(2022: 6.9).
lower operational earnings, the EUR 36 million VAT claims
for the years 2015–2021 booked as IACs in Q2 2023 and
Full reconciliation of operational EBITDA and operational EBIT excl. costs related to recent minor M&As. Consequently, the IACs
PPA is presented in a separate table at the end of the Report of the Advertising sales
Board of Directors in chapter Reconciliation of certain key figures. increased to EUR -41 million (2022: -5). PPAs were EUR 7 Subscription sales
million (2022: 7). Single copy sales
Net sales of Media Finland declined slightly and Other
amounted to EUR 598 million (2022: 618). Challenges in Capital expenditure amounted to EUR 9 million (2022: 9) and
the advertising markets continued throughout the year included mainly investments in technology and investments
resulting in 7% lower advertising sales. The majority of the in adapting offices to the hybrid way of working.

SANOMA ANNUAL REPORT 2023 ∙ 129


Personnel Non-financial information In late 2023, Sanoma conducted its first double materiality
In 2023, the average number of employees in full-time As a leading K12 learning company in Europe and a assessment following the CSRD and the reporting
equivalents (FTE) was 5,119 (2022: 5,018). The average leading digital media company in Finland, Sanoma plays requirements set in the ESRS. The results of the double
number of employees (FTE) per SBU was as follows: an important role in society and has a positive impact materiality assessment will be finalised during 2024 and
OUR BUSINESSES Learning 2,849 (2022: 2,717), Media Finland 2,144 (2022: on the lives of millions of people every day. Sanoma’s will determine which sustainability topics Sanoma will
IN BRIEF 2,160) and Other operations 125 (2022: 141). The increase Sustainability Strategy consists of six themes: Inclusive include in its CSRD report. Sanoma will publish its first

SUSTAINABILITY in the average number of employees in Learning was learning, Sustainable media, Valued people, Trustworthy CSRD report, including the results of the double materiality
mainly due to the acquired Italian and German business. data, Vital environment, and Responsible business assessment, in its Report of the Board of Directors for 2024.
GOVERNANCE practices. With its Sustainability Strategy, Sanoma is
FINANCIALS At the end of December, the number of employees (FTE) of committed to the United Nations’ Sustainable Development In March 2023, Sanoma signed a Sustainability Side
the Group was 5,017 (2022: 5,079). Goals (SDGs). Sanoma’s Code of Conduct and its policies Letter to add sustainability-linked KPIs to its EUR 300
■ Report of the and practices are built upon global conventions and million Revolving Credit Facility with ten banks, maturing
Board of Directors
In 2023, the employee benefit expenses grew to EUR 405 commitments and applied across the Group. The policies in November 2026. With the addition, a minor part of the
Consolidated million (2022: 356) due to salary inflation, higher bonus are approved by the Board of Directors. pricing of the loan is linked to Sanoma’s sustainability
Financial Statements
provisions and the increase in the number of employees performance in reducing greenhouse gas emissions in line
Parent Company resulting from the Italian and German acquisition and Sanoma’s Sustainability Strategy relates to the themes with Sanoma's commitment to the Science Based Targets
Financial Statements
insourcing of certain support operations. covered by the Non-Financial Reporting Directive (NFRD): initiative and developing inclusive learning solutions, more
Boards proposal for
environment, employee and social issues, human rights, specifically the accessibility of digital learning content and
distribution of profits
and anti-bribery and corruption. In addition to this NFRD platforms.
Signatures of the Board
Personnel by SBU, review, more information on sustainability is available in
Auditor’s Report FTE, average the Sustainability Report, which is prepared according Sanoma’s business model and its role and impacts in
Information for investors to the Global Reporting Initiative (GRI) standards, the the value chain are described in more detail in the value
5,018 5,119 Sustainability Accounting Standard Board’s (SASB) creation model. Risks related to non-financial aspects are
4,885
125
214
141 standards and the Task Force on Climate Related included in chapter Risks and risk management. Sanoma’s
Disclosures (TCFD) guidelines. Sanoma’s EU Taxonomy governance structure and framework is presented in the
2,160 2,144
2,072 Disclosure can be found in chapter EU Taxonomy disclosure Corporate Governance Statement.
of this report.

During 2023, Sanoma continued preparations for the


2,849
2,599 2,717 EU’s Corporate Sustainability Reporting Directive (CSRD)
214
125
and the reporting requirements of the related European
Sustainability Reporting Standards (ESRS). In September
2021 2022 2023 2023, the members of the Board of Directors and the
Group’s executive management were trained by the
Learning company’s auditor, PwC, on the impact of the CSRD on
Media Finland sustainability management and reporting, and especially
Other operations on the roles and responsibilities of the supervisory bodies.

SANOMA ANNUAL REPORT 2023 ∙ 130


Value creation model
The value creation model summarises Sanoma’s business model and its role and impacts in the value chain. Sanoma uses
resources and inputs in developing, producing and distributing learning and media content and offering services. The model
also describes the most material outputs of Sanoma’s business operations and their impacts on Sanoma’s audiences,
OUR BUSINESSES customers, society and other stakeholders. All figures presented in the model are for the year 2023.
IN BRIEF

SUSTAINABILITY

GOVERNANCE Inputs Business activities Outputs Impacts


FINANCIALS
Operational Operational, intellectual & social ■ Our products have a positive impact
■ Systems and applications Learning materials, ■ Modern learning materials, methods on the lives of millions of people
■ Report of the every day
■ Own and external printing facilities methods & and digital platforms
Board of Directors digital platforms ■ Our modern, high-quality materials,
■ Transportation and distribution ■ Independent, high-quality journalism
methods and digital platforms
Consolidated ■ User data ■ Local entertainment
support high learning results and
Financial Statements ■ Optimal reach and targeting contribute to the successful and
Human, social & intellectual
for successful and stable development of societies
Parent Company ■ Committed and diverse personnel responsible advertising ■ Our independent, high-quality
Financial Statements (more than 5,500 employees at the
■ Customer value by responsible
end of 2023) and freelancers, who journalism supports freedom
Boards proposal for Business use of data of speech and increases
have competence and know-how in Media content
development ■ New products and solutions to meet people’s awareness and
distribution of profits learning and media content creation,
innovation and development the changing customer needs intellectual capital
Signatures of the Board ■ Key stakeholder relations and Human
■ We enrich people’s lives by
engagement with teachers, Our products have a entertainment contributing to shared
Auditor’s Report ■ Engaged diverse employees values and experiences
readers and users to understand positive impact on the
lives of millions of people ■ Increased knowledge and know-how ■ We contribute to economic
Information for investors customers’ needs
every day. Financial growth via responsible advertising
Financial
■ Earnings1 175 m€ and employment
■ Equity 799 m€ Leadership Customers are
■ We support users' awareness about
■ Net debt 640 m€ and talent at the heart Advertising ■ Employee benefits 405 m€
of everything we do. the benefits of data and
management ■ Net financial items 31 m€
Natural their trust in our data integrity
We think and work ■ Taxes and employer charges 96 m€ ■ We play an active role in the
■ Energy used 39 GWh
according to our values. ■ Free cash flow 105 m€ responsible and forward-looking
■ Paper used 63,100 tonnes
■ Dividends paid 61 m€ development of the learning and
media industries
Natural ■ We work to minimise the environment
■ GHG emissions 108,900 tCO2e and climate impact across our
Data & privacy value chain

Governance framework
1
Operational EBIT excl. PPA

SANOMA ANNUAL REPORT 2023 ∙ 131


Valued people: Outcomes and performance By 2030, Sanoma aims for a 50/50 gender balance in
Social and employee matters In 2023, Sanoma employed more than 5,500 people managerial positions (i.e. managers with subordinates). In
Employees are at the centre of Sanoma’s strategy across 12 countries. Sanoma recruited 642 (2022: 963) 2023, 56% (2022: 56%) of all personnel were women and
and operations: this is the only way to ensure the level new employees, while 845 (2022: 892) employees left 44% (2022: 44%) men. The share of women who were team
OUR BUSINESSES of engagement and focus on results required for an the company, resulting in an average employee turnover managers increased to 47% (2022: 44%) and directors or
IN BRIEF organisation where creativity and people orientation of 13.3% (2022: 16.5%). The impact of the process and senior management to 45% (2022: 41%). The Board has

SUSTAINABILITY are key drivers. Our strategic growth ambition requires efficiency improvement program Solar in Learning is set a measurable objective regarding the representation
excellence, focus and full alignment from the employees, somewhat visible in the number of employees who left the of both genders: both genders shall be represented in the
GOVERNANCE together with strong capabilities to operate in the current company, having also an impact on the lower number of Board with the share of the under-represented gender
FINANCIALS challenging environment and lead Sanoma to a successful new hires. 42% (2022: 42%) of employees have worked for being at least 40%. Where two candidates are equally
future. The mix of characteristics of Sanoma as an employer Sanoma for more than ten years. qualified, priority will be given to the candidate of the
■ Report of the is quite unique: meaningful work with a strong purpose, a under-represented gender. In 2023, 33% (2022: 33%) of
Board of Directors
competitive offering and equal treatment, flexible working At the end of 2023, 70% (2022: 69%) of Sanoma employees Board members were women.
Consolidated arrangements, a collaborative environment and clear were covered by collective bargaining agreements.The
Financial Statements
opportunities to grow and develop. commitment to the right of freedom of association and
Parent Company collective bargaining is embedded into Sanoma’s Code
Financial Statements
Sanoma’s Diversity and Inclusion Policy sets the ambition of Conduct.
Boards proposal for
for a diverse and inclusive workplace with fair treatment
distribution of profits
and equal opportunities, non-discrimination, equal pay for Sanoma conducts an annual Employee Engagement Survey Gender diversity,
Signatures of the Board % at the end of 2023
equal roles, and gender-neutral experience. In most of the for all its employees. In 2023, the Employee Experience
Auditor’s Report Group’s operating countries, equality actions are centred Index (EEI) increased to 7.5 (2022: 7.3), reaching the long-
Board of
Information for investors around local equality and non-discrimination plans. In term target level and continuing to be above the industry Directors 33% 67%

2023, Sanoma continued advancing diversity, equity and benchmark level of 7.1. In 2023, the EEI result made up 10% Executive
Management 50% 50%
Team
inclusion (DE&I) following its long-term development plan of Sanoma’s short-term executive management incentives
Directors and
with the aim of improving equal opportunities. Sanoma has and the performance outcome on the Group level reached Senior 45% 55%
Management
zero tolerance for any form of discrimination, harassment or the maximum level of 150%. Managers
with 47% 53%
bullying at the workplace. Sanoma’s Code of Conduct sets Subordinates

out the general principles of ethical conduct and Sanoma’s RESULTS OF THE EMPLOYEE ENGAGEMENT SURVEY (EES) Employees 57% 43%
responsibilities as an employer.
2023 2022 2021

The Human Resources Committee is responsible for the Employee Experience Index (EEI) 1 7.5 7.3 7.3 Female
evaluation of related policies, practices, development Response rate % 92 87 90 Male
plans and the performance of the key executives. 1
EEI is a 10-item index measured in the annual employee
Sanoma’s human resources management model ensures engagement survey, scale 1–10
well-organised overall management and employee
participation in the development, implementation, and
evaluation of occupational health, safety and well-being.

SANOMA ANNUAL REPORT 2023 ∙ 132


Trustworthy data: similar identifiers. Media Finland has received an authority climate strategy and business model are compatible with
Privacy and information security decision from the Finnish Transport and Communications transitioning to a sustainable economy and limiting of
As both Learning and Media Finland offer digital content, Agency (Traficom) about its cookie practices in 2023, global warming to 1.5°C in line with the Paris Agreement.
matters related to information security and data which was appealed to the Helsinki Administrative Court to
OUR BUSINESSES protection are important for Sanoma. Sanoma’s Group- gain clarity on the technical scope and applicability of the In 2023, 94% (2022: 94%) of Sanoma’s greenhouse gas
IN BRIEF wide Privacy Programme ensures that the company ePrivacy Directive rules. emissions derived from its value chain (Scope 3) and 6%

SUSTAINABILITY continuously develops the responsible use of personal (2022: 6%) from its own operations. Scope 1 covers direct
data in compliance with privacy laws. Sanoma focuses on Outcomes and performance emissions from owned or controlled sources, including
GOVERNANCE fair and transparent practices defined in the Privacy and Sanoma closely follows the number of data breaches in reserve power consumption and company cars. Scope 2
FINANCIALS Data Protection Policy. Privacy is incorporated into product Learning and Media Finland. During 2023, there were 164 covers indirect emissions from the generation of purchased
and business development through Privacy and Security- (2022: 196) personal data breaches in total, out of which energy consumed in facilities, warehouses and printing
■ Report of the by-Design processes. Sanoma’s Privacy Programme is none (2022: 0) were considered major. Most of the minor houses used by Sanoma. Scope 3 includes all other indirect
Board of Directors
supported by a separate Information Security Programme breaches occurred mainly in Media Finland’s B2C sales emissions that occur in the company’s value chain.
Consolidated to build robust information security measures across the domain, and were typically related to a single customer’s
Financial Statements
organisation and to protect personal data and other key data. Sanoma did not receive any formal substantiated Sanoma’s target is to reduce Scope 1 and 2 own operations’
Parent Company data assets. There is a team of information security experts complaints, notices, orders or penalties related to personal GHG emissions by 42% by 2030 from a 2021 base year. In
Financial Statements
supporting the implementation of the Information Security data breaches from the regulatory authorities during 2023. Scope 3, Sanoma’s target is to reduce GHG emissions from
Boards proposal for
Policy and standards and implementing security controls purchased goods and services, fuel and energy-related
distribution of profits
consistently across the organisation. Consumers have the right to ask Sanoma as a data activities, and upstream transportation and distribution
Signatures of the Board
controller to provide them access to, and to correct or delete by 38% by 2030 from a 2021 base year. The Scope 3
Auditor’s Report Sanoma actively monitors relevant authority and industry their data, if needed. Media Finland received 120 (2022: 80) target applies to categories that have the biggest impact
Information for investors guidelines related to privacy and information security consumer requests for data access, deletion and portability, on Sanoma’s GHG emissions – printed products, services
and develops guidance and training to implement legal out of 1.4 million subscriptions in total. (e.g. as marketing, consulting, TV production services) and
requirements in practice. Internal Audit reviews the Privacy transportation. In addition to the science-based emission
and Data Protection Policy implementation on a regular In 2023, data and privacy related targets made up 10% of reduction targets, Sanoma aims to be carbon neutral in all
basis, and compliance is reported on a biannual basis Sanoma’s short-term executive management incentives operations in 2030. Climate-related risks and opportunities
to the Audit Committee. Third parties processing data on on target level. The performance outcome of 148% on the are reported according to the Task Force on Climate-related
Sanoma’s behalf are expected to contractually comply with Group level was close to the maximum level. Financial Disclosures (TCFD) framework, including a detailed
Sanoma’s Supplier Code of Conduct and Data Processing description of the management of climate-related topics.
Agreement, which defines and instructs suppliers on data Vital environment: Climate and biodiversity
protection measures that need to be implemented on Sanoma’s climate strategy is an important part of its 2030 In addition to climate action, Sanoma acts to safeguard
Sanoma’s behalf. business strategy, transforming the business to meet the biodiversity with a goal that all paper qualities used by
requirements of a low-carbon economy. In November Sanoma originate from sustainable, FSC or PEFC certified
The interpretation of the ePrivacy Directive remains 2023, the Science Based Targets initiative (SBTi) approved sources. The target was not achieved within the set time
unclear across the EU, which is why there have been Sanoma’s near-term science-based emission reduction line, the end of 2023, and during 2024, Sanoma will
various authority enforcement actions during 2021–2023 targets for its own operations (Scope 1 and 2) and value further intensify cooperation with suppliers to verify the
regarding consent practices for the use of cookies and chain (Scope 3). This validation confirms that Sanoma’s source of paper.

SANOMA ANNUAL REPORT 2023 ∙ 133


Sanoma owns two printing houses in Finland, which 11% (2022: +9%). This follows the prevailing media trend of
operate according to the ISO 14001 environmental consumers moving from printed to hybrid and digital media
management system. Sanoma monitors the use of paper products. In Learning, paper used also declined in 2023
and minimises the use of printing plates, ink, wetting water despite growing net sales. In 2023, the share of certified
OUR BUSINESSES additive, water and energy to minimise the greenhouse gas paper was 94% (2022: 94%). The total share of certified
IN BRIEF emissions. paper was impacted by the scarcity of certified paper

SUSTAINABILITY available in the market and Sanoma being unable to ensure


To manage the environmental impacts in the value chain, that only certified paper was provided for all orders. For
GOVERNANCE Sanoma’s key policies and principles include the Supplier 2024, Sanoma has agreed with newspaper and magazines
FINANCIALS Code of Conduct and the Paper Procurement Standard. All suppliers to increase the share of certified paper used
business partners and suppliers are expected to uphold to 100%. In Learning, the share of certified bookpaper
■ Report of the the Supplier Code of Conduct, a key element in Sanoma’s increased as a result of changing paper suppliers and
Board of Directors
supplier management system. The Supplier Code of source. During 2024, Learning will also cooperate with
Consolidated Conduct is included in the terms of contract with all key paper suppliers to ensure only certified paper is used.
Financial Statements
suppliers.
Parent Company
Financial Statements
Outcomes and performance
Boards proposal for
In 2023, Sanoma’s direct and indirect greenhouse gas
distribution of profits
(GHG) emissions totalled 108,900 tCO2e (2022: 145,100).
Signatures of the Board
Scope 1 and 2 emissions declined by 31% (2022: 7%)
Auditor’s Report compared to base year 2021. Emissions in Scope 3
Information for investors categories 1, 3 and 4, linked to the Scope 3 science-based
target, declined by 29% (2022: 8%). Sanoma’s emission
intensity declined despite the growth of the business.

The consumption of electricity, district heating and cooling


in both own and leased properties declined to 39 GWh
(2022: 43) mainly as a result of the AI optimisation of
heating, benefits from the earlier energy efficiency projects
and office floorspace restructurings. In total, 93% (2022:
92%) of electricity and 73% (2022: 57%) of all energy used
was fossil-free. Sanoma’s target was to use only fossil-free
by the end of 2023. The aim is to reach the target in 2024.

In 2023, the total amount on paper used was 63,100 (2022:


70,900) tonnes. Mainly driven by the decline of paper usage
in Media Finland, the amount of paper used declined by

SANOMA ANNUAL REPORT 2023 ∙ 134


GREENHOUSE GAS (GHG) EMISSIONS AND INTENSITY
Change 2023
vs. base year
2023 2022 2021 2021
Scope 1 and 2. Own operations direct and indirect GHG emissions total, tCO2e 6,200 8,300 9,000 -31%
OUR BUSINESSES Scope 3. Value chain indirect GHG emissions total, categories 1, 3 and 4, tCO2e 87,700 113,700 123,100 -29%
IN BRIEF
GHG emission intensity in own operations: Scope 1 and 2 GHG emissions,
tCO2e/employee 1.1 1.5 1.7
SUSTAINABILITY
GHG emission intensity in own and value chain: Scope 1, 2 and 3 GHG emissions,
GOVERNANCE tCO2e/employee 19.5 25.9 27.7
GHG emission intensity in own and value chain: Scope 1, 2 and 3 GHG emissions,
FINANCIALS tCO2e/ EUR 1,000 of net sales 0.08 0.11 0.12

■ Report of the Emissions calculated according to the GHG protocol. GHG emissions disclosure is described in detail in the Sustainability Report under
Board of Directors Reporting scope and practices.

Consolidated
Financial Statements ENERGY INTENSITY

Parent Company
Financial Statements 2023 2022 Change

Boards proposal for Energy consumption of the organisation, MWh 38,500 43,300 -11%
distribution of profits Share of fossil-free electricity used, % 93 92

Signatures of the Board Share of fossil-free energy used, % 73 57


Energy intensity, MWh/employee 6.9 7.7 -11%
Auditor’s Report
Information for investors

AMOUNT OF PAPER AND SHARE OF CERTIFIED PAPER

tonnes 2023 2022 Change


Newsprint 26,300 30,300 -13%
Magazine paper 4,600 6,000 -23%
Book paper 32,200 34,600 -7%
Total 63,100 70,900 -11%
Share of certified paper used, % 94 94

Includes paper used in Sanoma’s own printing facilities for its own and externally sold print products as well as paper acquired for products
printed by third parties. Book paper is used in Learning and newsprint and magazine paper in Media Finland.

SANOMA ANNUAL REPORT 2023 ∙ 135


Responsible business practices: Anti- gift and hospitality tool if necessary. When it comes to competition law, privacy, security and compliance with
bribery, anti-corruption, and potential public officials, gifts of any value must not be offered to supplier relationship management. As of 2022, the basic
adverse human rights impacts or accepted from public officials unless approved by a e-learning has been targeted at only new employees. It is
Sanoma is committed to respecting the international management team member. mandatory for all new employees. At the same time, existing
OUR BUSINESSES standards on human rights, freedom of speech, labour employees are reminded of ethics and principles of the Code
IN BRIEF conditions, environment and anti-corruption as defined Sanoma has a Know Your Counterparty (KYC) process through a mandatory refresher Code of Conduct e-learning,

SUSTAINABILITY in the Ten principles of the UN Global Compact, the UN to identify possible risks and non-compliance in doing which is updated annually. In 2023, this refresher e-learning
Guiding Principles on Business and Human Rights and business with third parties. Sanoma’s Supplier Code of covered also current topics such as safe corporate culture
GOVERNANCE the Universal Declaration of Human Rights. Sanoma Conduct (Supplier Code) sets out the ethical standards and AI. Sanoma currently tracks the completion rate of both
FINANCIALS also commits to respecting the ILO’s Declaration on and responsible business principles the suppliers are the Code of Conduct refresher e-learning and the basic
Fundamental Principles and Rights at Work. In its required to comply with and expected to also apply to their e-learning. As the refresher e-learning is targeted at all
■ Report of the operations and governance, Sanoma follows laws and employees, affiliates, and sub-contractors. The Supplier existing employees, Sanoma follows the completion rate of
Board of Directors
regulations applicable in its operating countries, ethical Code is an integral part of Sanoma’s standard contractual this e-learning as a key performance indicator from 2023
Consolidated guidelines set by the Sanoma Code of Conduct (Code) as procurement framework, including supplier selection, onwards, when the completion rate was 98% (2022: 95%).
Financial Statements
well as the Group’s internal policies and standards. Policies evaluation and performance appraisal. The Supplier Code In 2023, the cumulative completion rate of the basic Code of
Parent Company define how Sanoma’s operations are managed and give is based on recognised international standards, principles Conduct e-learning, covering the years 2021–2023 and both
Financial Statements
a framework to daily work. The Code and key policies are and best practices on human rights, labour conditions, existing and new employees, was 96% (2022: 98%). From
Boards proposal for
enforced annually through mandatory e-learning. All new environment and anti-corruption. 2024 onwards, the basic Code of Conduct e-learning rate will
distribution of profits
employees should complete the Code of Conduct e-learning only include new employees.
Signatures of the Board
in their first month of employment. In the newly acquired Sanoma’s first Human Rights Impact Assessment was
Auditor’s Report companies, the e-learning takes place within 3–6 months conducted as part of the UN Global Compact (UNGC) The supplier selection for new key suppliers follows
Information for investors after the acquisition is completed. Business and Human Rights Accelerator programme Sanoma’s strategic sourcing process, which incorporates the
in 2023. The programme was organised to support Supplier Code as a mandatory step in supplier evaluation.
Concerns about misconduct or unethical behaviour businesses in building a continuous human rights due Tracking is done for new suppliers with over EUR 100,000
may be reported anonymously via Sanoma’s externally diligence process and setting concrete targets to manage spend for the reporting year through Sanoma’s centralised
operated misconduct reporting system, Sanoma-WhistleB human rights-related risks. The assessment was conducted contract lifecycle management system. In 2023, 92% (2022:
hotline, which is available for employees and external following the due diligence process defined in the UN 86%) of new key suppliers had signed the Supplier Code.
stakeholders. Possible cases of misconduct or unethical Guiding Principles on Business and Human Rights and the
behaviour are also identified during internal audits or OECD Guidelines for Multinational Enterprises.
through other internal channels. All cases and conclusions
of investigations are reported to the Ethics and Compliance Outcomes and performance
Committee and the Audit Committee. Sanoma has two Code of Conduct e-learnings: a Code of
Conduct basic e-learning and a Code of Conduct refresher.
Sanoma’s Anti-Bribery and Corruption Policy gives specific In 2021, Sanoma renewed its Code of Conduct e-learnings
rules and monetary limits for received and given gifts (EUR and all employees, both existing and new, took the basic
75), and entertainment and hospitality (EUR 100), and sets Code of Conduct e-learning. It includes dedicated sections
out the process to seek further approval through a separate for general ethics, anti-bribery and corruption rules,

SANOMA ANNUAL REPORT 2023 ∙ 136


EU Taxonomy disclosure Sanoma’s environmental footprint is not significant, and as adaptation and therefore none of Sanoma’s activities are
a learning and media company, only a few of its businesses Taxonomy-aligned. None of Sanoma’s eligible activities
Consolidated disclosures pursuant are defined as Taxonomy-eligible activities, while none include any DNSH criteria. Sanoma has reviewed the
to Art. 8 Taxonomy Regulation are Taxonomy-aligned. Sanoma’s Taxonomy disclosure Minimum Safeguards criteria related to the Taxonomy
OUR BUSINESSES The EU’s Sustainable Finance Classification System is based on the third annual assessment of Taxonomy- and complies with respect to human rights, bribery and
IN BRIEF (‘Taxonomy’) is a system for defining environmentally eligibility and second annual assessment of Taxonomy- corruption, taxation and fair competition.
SUSTAINABILITY sustainable economic activities. According to the alignment. The assessment was conducted in internal
Taxonomy, an economic activity is classified as workshops with representatives from the businesses, The Taxonomy regulation and reporting requirements
GOVERNANCE environmentally sustainable if it contributes substantially sustainability and finance operations. will evolve in the coming years and Sanoma will continue
FINANCIALS to one or more of the six environmental objectives, does annually updating its Taxonomy assessment according to
no significant harm (DNSH) to the other environmental According to Sanoma’s assessment, the following the requirements.
■ Report of the objectives (i.e. complies with DNSH technical screening economic activities are identified as eligible under objective
Board of Directors
criteria in the delegated acts supplementing the Taxonomy 2) climate change adaptation: 8.2 Computer programming,
Consolidated Regulation) and complies with Minimum Safeguards consultancy and related activities (digital learning
Financial Statements
related to the OECD MNE Guidelines, the UNGPs, the businesses) and 8.3 Programming and broadcasting
Parent Company Declaration of the International Labour Organisation activities (TV and radio broadcasting business in Finland).
Financial Statements
on Fundamental Principles and Rights at Work and the Economic activities 13.1 Creative, arts and entertainment
Boards proposal for
International Bill of Human Rights. The six environmental activities (live events business in Finland) and 13.3 Motion
distribution of profits
objectives defined by the EU are: picture, video and television programme production,
Signatures of the Board
sound recording and music publishing activities (music
Auditor’s Report 1) climate change mitigation, publishing business in Finland) were also found to be
Information for investors 2) climate change adaptation, potentially eligible for Sanoma, but to avoid double
3) sustainable use and protection of water and marine counting, Sanoma reports all eligible turnover, capex and
resources, opex related to Nelonen Media and these activities under
4) transition to a circular economy, economic activity 8.3. According to Sanoma’s assessment,
5) pollution prevention and control and the Taxonomy’s economic activity 11 Education, only refers
6) protection and restoration of biodiversity and to the organising of public and private education, and thus
ecosystems. does not cover Learning’s business. The Taxonomy’s list
of potentially eligible activities does not include any news
For 2023, the eligibility of all six environmental objectives, media related economic activities and therefore Sanoma’s
with three KPIs – turnover, capex and opex – is reported news media business is not considered as an eligible
following the Taxonomy accounting policy. In addition, economic activity.
alignment is reported for climate change mitigation and
adaptation. Sanoma’s eligible activities only include potential
substantial contribution to objective 2) climate change
The Taxonomy currently focuses on the most carbon- adaptation. None of Sanoma’s eligible activities were
intensive industries, green energy and innovations. identified to substantially contribute to 2) climate change

SANOMA ANNUAL REPORT 2023 ∙ 137


Taxonomy accounting policy same formula as eligible activities, if the activity-specific
In Sanoma’s reporting, Taxonomy-eligible and Taxonomy- substantial contribution criteria would be met.
aligned turnover, capex and opex are only accounted once,
although some taxonomy-eligible businesses would be Taxonomy-eligible and aligned operating expenses:
OUR BUSINESSES eligible under several economic activities. Opex of Taxonomy-eligible activities is reported in relation
IN BRIEF to net opex. Net opex deviates from the Group’s operating
SUSTAINABILITY Taxonomy-eligible and aligned turnover: Turnover expenditure and includes direct non-capitalised costs
of Taxonomy-eligible economic activities is reported in related to the use of Sanoma’s taxonomy-eligible economic
GOVERNANCE relation to the Group’s total net sales (Note 2.2), which activities’ assets. The direct non-capitalised costs are
FINANCIALS means the turnover of products and services associated related to TV broadcasting, digital production, purchased
with Taxonomy-eligible economic activities is divided digital traffic, research and development (incl. related
■ Report of the with the Group’s consolidated net sales. The Taxonomy- employee benefit expenses), ICT development and short-
Board of Directors
eligible turnover includes net sales of activity 8.3. Net sales term leasing payments. Opex of Taxonomy-eligible activity
Consolidated of economic activity 8.2. is not included in the Taxonomy- 8.2 includes non-capitalised R&D costs (incl. employee
Financial Statements
eligible net sales, because this activity is not an enabling benefit expenses). Opex of Taxonomy-eligible activity
Parent Company activity. Enabling economic activities are a sub-category of 8.3 includes distribution expenses and direct employee
Financial Statements
environmentally sustainable economic activities under the expenses of broadcasting activities. Taxonomy-aligned
Boards proposal for
Taxonomy Regulation, which do not substantially contribute opex would be calculated following the same formula
distribution of profits
to climate change mitigation through their own performance. as eligible activities, if the activity specific substantial
Signatures of the Board
Taxonomy-aligned turnover would be calculated following contribution criteria would be met.
Auditor’s Report the same formula as eligible activities, if the activity-specific
Information for investors substantial contribution criteria would be met.

Taxonomy-eligible and aligned capital expenditure:


Capex of Taxonomy-eligible activities is reported in relation
to the Group’s total capex. Total capex includes additions
in the Group’s tangible and intangible assets during the
year. The Taxonomy-eligible capex includes additions
in the tangible and intangible assets of all Taxonomy-
eligible activities. According to the Taxonomy regulation,
the total acquisition value of TV programming rights is
considered as Taxonomy-eligible capex under the activity
8.3 forming a major part of Sanoma’s taxonomy-eligible
capex. In Sanoma’s financial reporting, the acquisition of TV
programming rights is excluded from the cash-based capex.
Taxonomy-aligned capex would be calculated following the

SANOMA ANNUAL REPORT 2023 ∙ 138


Proportion of turnover from products or services associated with Taxonomy-aligned economic activities – disclosure covering the year 2023

DNSH criteria
Financial year 2023 2023 Substantial contribution criteria (Does Not Significantly Harm)(h)
OUR BUSINESSES
IN BRIEF

Biodiversity (10)

Biodiversity (16)

Safeguards (17)
Climate Change

Climate Change

Climate Change

Climate Change
Adaptation (12)
Mitigation (11)
Proportion

Adaptation (6)
Mitigation (5)

Economy (15)
Pollution (14)
SUSTAINABILITY of Taxonomy

economy (9)
Pollution (8)

Water (13)
aligned (A.1.)

Water (7)

Minimum
or eligible

Circular

Circular
GOVERNANCE Proportion (A.2.) Category Category
Code Turnover of Turnover, turnover, enabling transitional
FINANCIALS Economic activities (1) (a) (2) (3) 2023 (4) 2022 (18) activity (19) activity (20)

Y; N; Y; N; Y; N; Y; N; Y; N; Y; N;
■ Report of the N/EL N/EL N/EL N/EL N/EL N/EL
Board of Directors MEUR % (b) (c) (b) (c) (b) (c) (b) (c) (b) (c) (b) (c) Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T

Consolidated A. TAXONOMY-ELIGIBLE ACTIVITIES


Financial Statements A.1. Environmentally sustainable activities (Taxonomy-aligned)
Parent Company Activity 8.2 Computer
Financial Statements programming, consultancy
and related activities CCA 8.2 0 0% N/EL N N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0%
Boards proposal for
Activity 8.3 Programming
distribution of profits and broadcasting activities CCA 8.3 0 0% N/EL N N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0% E
Signatures of the Board Turnover of
environmentally
Auditor’s Report sustainable activities
(Taxonomy-aligned) (A.1) 0 0% % 0% % % % % Y Y Y Y Y Y Y 0%
Information for investors
Of which Enabling 0 0% % 0% % % % % Y Y Y Y Y Y Y 0% E
Of which Transitional 0 0% % Y Y Y Y Y Y Y 0% T
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g)
EL; N/ EL; N/ EL; N/ EL; N/ EL; N/ EL; N/
EL (f) EL (f) EL (f) EL (f) EL (f) EL (f)
Activity 8.3 Programming
and broadcasting activities CCA 8.3 179 13% N/EL EL N/EL N/EL N/EL N/EL 14%
Turnover of Taxonomy-eligible but
not environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2) 179 13% % 13% % % % % 14%
A. Turnover of Taxonomy eligible
activities (A.1+A.2) 0 0% % 0% % % % % 0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-
non-eligible activities 1,214 87%
TOTAL 1,393 100%

SANOMA ANNUAL REPORT 2023 ∙ 139


Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities – disclosure covering the year 2023

DNSH criteria
Financial year 2023 2023 Substantial contribution criteria (Does Not Significantly Harm)(h)
OUR BUSINESSES
IN BRIEF

Biodiversity (10)

Biodiversity (16)

Safeguards (17)
Climate Change

Climate Change

Climate Change

Climate Change
Adaptation (12)
Mitigation (11)
Adaptation (6)
Mitigation (5)

Economy (15)
Pollution (14)
SUSTAINABILITY Proportion

economy (9)
Pollution (8)

Water (13)
of Taxonomy

Water (7)

Minimum
aligned (A.1.)

Circular

Circular
GOVERNANCE Proportion or eligible Category Category
Code CapEx of CapEx, (A.2.)CapEx, enabling transitional
FINANCIALS Economic activities (1) (a) (2) (3) 2023 (4) 2022(18) activity (19) activity (20)

Y; N; Y; N; Y; N; Y; N; Y; N; Y; N;
■ Report of the N/EL N/EL N/EL N/EL N/EL N/EL
Board of Directors MEUR % (b) (c) (b) (c) (b) (c) (b) (c) (b) (c) (b) (c) Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T

Consolidated A. TAXONOMY-ELIGIBLE ACTIVITIES


Financial Statements A.1. Environmentally sustainable activities (Taxonomy-aligned)
Parent Company Activity 8.2 Computer
Financial Statements programming, consultancy
and related activities CCA 8.2 0 0% N/EL N N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0%
Boards proposal for
Activity 8.3 Programming
distribution of profits and broadcasting activities CCA 8.3 0 0% N/EL N N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0% E
Signatures of the Board CapEx of environmentally
sustainable activities
Auditor’s Report (Taxonomy-aligned) (A.1) 0 0% % 0% % % % % Y Y Y Y Y Y Y 0%
Information for investors Of which Enabling 0 0% % 0% % % % % Y Y Y Y Y Y Y 0% E
Of which Transitional 0 0% % Y Y Y Y Y Y Y 0% T
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g)
EL; N/ EL; N/ EL; N/ EL; N/ EL; N/ EL; N/
EL (f) EL (f) EL (f) EL (f) EL (f) EL (f)
Activity 8.2 Computer
programming, consultancy
and related activities CCA 8.2 7 4% N/EL EL N/EL N/EL N/EL N/EL 3%
Activity 8.3 Programming
and broadcasting activities CCA 8.3 65 33% N/EL EL N/EL N/EL N/EL N/EL 18%
CapEx of Taxonomy-eligible but
not environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2) 72 37% % 37% % % % % 21%
A. CapEx of Taxonomy eligible
activities (A.1+A.2) 0 0% % 0% % % % % 0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-
non-eligible activities 125 63%
TOTAL 197 100%
SANOMA ANNUAL REPORT 2023 ∙ 140
Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities – disclosure covering the year 2023

DNSH criteria
Financial year 2023 2023 Substantial contribution criteria (Does Not Significantly Harm)(h)
OUR BUSINESSES
IN BRIEF

Biodiversity (10)

Biodiversity (16)

Safeguards (17)
Climate Change

Climate Change

Climate Change

Climate Change
Adaptation (12)
Mitigation (11)
Adaptation (6)
Mitigation (5)

Economy (15)
Pollution (14)
SUSTAINABILITY Proportion

economy (9)
Pollution (8)

Water (13)
of Taxonomy

Water (7)

Minimum
aligned (A.1.)

Circular

Circular
GOVERNANCE Proportion or eligible Category Category
Code OpEx of OpEx, (A.2.)OpEx, enabling transitional
FINANCIALS Economic activities (1) (a) (2) (3) 2023 (4) 2022(18) activity (19) activity (20)

Y; N; Y; N; Y; N; Y; N; Y; N; Y; N;
■ Report of the N/EL N/EL N/EL N/EL N/EL N/EL
Board of Directors MEUR % (b) (c) (b) (c) (b) (c) (b) (c) (b) (c) (b) (c) Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T

Consolidated A. TAXONOMY-ELIGIBLE ACTIVITIES


Financial Statements A.1. Environmentally sustainable activities (Taxonomy-aligned)
Parent Company Activity 8.2 Computer
Financial Statements programming, consultancy
and related activities CCA 8.2 0 0% N/EL N N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0%
Boards proposal for
Activity 8.3 Programming
distribution of profits and broadcasting activities CCA 8.3 0 0% N/EL N N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0% E
Signatures of the Board OpEx of environmentally
sustainable activities
Auditor’s Report (Taxonomy-aligned) (A.1) 0 0% % 0% % % % % Y Y Y Y Y Y Y 0%
Information for investors Of which Enabling 0 0% % 0% % % % % Y Y Y Y Y Y Y 0% E
Of which Transitional 0 0% % Y Y Y Y Y Y Y 0% T
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g)
EL; N/ EL; N/ EL; N/ EL; N/ EL; N/ EL; N/
EL (f) EL (f) EL (f) EL (f) EL (f) EL (f)
Activity 8.2 Computer
programming, consultancy
and related activities CCA 8.2 13 31% N/EL EL N/EL N/EL N/EL N/EL 30%
Activity 8.3 Programming
and broadcasting activities CCA 8.3 11 25% N/EL EL N/EL N/EL N/EL N/EL 21%
OpEx of Taxonomy-eligible but
not environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2) 24 56% % 56% % % % % 51%
A. OpEx of Taxonomy eligible
activities (A.1+A.2) 0 0% % 0% % % % % 0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-non-
eligible activities 19 44%
TOTAL 43 100%
SANOMA ANNUAL REPORT 2023 ∙ 141
Risks and risk management Strategic risks Sanoma will be able to integrate the businesses in the
Sanoma is exposed to numerous risks and opportunities, manner or within the timeframe anticipated and achieve
which may arise from its own operations or the changing Mergers & Acquisitions (M&A) the anticipated benefits of the acquisitions.
operating environment in the short-term or long-term. Sanoma’s strategic aim is to grow through acquisitions
OUR BUSINESSES primarily in Learning, but to a lesser extent also in Media To focus its business on areas where it has clear
IN BRIEF Sanoma divides its key risks into four main categories: Finland. In Learning, Sanoma is looking for growth competitive advantages and leading market positions,
SUSTAINABILITY strategic, operational, non-financial and financial risks. opportunities in K12 learning services with the current the Group has divested its non-core businesses in recent
focus on synergistic in-market acquisition opportunities years. For example, in 2023 the Group completed the
GOVERNANCE The most significant risks that could have a negative i.e. expanding its K12 offering in the current operating divestments of the Supla audiobooks business in Finland
FINANCIALS impact on Sanoma’s business, performance or financial countries. In Media Finland, Sanoma is interested in and the early morning newspaper delivery business in the
status are described below. Under the different categories, synergistic acquisitions in the chosen strategic focus areas Southern Finland region, Early Bird. At the very beginning
■ Report of the the most material risks are presented first. In addition to of news and feature, entertainment or B2B marketing of 2024, Sanoma divested its small exam preparation
Board of Directors
the risks presented in this review, currently unknown or solutions. However, Sanoma may not be able to identify business in Germany, Stark, which had become part of the
Consolidated immaterial risks may arise or become material in the future. suitable M&A opportunities or suitable targets may not Group in connection to the acquisition of Pearson’s local
Financial Statements
Significant near-term risks and uncertainties are reported be available at the right valuation. Even if suitable M&A K12 learning content business in Italy in August 2022, as
Parent Company on a continuous basis in each Interim Report. opportunities were identified and feasible, there are several well as its majority holding in Netwheels Oy. Sanoma may
Financial Statements
risks related to M&A transactions. M&A risks may relate divest additional businesses in order to further focus its
Boards proposal for
Sanoma’s Enterprise Risk Management Policy defines to unidentified liabilities of the target companies or their operations, or for other reasons. Any future divestments
distribution of profits
the Group-wide risk management principles, objectives, assets, changes in the market conditions, the inability may be affected by many factors, such as the availability
Signatures of the Board
roles, responsibilities and procedures also covering to ensure the right valuation and effective integration of of bank financing to potential buyers, interest rates and
Auditor’s Report sustainability and climate-related risks. The President acquisitions or that the anticipated economies of scale competitors’ capacity, all of which are beyond the Group’s
Information for investors and CEO, supported by the Executive Management Team, or synergies do not materialise. Future M&A transactions control, and may also lead to exposure to indemnity claims.
is responsible for defining risk management strategies, may also be financed with debt, increasing Sanoma’s There can be no assurance that the Group will succeed
procedures and setting risk management priorities. SBUs overall indebtedness, which may, in turn, adversely affect profitably in the divestment of certain assets or that such
are responsible for identifying, measuring, reporting and the availability, costs or other terms of future financing. divestments will be possible on acceptable terms, or at
managing risks. The updated risk assessment results, with Regulation of M&A activity by competition authorities may, all. Such divestments may also require attention from the
related ongoing or planned mitigation actions, are reported among other things, also restrict or delay the Group’s ability Group’s management, taking its attention away from the
to the Audit Committee and, further to the Board of Directors to engage in M&A transactions. management of ongoing business.
twice a year. Risk management and internal control
policies, processes, roles and responsibilities are presented In 2023, the Group announced a few small transactions, Sanoma is mitigating these risks by actively maintaining its
in more detail in the Corporate Governance Statement and including e.g. the acquisition of Marva Media’s regional industrial networks, proactively seeking potential targets,
in the Sustainability Report. news media business in Southwest Finland. The success of working with well-known parties in transaction processes
the recent acquisitions largely depends on the timely and and following its internal policies and procedures in the
efficient integration of the business operations, processes decision-making, organisation and follow-up concerning
and ways of working. The process of integrating the M&A transactions. Despite this, there can be no assurance
acquired businesses into Sanoma’s existing businesses that the acquisitions will be successful and that Sanoma
involves uncertainties, and there can be no assurance that will achieve its strategic aim of acquisition-based growth.

SANOMA ANNUAL REPORT 2023 ∙ 142


Changes in customer preferences, businesses and the strength of its media brands depend on projects within productivity, content production and
technology and industry trends its continued ability to identify and respond to constantly customer communication that enable it to capture potential
In learning, digital and blended (print and digital) learning shifting consumer preferences and industry trends, as upsides and mitigate potential risks of generative AI.
materials, methods and platforms have gradually been well as its ability to develop new and appealing products
OUR BUSINESSES gaining ground. Blended learning materials are seen to and services in a timely manner. Ongoing digitalisation is To mitigate these risks, Sanoma is continuously developing
IN BRIEF optimally support learning outcomes, although the usage currently the driving force behind many of these changes, digital and hybrid learning and media products and
SUSTAINABILITY of digital learning tools has continued to increase across and the increasing use of mobile devices is changing services. In addition, Sanoma maintains close and long-
most markets. In the learning material distribution services, the way people consume media. Print news media term relationships with schools, teachers and governing
GOVERNANCE the shift towards digital is being paralleled by a move from consumption is transforming to digital channels and bodies and typically sells digital solutions and printed
FINANCIALS renting and selling books towards subscription-based viewing time of free-to-air television is decreasing while materials together. The wide cross-media offering provides
commercial models, most notably in the Dutch market. online video-on-demand (VOD) consumption is increasing. Sanoma with a solid foundation to constantly develop its
■ Report of the Both of these trends and/or their acceleration or slow- The demand for advertising derived from printed media diverse offering to advertisers. However, there can be no
Board of Directors
down may have an effect on the operational performance, has also been in decline in recent years as advertisers assurance that Sanoma will be able to adjust to and meet
Consolidated financial performance and/or financial position of Learning. shift to digital channels, and this trend is expected to the changes in consumer preferences, industry trends
Financial Statements
In addition, Learning is, by nature, subject to seasonal continue. However, even the digital advertising ecosystem and technological developments in the future. Failure to
Parent Company fluctuation, with most of the sales and earnings accrued is changing. For example, advertisers’ preference for respond to market changes by developing and/or adopting
Financial Statements
during the second and third quarters when the new school performance-based advertising or the deprecation of third- new products and services, through both established and
Boards proposal for
year starts, which further increases the pressure to be able party cookies may result in changes in business models new platforms, on a competitive and profitable basis may
distribution of profits
to respond to changes in a timely manner. related to the sales of digital advertising. result in the Group losing market share in its established
Signatures of the Board
businesses to competitors.
Auditor’s Report On top of the key trends and market fluctuations over the In Media Finland, generative AI provides significant
Information for investors last years, generative AI has been introduced to the market, opportunities for productivity improvements and
providing Learning both opportunities and uncertainties. possibilities to accelerate technology development.
Applications of generative AI may bring efficiency gains Generative AI also supports journalism in creating new
in core processes related to, for example, method creation content and formats to reach more audiences and
and software development. In learning content, generative enhances customer communication and services. Risks
AI provides opportunities for personalisation, underpinning with generative AI include misuse of the Group’s data and
the value of curated, high-quality content published and content. AI advancements also pose risks to media brand
owned by Sanoma, albeit potentially adding competitive trust by creating seemingly credible content or increasing
pressure. As the speed in which new technologies develop the volume of AI-generated content that starts to compete
and penetrate the market is uncertain, there can be no with curated content.
assurance that Learning’s development work would keep it
ahead or aligned with market trends. In the Group, generative AI risks are mitigated by having
up-to-date AI principles and employee instructions, the
With the continued development of alternative forms right technology in place upfront, and by closely following
of media, particularly digital media, the Group’s media market developments. Sanoma has several ongoing

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Competitive environment Changes in applicable laws, copyright protected works affects the Group’s ability to
and threat of new entrants regulations or the political environment provide its customers with new products and services and
The learning and media markets in which the Group The Group’s operations are subject to various laws and may increase costs or impact the valuation of balance
operates are highly competitive and include many regulations in the countries in which the Group operates sheet items related to acquiring and managing copyrights.
OUR BUSINESSES regional, national and international companies. In media, and changes in such laws and regulations could have a
IN BRIEF competition is affected by the level of consolidation within material effect on Sanoma’s ability to conduct its business Data is an increasingly essential part of Sanoma’s
SUSTAINABILITY the Group’s markets as well as by the development of effectively. For example, changes in education or digital business, putting privacy and consumer trust at the core
alternative distribution channels, especially for digital platforms-related regulation could have a material effect of the Group’s daily operations. Regulatory changes and
GOVERNANCE products and services offered by the Group. Competition on Sanoma’s commercial propositions, technology or new guidance by authorities or regulatory enforcement
FINANCIALS may arise from large international media companies content investment needs, or financial performance. actions regarding the use of consumer or cookie data for
entering new geographic markets or expanding the Although legislation related to learning is typically country- commercial purposes could, therefore, have an adverse
■ Report of the distribution of their products and services to new specific, which limits the magnitude of said risk at the Group effect on Sanoma’s ability to utilise data in its business.
Board of Directors
distribution channels. Risks may arise if competitors are level, Sanoma faces an increased legislative risk in Poland For example, the proposed regulation of the European
Consolidated faster than the Group to adopt new technologies, such as and Spain, both of which are large markets and where Parliament and of the Council concerning the respect for
Financial Statements
generative AI and alternative forms of media or digital broad or abrupt education-related legislative changes private life and the protection of personal data in electronic
Parent Company destinations, catering to both consumer and advertiser could have a material effect on Learning. The introduction communications and repealing Directive 2002/58/EC
Financial Statements
needs. Additionally, consolidation within relevant markets or delay, pace, scope and timing of changes in education- (Regulation on Privacy and Electronic Communication) may
Boards proposal for
may increase existing competition or give rise to new related legislation, or their reflections in public educational require consent for telesales for subscriptions and may also
distribution of profits
entrants in the market. In Learning, there is a similar risk spending, in the markets in which Sanoma operates – have a negative impact on cookie-related usage and thus
Signatures of the Board
stemming from large international media companies, most notably in Poland or Spain, but potentially also other demand for digital advertising. This would have an effect
Auditor’s Report digital entrants, educational technology companies, open markets – may also influence the performance of Learning on business-to-consumer media sales and business-to-
Information for investors educational resources, user-generated content or digital as a whole. In media, any adverse developments affecting business advertising in both the news and VOD-businesses.
tools. Furthermore, Learning is exposed to competition also the freedom of the press or source protection could have an
from traditional publishers in different countries. adverse effect on the performance of Media Finland. The Group may also be faced with the risk of overregulation
on the European or national levels, or different, potentially
To mitigate these risks, the Group’s ability to compete Changes in taxation as well as in the interpretation of tax tighter national interpretations of the EU-level regulation in
effectively will require continuous efforts by the Group in, laws and practices may have an effect on the operations of its operating countries. In particular, this risk is seen to relate
among other things, sales and marketing, cost innovation the Group or on its financial performance (e.g. value-added to sustainability, compliance, intellectual property rights,
and investment in technology to respond to changes in the tax (VAT) applicable to Sanoma’s printed, digital and hybrid data protection, digital transformation, consumer protection,
markets. Although the Group currently holds strong positions products). accessibility and artificial intelligence (AI). Regarding AI, the
in its key markets, there can be no assurance that it will be EU has reached a political agreement on the proposed AI Act,
able to maintain these positions or that these positions will Tightening of consumer protection-related laws may expected to come into effect in 2026 and potentially having
enable the Group to compete effectively in the future. necessitate the amendment of some consumer media some impacts on certain products of Learning.
sales business models. Furthermore, the deterioration
of publishers’ and broadcasters’ copyright protection To mitigate these risks, Sanoma aims to anticipate any
or increase in legal obligations (such as reporting or changes by closely monitoring the regulatory developments
monetary obligations) towards original authors of and adapting its business models accordingly. However,

SANOMA ANNUAL REPORT 2023 ∙ 144


implementing changes to its business models in order to In Media Finland, risks associated with business and Operational risks
adapt to new regulations is likely to impose additional costs financial performance typically relate to advertising
and may take time. Violations of any applicable laws or demand and consumer spending. A significant proportion Changes in the economic conditions
regulations could also result in penalties and fines. of the Group’s sales is derived from advertising sales in Changes in the general economic conditions may
OUR BUSINESSES magazines, newspapers, television, radio and digital be reflected in Sanoma’s operational and financial
IN BRIEF General economic and market conditions media as well as circulation sales of printed media. Both performance. Cost inflation may continue to have some

SUSTAINABILITY The general economic and political conditions in Sanoma’s of these sources of income are sensitive to changes in the impact on Sanoma’s operating costs. The availability of
operating countries and overall industry trends could general economic environment and consumer confidence, newsprint paper, the paper quality most used by Sanoma,
GOVERNANCE influence Sanoma’s business activities and operational with advertising sales being historically somewhat more has recently remained at a good level. Weakened confidence
FINANCIALS performance. In addition to the increasing global risks, sensitive to economic downturns than circulation sales, among Finnish consumers, impacted by the war in Ukraine
including geopolitical unrest, the fluctuating costs and particularly in subscription sales. Moreover, changes in the as well as inflation and high interest rates, may have an
■ Report of the supply of global commodities, such as energy, and overall overall economic environment can affect Media Finland’s adverse impact on the demand for Media Finland’s products
Board of Directors
inflation, general economic conditions may be affected cost base, particularly the cost and availability of paper and services. In addition, the weakening of the euro against
Consolidated by various additional events that are beyond Sanoma’s and printing, as well as of personnel and distribution costs. main currencies, including the U.S. dollar, may increase the
Financial Statements
control, such as natural disasters or pandemics. Although In addition to increasing Media Finland’s direct operating cost of the goods and services Sanoma buys in currencies
Parent Company Sanoma’s diversified and well-balanced business portfolio costs, higher cost inflation may have an adverse indirect other than euro (e.g. hosting and TV content) and poses a
Financial Statements
to a certain extent mitigates this type of risk, it may cause impact on the demand for its products and services. risk to Sanoma’s financial performance, albeit part of the
Boards proposal for
disruption to Sanoma, its employees, markets, suppliers currency transaction risk is hedged with forward contracts.
distribution of profits
and customers, which could have a material adverse effect Changes in the geopolitical situation, particularly in Sanoma can partly mitigate these impacts on its financial
Signatures of the Board
on Sanoma’s business, operating model, financial condition Finland, could have an indirect impact on the business performance through, for example, costs management
Auditor’s Report and/or results of operations. operations and financial performance of Sanoma’s actions. These include Program Solar in Learning, which is
Information for investors businesses in Finland. expected to bring an annual EUR 55 million benefits from
In general, long- and mid-term cyclicality associated with the 2026 onwards. Failure in implementing the cost savings
performance of Learning relate to the development of public Sanoma’s diverse business portfolio and actions to manage actions related to Program Solar may have an impact on
and private education spending especially during curriculum the risks and costs related to prevailing and expected Sanoma’s financial performance in the coming years.
renewals, and may affect the demand of Learning content economic conditions, partially mitigate these risks. In
year-on-year. Moreover, changes in the overall economic 2023, approx. 57% (2022: 52%) of Sanoma’s net sales was
environment can affect Learning’s cost base, particularly derived from learning, approx. 20% (2022: 22%) from single
the cost and availability of paper and printing, as well as copy or subscription sales, approx. 3% (2022: 4%) from
of personnel. Such changes could also affect demand in print advertising, approx. 12% (2022: 14%) from non-print
segments, where the parents or students themselves (rather advertising and approx. 7% (2022: 7%) from other sales.
than the government or schools) pay for learning materials.
e.g. by increasing the demand for second-hand books. Such
segments constitute a minority of Learning’s business.

SANOMA ANNUAL REPORT 2023 ∙ 145


Data and privacy risks In addition, Sanoma is exposed to potential data breaches systems, as well as various internal systems for production
Data is an increasingly essential part of Sanoma’s resulting from unauthorised or accidental loss of or access control, customer relations management and supporting
products and services in both Learning and Media to personal data managed by Sanoma or by third parties functions. Information and communications technology
Finland. The Group holds large volumes of personal data, processing data on Sanoma’s behalf. For example, Sanoma’s security risks may relate to confidentiality, integrity and/or
OUR BUSINESSES including that of employees, customers and, in its digital or its third-party suppliers’ systems could be vulnerable to the availability of information, as well as to reliability and
IN BRIEF learning businesses, students and teachers. Sanoma is unauthorised access, misuse, breaches due to employee compliance of data processing. The risks can be divided

SUSTAINABILITY subject to the General Data Protection Regulation ((EU) error or malfeasance, computer viruses, attacks by hackers into physical risks, such as fire, sabotage and equipment
2016/679, “the GDPR”), which sets strict requirements for or other similar threats. Data is key in the development breakdown, and logical risks, such as information security
GOVERNANCE implementing data subject rights, and for companies to of Sanoma’s products and services, as it enables content risks, including increased threat of malware and cyber-
FINANCIALS demonstrate their accountability for complying with the and learning services to be better tailored to the needs of attacks, hacking of personal data or other sensitive data
regulation. Non-compliance with the GDPR in Sanoma’s customers, such as by providing individualised learning assets, and employee or software failure. Additionally, the
■ Report of the business and operations, or potential inadequacy of paths and even more compelling media content. Continuing fragmentation of the data landscape and legacy systems
Board of Directors
the data protection processes and practices may cause the use of data in the future is dependent on maintaining or failure in meeting customer needs or local requirements
Consolidated problems, difficulties or additional costs to Sanoma. Any the trust of customers, and potential data breaches could when developing or harmonising the digital offering could
Financial Statements
infringement of the GDPR could adversely affect Sanoma’s significantly undermine this trust. cause a delay or hinder the Group’s digitalisation.
Parent Company reputation. Furthermore, under the GDPR, a national data
Financial Statements
protection authority is vested with the power to impose To mitigate these risks, Sanoma’s key privacy To mitigate these risks, Sanoma has continuity and disaster
Boards proposal for
corrective actions, such as temporary or definitive bans implementation processes include conducting privacy recovery plans in place for its critical systems and clear
distribution of profits
on processing, and to impose administrative fines for impact assessments, data lifecycle management, responsibilities regarding information and communications
Signatures of the Board
breaches of the GDPR up to EUR 20 million or 4% of the negotiating data processing agreements with third parties, technology security. Information security controls include the
Auditor’s Report total worldwide annual turnover of a company. The information security measures to protect data, data breach use of threat intelligence capabilities, cyber security incident
Information for investors Directive on privacy and electronic communications management procedures and the implementation of data detection capabilities, identity and access management
2002/58/EC also imposes requirements for online data subject rights. However, there can be no assurance that data solutions, log management capabilities and the use of
collection and use. There have been various authority breaches will not occur despite these efforts to prevent such external information security audits. Sanoma’s insurance
enforcement actions across the EU since 2021 regarding breaches or, in the event that breaches occur, that Sanoma programme provides partial coverage for insurable
consent practices for the use of cookies and similar will be able to mitigate the effects of such a breach. This information security risk. Although Sanoma has several
identifiers. While these, along with the expected ePrivacy could lead to reputational damage which could ultimately information security control measures in place, there can
Regulation, are benefiting the media and advertising lead to Sanoma’s inability to effectively compete for future be no assurances that such measures will be adequate
industry in the long-term by creating a level playing field business and to potential cancellations of existing contracts. to prevent failures of one or more of the Group’s essential
for small media players, in the short-term they could also information and communications technology systems, which
have a negative impact on media through additional Information and Communications could cause disruptions to its business and reputational
costs. Although Sanoma runs a privacy programme Technology (ICT) damage resulting from possible data breaches.
that monitors development and enforcement of privacy Functioning and reliable information and communications
regulations, there can be no assurance that such technology systems are integral to the Group’s businesses
measures will be successful in ensuring compliance with and operations. The systems include online services, digital
privacy laws, which could lead to penalties, significant learning platforms, video-on-demand platforms, newspaper
remediation costs and reputational damage to Sanoma. and magazine subscriptions, advertising and delivery

SANOMA ANNUAL REPORT 2023 ∙ 146


Risks related to third parties In addition, certain advertising and marketing efforts are and standards, which could, for example, lead to legal
A broad network of third parties in a wide variety of countries executed with the help of third parties. The advertising processes and/or reputational damage. In addition,
plays an integral role in Sanoma’s daily operations. Third- technology ecosystem consists of players, such as cooperation with third parties may expose Sanoma to
party suppliers in Sanoma’s value chain include, among Google and Facebook, that have dominant market power, certain data-related risks.
OUR BUSINESSES others, technology solution and service providers, paper, which may lead to an imbalance in their agreements
IN BRIEF print and logistics suppliers as well as content providers with Sanoma. Sanoma participates in a class action by Intellectual Property Rights (IPRs)
SUSTAINABILITY for both Learning and Media Finland. Therefore, risks European publishers against Google regarding abuse of The Group’s products and services largely consist of
relating to the availability, price, quality, security and Google's dominant position in the advertising technology intellectual property delivered through a variety of media.
GOVERNANCE delivery schedules of third-party suppliers are material for ecosystem. Key intellectual property rights (“IPRs”) related to Sanoma’s
FINANCIALS Sanoma’s operations. These include, during recent years, products and services are copyrights including rights to
the increased use of external cloud-based services, the Sanoma’s daily business is dependent on its ability to make the copyright protected works available to the public,
■ Report of the functioning of which is strongly dependent on the usability identify sources of supply that meet Sanoma’s standards trademarks, business names, domains and know-how
Board of Directors
and accessibility of global internet connections. and identified business, technology and sustainability owned and licensed by the Group. In addition, the Group
Consolidated requirements, although Sanoma is not dependent on any conducts business in certain countries where the extent
Financial Statements
The expanding global supply chain risks that are a individual suppliers. To mitigate third-party-related risks, of effective legal protection and enforcement of IPRs may
Parent Company combination of, for example, geopolitics, the post- Sanoma follows the guiding principles of supplier risk differ and, therefore, cause uncertainty. Moreover, despite
Financial Statements
pandemic situation, the economic environment, high management set out in the Group’s Procurement Policy, trademark and copyright protection, third parties may copy,
Boards proposal for
inflation and production factors may result in much tighter Supplier Code of Conduct and legal framework. Most commercially exploit, infringe on or otherwise profit from
distribution of profits
supply market conditions and availability concerns. significant suppliers are selected through competitive the Group’s proprietary rights without authorisation. These
Signatures of the Board
The current global geopolitical and economic situation bidding and qualification processes. Suppliers and other unauthorised activities may be more easily facilitated by
Auditor’s Report may also cause delivery delays and cost overruns. To third parties are subject to a Know Your Counterparty the Internet and generative AI tools. The scarcity of Internet
Information for investors mitigate the risks inherent in its supply chain, Sanoma (KYC) process to identify any risks related to anti-bribery, and generative AI-specific legislation relating to trademark
has diversified its supplier base with a targeted sanctions regulations and other issues. and copyright protection or enforcement of rights, as well
selection of regional and local suppliers and developed as effective and concrete means to intervene with online
response strategies should disruption materialise. Close With suppliers most relevant to Sanoma’s business IPR infringements, create an additional challenge for the
cooperation with the suppliers helps Sanoma to assess and continuity, Sanoma has set up steering practices and Group in protecting its proprietary rights relating to its
understand which suppliers are most at risk under different supplier engagement to jointly mitigate identified risks. online business processes and other digital rights, and
circumstances. These include, for example, increasing the paper inventory failure to protect its proprietary rights or IPRs could result
and agreeing on steps to avoid problems with newspaper in the loss or diminution in value of these rights. Sanoma
Sanoma utilises freelancers to support its own editorial delivery. If any of the key suppliers had to be replaced also uses a high volume of third-party IPRs in its operations,
staff in content creation. The status of freelancers and abruptly, it could cause temporary business interruptions which exposes it to possible infringement claims from third
related copyright legislation development may vary by and/or increase costs. parties. Such claims could result in burdensome litigations
authority and country, but no individual case is estimated and additional costs as well as adversely affect Sanoma’s
to become material unless it escalates to concern a large Despite the processes and risk mitigation activities reputation, which could, in turn, have a negative impact on
group of freelancers working for Sanoma. The development that Sanoma has in place, Sanoma may not be able to Sanoma’s operations.
in the status of freelancers or the related regulation may, ensure that its suppliers or other third parties comply
however, also increase the related costs. with all relevant regulations and its internal policies

SANOMA ANNUAL REPORT 2023 ∙ 147


To mitigate these risks, the Group relies on copyright, Sanoma’s insurance programme provides coverage for the framework is set in Sanoma’s Code of Conduct and
trademark and other intellectual property laws as well as insurable hazard risks, subject to insurance terms and Diversity Policy. Sanoma measures employee engagement
its Group-wide IPR Policy and procedures to establish and conditions, but there can be no assurances that Sanoma’s on an annual basis, and the results are also linked to
protect its proprietary rights in these products. However, insurance coverage would adequately cover all or any of executive and senior management remuneration.
OUR BUSINESSES there can be no assurance that the Group’s proprietary such costs, if such an incident were to occur, which could
IN BRIEF rights will not be challenged, invalidated or circumvented. result in significant costs. Climate change-related risks
SUSTAINABILITY Sanoma’s most significant environmental impacts derive
Business interruption, health and Non-financial risks from greenhouse gas emissions caused by the energy
GOVERNANCE safety and hazard climate-related risks and materials used in Sanoma’s value chain, although
FINANCIALS Operational disruption to the Group’s business may be Talent attraction and retention Sanoma’s business is not highly carbon intensive. Due to
caused by a major disaster and/or external threats that The Group’s success depends on having competent, the nature of Sanoma’s business, no material climate risks
■ Report of the could restrict its ability to supply products and services skilled and engaged management and employees, and are expected to arise in the short-term. The availability and
Board of Directors
to its customers, including potential disruption such on their competencies and skills in developing appealing price of certified forest commodities and renewable energy
Consolidated as internet or energy availability in the Group’s main products and services in accordance with customer pose some risk for Sanoma and changes in them may
Financial Statements
operating countries. The Group is exposed to various needs in a changing environment. Recruiting and potentially have an adverse impact on the Group’s business
Parent Company health and safety and environmental risks, such as natural retaining skilled and motivated personnel may become and financial performance. In the long-term, Sanoma has
Financial Statements
disasters and hazards following climate change, that are increasingly difficult as a result of various factors, including identified low to medium impact risks related to carbon
Boards proposal for
beyond Sanoma’s control and that could cause business a shortage of skills in the labour market and intensifying pricing mechanisms, brand and changing customer
distribution of profits
interruption and result in significant costs. External threats competition for talent. In addition, Sanoma’s involvement behaviour as well as increased severity and frequency of
Signatures of the Board
including, but not limited to pandemics, terrorist attacks, in M&A transactions generally exposes it to the risk of extreme weather events such as cyclones or floods. The
Auditor’s Report strikes and weather conditions, could affect the Group’s employees, including senior management and other key effects of climate change are wide-ranging and may bring,
Information for investors businesses and employees, disrupting daily business employees, leaving before such projects are completed for example, considerable social uncertainty, which may in
activities. Also, any failure to maintain high levels of safety or the acquired businesses are integrated to Sanoma’s turn cause risks that are currently unidentified.
management could result in physical injury, sickness or existing business. Also, cultural differences, resistance to
liability to Sanoma’s employees, which could, in turn, result change or uncertainty around the successful adaptation of Sanoma mitigates climate-related risks through
in the impairment of Sanoma’s reputation or inability to new (hybrid and remote) working models may hinder the its ambitious climate strategy and by developing
attract and retain skilled employees. Group’s performance or transformation. Should the Group sustainability together with its stakeholders and working
fail to attract, retain, develop, train and motivate qualified, alongside its suppliers to improve their sustainability
Despite Sanoma’s operational policies, efficient and engaged and diverse employees at all levels, it could have performance by monitoring and collecting relevant data
accurate process management and contingency planning, an adverse effect on the Group’s profitability and value and using this to compare suppliers. To identify and
there can be no assurance that these will be sufficient in creation, competitiveness and development of its business control environmental and climate-related risks and
preventing any of the above-mentioned risks, or recovering operations in the long-term. opportunities, Sanoma evaluates them as part of its annual
from such risks. To mitigate potential hazard physical risks, risk-assessment process. In addition, Sanoma analyses its
Sanoma has continuity and disaster recovery plans in To mitigate these risks, Sanoma aims to enhance a climate-related risks and opportunities by using the Task
place for its critical systems and operations, but there can corporate culture that supports learning, innovation, Force on Climate-related Financial Disclosures (TCFD)
be, however, no assurance that these will be sufficient in creativity, diversity, managing continuous change, as framework, which is available in the Sustainability Report.
preventing such risks from impacting Sanoma negatively. well as ethical and efficient ways of working, for which

SANOMA ANNUAL REPORT 2023 ∙ 148


Risks related to human rights, Financial risks experienced, and may continue to experience, significant
anti-corruption and bribery volatility and liquidity disruption, for example, due to
Sanoma operates in twelve European countries and both Funding and liquidity risks high inflation, the impacts of the war in Ukraine or other
of its business segments use a wide network and variety of Under all circumstances, the Group seeks to maintain geopolitical unrest, which may adversely affect Sanoma’s
OUR BUSINESSES business partners that provide products and services. The adequate liquidity, which depends on a number of factors. funding costs and access to funding and ultimately affect
IN BRIEF business partners range from individual third-party content The Group’s liquidity risk relates to servicing debt, financing Sanoma’s ability to finance its operations.

SUSTAINABILITY providers to international paper and print producers and investments and retaining adequate working capital.
cloud-service providers (more information on risk related Sanoma aims to minimise its liquidity risks by ensuring A more detailed description of the funding and liquidity
GOVERNANCE to third-parties is available above under Operational risks). sufficient revenues, maintaining adequate committed risks and their management is available in the Financial
FINANCIALS Sanoma is committed to conducting business in a legal and credit limits, using several financing institutions and forms Statements, Note 5.2.
ethical manner in compliance with local and international of financing, and spreading loan repayment programmes
■ Report of the laws and regulations applicable to its business as well over a number of calendar years. The Group’s Treasury Interest rate risks
Board of Directors
as its Code of Conduct. Nevertheless, there is a risk that Policy sets minimum requirements for liquidity reserves. The Group’s interest rate risk is mainly related to changes
Consolidated Sanoma’s employees or business partners may act in a way in the reference rates and loan margins of floating rate
Financial Statements
that violates human rights or anti-corruption and bribery There can be no assurance that the Group will be able to loans in the Group’s loan portfolio. The Group manages its
Parent Company laws and regulations or they may act unethically. maintain a sufficient level of liquidity or that the Group will exposure to interest rate risk by ensuring that the interest
Financial Statements
be able to obtain, on a timely basis or at all, sufficient funds duration of the gross debt of the Group is within a certain
Boards proposal for
To mitigate these risks, all Sanoma employees, for example, on acceptable terms to provide adequate liquidity in the time range approved by the Board of Directors as part of
distribution of profits
must comply with Sanoma’s Code of Conduct, which event that cash flows from operations, unused committed the Group’s Treasury Policy. The Group may also manage its
Signatures of the Board
supports the international standards on human rights credit line and cash reserves prove to be insufficient. exposure to interest rate risk by using a mix of fixed rate and
Auditor’s Report and labour conditions and clearly prohibits all corruption Negative changes in the economic environment could affect floating rate loans or by utilising interest rate derivatives.
Information for investors and bribery. The requirements of the Code of Conduct the Group’s profitability and cash flow in a manner that
are extended to Sanoma’s suppliers through the Supplier could adversely impact the Group’s ability to comply with As a result of the floating rate loans, a significant rise in
Code of Conduct. Sanoma aims to ensure compliance with financial covenants in loan agreements. Failure to comply interest rates would lead to an increase in financial expenses
measures such as a mandatory e-learning course on the with the financial covenants could lead to mandatory limiting for example the Group’s ability to pay dividends.
Code of Conduct for all employees; however, there can be prepayment of loans. Failure to generate additional funds, For example, one percentage point increase in interest
no assurance that Sanoma’s internal control measures will whether from operations or additional debt or equity rates would cause a EUR 3 million (2022: 4) increase in net
detect and prevent misbehaviour by individual employees financings, may, for example, require the Group to delay financing costs. A failure to manage interest rate risk may
or third-party suppliers. Breaches of applicable laws and or abandon some or all of its strategy initiatives, including have an adverse effect on the Group’s financial condition.
regulations or corporate policies by Sanoma’s employees its strategic aim of acquisition-based growth, which could
or business partners may lead to legal processes, sanctions have a material adverse effect on the Group’s business, A more detailed description of the interest rate risks and
and fines, as well as reputational damage affecting financial condition or results of operations. In addition, any their management is available in the Financial Statements,
Sanoma’s operations, which could have a material adverse future adverse developments, such as a deterioration in the Note 5.2.
effect on Sanoma’s business, financial condition or results financial markets and a worsening of general economic
of operations. conditions, may adversely affect Sanoma’s ability to borrow Currency risks
additional funds as well as the cost and other terms of The majority of the Group’s cash flow from operations is
the funding. For example, global financial markets have denominated in euros. However, the Group is exposed to

SANOMA ANNUAL REPORT 2023 ∙ 149


some transaction risk resulting from cash flows generated Credit risks A more detailed description of the credit risks and their
from sales and expenses denominated in other currencies. The Group’s credit risks are related to its business management is available in the Financial Statements,
Group companies are responsible for monitoring and operations, that is, the risk of the Group not being able Note 5.2.
hedging material transaction risks related to their business to collect the payments for its receivables. The possible
OUR BUSINESSES operations in accordance with the Group’s Treasury weakening of the economy, for example due to high Risk of impairment of goodwill, immaterial rights
IN BRIEF Policy. The majority of the Group’s transaction risk in 2023 inflation, the impacts of the war in Ukraine or other and other intangible assets
SUSTAINABILITY was related to the procurement of IT services and TV geopolitical unrest, may increase the Group’s credit risk, As of 31 December 2023, the Group’s consolidated balance
programming rights, both denominated in U.S. dollars, the although potential concentrations of credit risk are offset sheet included EUR 1,533 million (2022: 1,551) in goodwill,
GOVERNANCE strengthening of which could significantly increase the by the Group’s diversified operations and the fact that no immaterial rights and other intangible assets compared
FINANCIALS Group’s operating costs. The Group has selectively entered individual customer or group of customers is material to the to consolidated equity of EUR 799 million (2022: 702),
into forward contracts as a means of hedging against Group. As part of the quarterly reporting, Sanoma reviews respectively. The majority of the balance of goodwill,
■ Report of the significant transaction risks. Internal funding transactions the potential changes on the expected credit losses and immaterial rights and other intangible assets are related
Board of Directors
within the Group are mainly carried out in the functional adjusts provisions accordingly if needed. In Learning, credit to Learning. In accordance with the International Financial
Consolidated currency of the subsidiary. Group Treasury is responsible for risk of certain customers with a high-risk profile is partially Reporting Standards (IFRS), instead of goodwill being
Financial Statements
monitoring and hedging the currency risks related to intra- covered by credit insurance. The Group’s operational units amortised regularly, it is tested for impairment on an
Parent Company group loans. Derivative instruments are used to hedge are responsible for managing credit risks related to their annual basis or more frequently if there is any indication of
Financial Statements
future cash flows, hence changes in their value will offset businesses. impairment. The impairment losses on goodwill, immaterial
Boards proposal for
changes in the value of cash flows at the time they are paid rights and other intangible assets for the year ended 31
distribution of profits
or received. The materialisation of any of these risks could Agreements that Sanoma has entered into with financial December 2023 totalled EUR 11 million (2022: 8). Changes
Signatures of the Board
have a materially adverse effect on the Group’s earnings institutions contain an element of risk of the counterparties in business fundamentals could lead to further impairment,
Auditor’s Report and cash flow directly, and there can be no assurance that being unable to meet their obligations, which could have thus negatively impacting Sanoma’s equity and equity-
Information for investors the hedging of these risks is sufficient. a material adverse effect on Sanoma’s business and related ratios. Furthermore, as Sanoma’s strategic aim
financial condition. The Group’s Treasury Policy specifies is to grow through acquisitions, material amounts of
The Group is also exposed to translation risk resulting from that financing, deposits and derivative transactions are goodwill, immaterial rights and other intangible assets
converting the income statement and balance sheet items carried out with counterparties of good credit standing might be recorded on Sanoma’s balance sheet and may be
of foreign subsidiaries into euros. A significant change in and divided between a sufficient number of counterparties impaired in the future in connection with the completions of
exchange rates may also have an effect on the value of the in order to protect financial assets. The Group has spread acquisitions.
businesses in Poland, Norway and Sweden. The Group did its credit risks efficiently by dealing with several financing
not hedge against translation risk in 2023, in accordance institutions. Sanoma’s ability to manage its financial The Group is exposed to seasonal fluctuation
with the Group’s Treasury Policy approved by the Board of counterparty-related risks depends on a number of The Group’s businesses are exposed to seasonal
Directors. factors, including market conditions affecting its financial fluctuation. For example, the Group’s learning business
counterparties, and there can be no assurance that has, by its nature, an annual cycle with strong seasonality.
A more detailed description of the currency risks and their Sanoma’s measures will be successful in preventing the Most net sales and earnings are accrued during the second
management is available in the Financial Statements, realisation of financial counterparty-related risks, which and third quarters, while the first and fourth quarters are
Note 5.2. could have a material adverse effect on Sanoma’s business typically loss-making. The acquisitions in Italy and Spain,
and financial condition. completed in 2020–2022, have further increased the overall
seasonality and the importance of the third quarter, when

SANOMA ANNUAL REPORT 2023 ∙ 150


the new school year starts, for the business. Shifts of single For example, the Finnish tax administration has performed million, were booked as items affecting comparability (IAC)
orders between quarters may have a material impact when tax audits in Sanoma Media Finland Oy covering the years in Media Finland’s Q2 2023 result. The court decision had
comparing quarterly net sales and earnings on a year-on- 2015–2021. In April 2021, the Finnish Tax Adjustment no impact on Sanoma’s free cash flow. The VAT regulations
year basis, and thus year-to-date figures typically provide Board accepted a claim based on tax audits at Media have changed as of 1 July 2021 and thus further tax audits
OUR BUSINESSES a more comprehensive picture of Learning’s business Finland in years 2015–2018 about the treatment of VAT of related to the matter are not expected.
IN BRIEF performance and development. certain magazines that were printed in multiple locations

SUSTAINABILITY in Europe and distributed through a centralised logistics A more detailed description of the Group’s financial
In the media business, net sales and earnings are centre in Norway. The decision was appealed to the risks and their management is available in the Financial
GOVERNANCE particularly affected by the development of advertising. Administrative Court, which rejected Sanoma’s appeal Statements, Note 5.2.
FINANCIALS Advertising sales are influenced, for example, by the in June 2023. Sanoma considers the claims unjustified
number of newspaper and magazine issues published and has applied for permission to appeal the 2015–2018 Outlook for 2024
■ Report of the each quarter, which varies annually. TV advertising in decision to the Supreme Administrative Court, where the In 2024, Sanoma expects that the Group’s reported net
Board of Directors
Finland is usually strongest in the second and fourth permission is pending. Sanoma paid the required VAT, the sales will be EUR 1.29–1.34 billion (2023: 1.4). The Group’s
Consolidated quarters. The events business in Finland is typically focused related penalty and interests of EUR 25 million in 2021 operational EBIT excl. PPA is expected to be EUR 160–180
Financial Statements
on the second and third quarters. in order to avoid further interest accumulation. The tax million (2023: 175).
Parent Company authorities have made an ex officio decision on a corporate
Financial Statements
Such seasonal fluctuations influence the Group’s net sales, income tax adjustment as a consequence of value-added Regarding the operating environment, Sanoma
Boards proposal for
EBIT and free cash flow and, thus, could have a material tax adjustment and refunded EUR 3 million of corporate expects that:
distribution of profits
adverse effect on Sanoma’s business, financial condition or income tax to Sanoma in 2021. In December 2022, Sanoma
Signatures of the Board ■ the advertising market in Finland will decline slightly and
results of operations and impact the comparability of the received a similar payment decision from the Finnish Tax
Auditor’s Report quarterly financial information of the Group. Administration regarding the tax audits at Sanoma Media ■ the development in the economies of the Group’s
Information for investors Finland Oy for the years 2019–2021, concerning the same operating countries is expected to be relatively stable.
Risks related to changes to tax laws or their business model and a similar distribution arrangement as
application or as a result of a tax audit described above. The decision was in line with the earlier
Sanoma’s tax burden depends on tax laws and regulations decision concerning the years 2015–2018 by the Finnish
and their application and interpretation. Changes in tax Tax Adjustment Board. Sanoma has appealed the decision
laws and regulations or their interpretation and application to the Finnish Tax Adjustment Board, but paid EUR 11
may increase Sanoma’s tax costs to a significant degree, million of VAT, penalties and interests in December 2022
which could have an adverse effect on Sanoma’s financial based on the decision in order to avoid further interest
condition and/or results of operations. In addition, accumulation. The tax authorities have made an ex officio
Sanoma may, at times, be subject to tax audits conducted decision on a corporate income tax adjustment as a
by national tax authorities. Tax audits or other auditing consequence of value-added tax adjustment and refunded
measures carried out by tax or other authorities could result EUR 2 million of corporate income tax to Sanoma in March
in an imposition of additional taxes (such as income taxes, 2023. Based on the Administrative Court’s decision received
value added taxes (VAT) and withholding taxes), which in June 2023, the VAT claims for years the 2015–2018 and
could lead to an increase in Sanoma’s tax liability. 2019–2021 with a total net amount of approx. EUR 30

SANOMA ANNUAL REPORT 2023 ∙ 151


■ for Committee members who reside in Finland: EUR
Corporate Governance The third instalment of EUR 0.11 per share was paid to a
1,500 / Committee meeting participated.
Separate Corporate Governance Statement 2023 shareholder who was registered in the shareholder register
and Remuneration Report 2023 can be found in the of the Company maintained by Euroclear Finland Ltd on the
Governance section. dividend record date 27 October 2023. The payment date The meeting fees of the Shareholders’ Nomination
OUR BUSINESSES for the instalment was 3 November 2023. Committee remain unchanged and are:
IN BRIEF Decisions of the Annual
SUSTAINABILITY General Meeting 2023 The AGM resolved that the number of the members of ■ for the Chair of the Shareholders’ Nomination Committee:
Sanoma Corporation’s Annual General Meeting (AGM) the Board of Directors shall be set at nine. Pekka Ala- EUR 3,500 / Committee meeting participated,
GOVERNANCE was held on 19 April 2023 in Helsinki. For the purposes of Pietilä, Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika ■ for members of the Shareholders’ Nomination Committee

FINANCIALS expanding the opportunities for shareholders’ participation, Ihamuotila, Nils Ittonen, Denise Koopmans and Sebastian who reside outside Finland: EUR 2,500 / Committee
the opportunity was reserved for the shareholders to Langenskiöld were re-elected as members, and Eugenie meeting where the member was present and EUR 1,500
■ Report of the exercise their rights by voting in advance. van Wiechen was elected as a new member of the Board / Committee meeting participated, and
Board of Directors ■ for members of the Shareholders’ Nomination Committee
of Directors. Pekka AlaPietilä was elected as the Chair of
Consolidated The meeting adopted the Financial Statements, the the Board and Nils Ittonen as the Vice Chair. The term of all who reside in Finland: EUR 1,500 / Committee meeting
Financial Statements
Board of Directors’ Report and the Auditor’s Report for Board members ends at the end of the AGM 2024. participated.
Parent Company the year 2022, as well as discharged the members of
Financial Statements
the Board of Directors and the President and CEO from The AGM resolved that the remuneration payable to the The AGM appointed audit firm PricewaterhouseCoopers
Boards proposal for
liability for the financial year 2022. In addition, the members of the Board of Directors remains unchanged. The Oy as the auditor of the Company with Samuli Perälä,
distribution of profits
meeting made an advisory decision on the adoption of the monthly remunerations are EUR 12,000 for the Chair of the Authorised Public Accountant, as the auditor with principal
Signatures of the Board
Remuneration Policy and the Remuneration Report of the Board of Directors, EUR 7,000 for the Vice Chair of the Board responsibility. The Auditor shall be reimbursed against
Auditor’s Report governing bodies. of Directors, and EUR 6,000 for the members of the Board of invoice approved by the Company.
Information for investors Directors.
The AGM resolved that a dividend on EUR 0.37 per The AGM resolved that § 10 of the Company’s Articles
share shall be paid. The dividend shall be paid in three The meeting fees are: of Association is amended to enable holding a general
instalments. The first instalment of EUR 0.13 per share meeting of shareholders entirely without a meeting venue
was paid to a shareholder who was registered in the ■ for Board members who reside outside Finland: EUR as a so-called remote meeting and that the notice to the
shareholder register of the Company maintained by 1,000 / Board meeting where the member was present, meeting may be published only on the Company’s website.
Euroclear Finland Ltd on the dividend record date 21 ■ for members of the Board of Directors who reside in Furthermore, §§ 11–12 will be abolished (as the substantive
April 2023. The payment date for this instalment was 28 Finland: No separate fee is paid for attending Board contents is incorporated into the revised § 10).
April 2023. meetings,
■ for the Chairs of Board of Directors’ Committees: EUR Board authorisations
The second instalment of EUR 0.13 per share was paid to a 3,500 / Committee meeting participated, The AGM authorised the Board of Directors to decide on the
shareholder who was registered in the shareholder register ■ for Committee members who reside outside Finland: repurchase of a maximum of 16,000,000 of the Company’s
of the Company maintained by Euroclear Finland Ltd on EUR 2,500 / Committee meeting where the member own shares (approx. 9.8% of all shares of the Company) in
the dividend record date 15 September 2023. The payment was present and EUR 1,500 / Committee meeting one or several instalments. The shares shall be repurchased
date for the instalment was 22 September 2023. participated, and with funds from the Company's unrestricted shareholders’
equity, and the repurchases shall reduce funds available

SANOMA ANNUAL REPORT 2023 ∙ 152


for distribution of profits. The authorisation will be valid Executive Management Team Dividend proposal
until 30 June 2024, and it terminates the corresponding In 2023, Sanoma’s Executive Management Team consisted On 31 December 2023, Sanoma Corporation’s distributable
authorisation granted by the AGM 2022. of the following members: Susan Duinhoven (President and funds were EUR 399 million, of which profit for the year
CEO), Alex Green (CFO), Pia Kalsta (CEO of Media Finland) made up EUR 1 million. Including the fund for non-restricted
OUR BUSINESSES The AGM authorised the Board of Directors to decide on and Rob Kolkman (CEO of Learning). As of 1 January 2024, equity of EUR 210 million, the distributable funds amounted
IN BRIEF issuance of new shares and the conveyance of the Company's Sanoma’s Executive Management Team consists of the to EUR 608 million. The Board of Directors proposes to the

SUSTAINABILITY own shares held by the Company (treasury shares) and the following members: Rob Kolkman (President and CEO), Alex Annual General Meeting that:
issuance of option rights and other special rights entitling Green (CFO) and Pia Kalsta (CEO of Media Finland).
GOVERNANCE to shares as specified in Chapter 10, Section 1 of the Finnish ■ A dividend of EUR 0.37 per share shall be paid for

FINANCIALS Companies Act. Option rights and other special rights Related party transactions the year 2023. The dividend shall be paid in three
entitling to shares as specified in Chapter 10, Section 1 of the Sanoma has a Related Party Policy, under which members instalments. The first instalment of EUR 0.13 per share
■ Report of the Finnish Companies Act may not be granted as part of the of the Board of Directors, the Executive Management Team shall be paid to a shareholder who is registered in the
Board of Directors shareholders’ register of the company maintained by
Company’s incentive programme. The Board will be entitled and the SBU management teams are under obligation to
Consolidated to decide on the issuance of a maximum of 16,000,000 new submit certain related party transactions, as defined in the Euroclear Finland Ltd on the dividend record date 19
Financial Statements
shares (approx. 9.8% of all shares of the Company) as well as Policy, for a prior approval. In addition, the Board Charter April 2024. The payment date for this instalment is 26
Parent Company conveyance of a maximum of 21,000,000 treasury shares held includes instructions for Board members’ conduct in related April 2024. The record date for the second instalment
Financial Statements
by the Company in one or several instalments. The issuance party transactions and other conflict of interest situations. of EUR 0.13 per share will be decided by the Board of
Boards proposal for Directors in September, and the second instalment shall
of shares, the conveyance of treasury shares and the granting
distribution of profits
of option rights and other special rights entitling to shares Sanoma reports related party transactions in accordance be paid in September 2024. The record date for the third
Signatures of the Board instalment of EUR 0.11 per share will be decided by the
may be done in deviation from the shareholders’ pre-emptive with IFRS. More information on transactions with related
Auditor’s Report right (directed issue). The authorisation will be valid until 30 parties is available in Financial Statements 2023, Note 6.1. Board of Directors in October, and the third instalment
Information for investors June 2024 and it will replace the corresponding authorisation shall be paid in November 2024.
granted by the AGM 2022. Annual General Meeting 2024 ■ The amount left in equity shall be EUR 548 million.
Sanoma’s Annual General Meeting 2024 will be held on
Changes in the management Wednesday, 17 April 2024 at 14:00 EET at Sanomatalo According to its Dividend Policy, Sanoma aims to pay an
On 6 November, President and CEO Susan Duinhoven (Töölönlahdenkatu 2, 00100 Helsinki). The shareholders increasing dividend, equal to 40–60% of the annual free
informed Sanoma’s Board of Directors that she will step of the Company and their proxy representatives can also cash flow. When proposing a dividend to the AGM, the
down from the role of President and CEO during the first exercise the shareholder’s rights by voting in advance Board of Directors looks at the general macro-economic
half of 2024. as well as by submitting counterproposals and asking environment, Sanoma’s current and target capital
questions in advance in accordance with the instructions structure, Sanoma’s future business plans and investment
On 20 November, the Board of Directors appointed Rob set out in the Notice to the Annual General Meeting of the needs, as well as both previous year’s cash flows and
Kolkman President and CEO of Sanoma Corporation as of Company published on 7 February 2024. expected future cash flows affecting capital structure.
1 January 2024. Rob succeeds Susan Duinhoven, who will
continue as executive advisor to the company until the end More information is available on the Company’s website
of March 2024 to support a solid transition to the new CEO sanoma.com.
and assist in strategic projects.

SANOMA ANNUAL REPORT 2023 ∙ 153


Shares and shareholders shares (2022: 15). Nasdaq Helsinki represented 83%
Sanoma has one series of shares, with all shares producing (2022: 83%) of the share turnover. (Source: Euroland)
equal voting rights and other shareholder rights. The
shares have no redemption and consent clauses, nor any Ownership structure and shareholders
OUR BUSINESSES other transfer restrictions. Sanoma share has no nominal The Board of Directors is not aware of any effective
IN BRIEF value or book value. agreements related to holdings in Sanoma shares and the

SUSTAINABILITY exercise of voting rights.


Share capital
GOVERNANCE At the end of December 2023, Sanoma’s registered share Sanoma had 24,756 (2022: 23,695) registered
FINANCIALS capital was EUR 71 million (2022: 71), and the total number shareholders at the end of December 2023.
of shares was 163,565,663 (2022: 163,565,663), including
■ Report of the 298,045 (2022: 387,895) of its own shares. Own shares On 31 December 2023, the combined holdings in the
Board of Directors
represented 0.2% (2022: 0.2%) of all shares and votes. The Company’s shares of the members of the Board of Directors,
Consolidated number of outstanding shares excluding Sanoma’s own the President and CEO, and the bodies they control (as
Financial Statements
shares was 163,267,618 (2022: 163,177,768). referred to in Chapter 2, Section 4 of the Finnish Securities
Parent Company Market Act) accounted for 0.9% (2022: 7.1%) of all shares
Financial Statements
In March 2023, Sanoma delivered a total of 89,850 (2022: and votes. More information on management shareholding
Boards proposal for
291,719) of its own shares (without consideration and after and remuneration is available in the Financial Statements,
distribution of profits
taxes) as part of its long-term share-based incentive plans. Note 6.3.
Signatures of the Board
Auditor’s Report Share trading and performance Flagging notification
Information for investors At the end of December 2023, Sanoma’s market On 8 May, Sanoma received an announcement from
capitalisation was EUR 1,135 million (2022: 1,602) with Rafaela Seppälä, in accordance with the Finnish Securities
Sanoma’s share closing at EUR 6.95 (2022: 9.82). In Market Act Chapter 9, Section 5. According to the
January–December 2023, the volume-weighted average announcement, the total holding of Sanoma Corporation’s
price of Sanoma’s share on Nasdaq Helsinki Ltd. was EUR shares and voting rights owned by Rafaela Seppälä fell
7.58 (2022: 12.56), with a low of EUR 5.91 (2022: 9.48) and below the level of 5% of the share capital of Sanoma
a high of EUR 10.30 (2022: 14.78). Corporation as a result of share transactions concluded
on 4 May 2023. The total holding of Rafaela Seppälä fell
In January–December 2023, the cumulative value of to 7,654,746 shares, corresponding to 4.68% of Sanoma’s
Sanoma’s share turnover on Nasdaq Helsinki Ltd. was EUR shares and voting rights.
166 million (2022: 156). The trading volume of 22 million
shares (2022: 12) equalled an average daily turnover of
87,000 shares (2022: 49,000). The traded shares accounted
for some 13% (2022: 8%) of the average number of shares.
Sanoma’s share turnover, including alternative trading
venues, CBOE DXE, Turquoise and Frankfurt, was 26 million

SANOMA ANNUAL REPORT 2023 ∙ 154


MAJOR SHAREHOLDERS 31 DECEMBER 2023 SHAREHOLDERS BY NUMBER OF SHARES HELD 31 DECEMBER 2023

Number of Number of
Shareholders Shares % of shares Number of shares shareholders % shares %
1 Jane and Aatos Erkko Foundation 39,820,286 24.35 1–100 8,908 35.98 413,400 0.25
OUR BUSINESSES 2 Holding Manutas Oy 21,585,000 13.20 101–500 8,912 36.00 2,439,554 1.49
IN BRIEF 3 Langenskiöld Robin 12,273,371 7.50 501–1,000 2,996 12.10 2,345,616 1.43
4 Seppälä Rafaela 7,654,746 4.68 1,001–5,000 3,103 12.53 6,828,887 4.18
SUSTAINABILITY
5 Varma Mutual Pension Insurance Company 5,538,352 3.39 5,001–10,000 404 1.63 2,880,283 1.76
GOVERNANCE 6 Helsingin Sanomat Foundation 4,701,570 2.87 10,001–50,000 312 1.26 5,901,729 3.61
FINANCIALS 7 Ilmarinen Mutual Pension Insurance Company 4,007,300 2.45 50,001– 100,000 51
Holdings by sector 0.21 3,640,026 2.23
8 Noyer Alex 3,213,277 1.96 100,001–500,000 31 December
43 2023,0.17 9,355,706 5.72
■ Report of the
9 Elo Mutual Pension Insurance Company 2,188,000 1.34 500,001 + % 27 0.11
3.3% 129,681,013 79.28
Board of Directors
10 Bernardin-Aubouin Lorna 1,852,470 1.13 Total 24,756 100.00 163,486,214 99.95
Consolidated 12.4%
Financial Statements 11 The State Pension Fund 1,760,000 1.08 In the joint book-entry account 16.6% 79,449 0.05
12 Foundation for Actors’ Old-Age Home 1,700,000 1.04 Number of shares issued 163,565,663 100.00
Parent Company
Financial Statements 13 Stiftelsen för Åbo Akademi 1,000,000 0.61
8.5%
14 OP-Finland 828,308 0.51
Boards proposal for 31.8%
distribution of profits 15 Säästöpankki Kotimaa Mutual Fund 822,431 0.50 HOLDINGS BY SECTOR 31 DECEMBER 2023
Holdings by sector
Signatures of the Board 16 Evli Finnish Small Cap Fund 775,000 0.47
31 December 2023,
17 Samfundet Folkhälsan i Svenska Finland 764,389 0.47 27.4%
Auditor’s Report % 3.3%
18 OP-Finland Small Firms Fund 699,169 0.43
Information for investors 12.4%
19 Langenskiöld Christoffer 645,996 0.39
16.6%
Private companies
20 Langenskiöld Sebastian 645,963 0.39
Financial and insurance institutions
20 largest shareholders total 112,475,628 68.76
Public sector organisations
Nominee registered 15,105,793 9.24 8.5%
Households
31.8%
Other shares 35,984,242 22.00 Non-profit organisations
Total 163,565,663 100.00 Foreigners
27.4%

Private companies
Financial and insurance institutions
Public sector organisations
Households
Non-profit organisations
Foreigners

SANOMA ANNUAL REPORT 2023 ∙ 155


Events after the reporting period On 8 January 2024, Sanoma divested Stark, an exam
On 1 February 2024, the Shareholders’ Nomination preparation business in Germany, which it acquired in
Committee proposed to the Annual General Meeting 2024 connection to the Italian K12 learning content business
that the number of the members of the Board of Directors from Pearson in August 2022. Net sales of the divested
OUR BUSINESSES is set at eight. The Nomination Committee also proposed business were approx. EUR 14 million in 2023 and the
IN BRIEF that Pekka Ala-Pietilä, Julian Drinkall, Rolf Grisebach, company employed 56 people who transferred to the buyer

SUSTAINABILITY Anna Herlin, Mika Ihamuotila, Sebastian Langenskiöld with the divestment.
and Eugenie van Wiechen are re-elected as members of
GOVERNANCE the Board of Directors. Nils Ittonen and Denise Koopmans Alternative performance measures
FINANCIALS have informed that they do not stand for re-election to the Sanoma presents certain financial performance measures
Board. Consequently, the Nomination Committee proposed on a non-IFRS basis as alternative performance measures
■ Report of the that Klaus Cawén shall be elected as a new member of (APMs). Sanoma considers that these alternative
Board of Directors
the Board. In addition, the Shareholders’ Nomination performance measures provide useful and relevant
Consolidated Committee has proposed that Pekka Ala-Pietilä is elected supplemental information to the management and
Financial Statements
as the Chair and Klaus Cawén as the Vice Chair of the investors on Sanoma’s financial performance, financial
Parent Company Board of Directors. The proposed Board members have position or cash flows. Certain APMs exclude certain
Financial Statements
all given their consent to being elected. The term of all the non-operational or non-cash valuation items affecting
Boards proposal for
Board members ends at the end of the Annual General comparability (IACs) and are provided to reflect the
distribution of profits
Meeting 2025. The Shareholders’ Nomination Committee underlying business performance and to enhance
Signatures of the Board
also proposed that the monthly remuneration payable comparability between reporting periods. The APMs
Auditor’s Report as well as the meeting fees of the members of the Board should not be considered as a substitute for performance
Information for investors of Directors remain unchanged. Essential biographical measures in accordance with IFRS.
information on all Board member candidates is available at
sanoma.com. Definitions of key IFRS indicators and APMs are
available in chapter Key indicators and share indicators.
On 18 January 2024, Sanoma announced to divest its Reconciliations are available in chapter Reconciliation of
majority holding in Netwheels Oy to Alma Media. Net sales certain key figures.
of the divested business were approx. EUR 8 million in 2023
and the company employed 29 people who will transfer to
the buyer at completion. The transaction was completed at
the end of January.

SANOMA ANNUAL REPORT 2023 ∙ 156


Key indicators and share indicators

Key indicators

OUR BUSINESSES EUR million 2023 2022 2021 2020 2019


IN BRIEF Net sales 1
1,392.9 1,298.3 1,251.6 1,061.7 912.6
Operational EBITDA 1 358.3 355.4 361.0 309.9 276.8
SUSTAINABILITY
% of net sales 1 25.7 27.4 28.8 29.2 30.3
GOVERNANCE Operational EBIT excl. PPA 1 175.4 189.3 197.2 156.5 137.6
% of net sales 1 12.6 14.6 15.8 14.7 15.1
FINANCIALS
Items affecting comparability in EBIT 1
-82.3 -37.9 -15.8 135.9 -22.5
■ Report of the Purchase price allocation adjustments and amortisations (PPAs) 1 41.3 39.3 39.0 22.3 10.5
Board of Directors EBIT ¹ 51.7 112.0 142.4 270.1 104.5
Consolidated % of net sales 1 3.7 8.6 11.4 25.4 11.5
Financial Statements Result before taxes 1 20.6 99.2 133.8 261.0 82.7
Parent Company % of net sales 1 1.5 7.6 10.7 24.6 9.1
Financial Statements Result for the period from continuing operations 1
4.1 77.0 101.4 237.8 64.8
Boards proposal for % of net sales 1 0.3 5.9 8.1 22.4 7.1
distribution of profits Result for the period 4.1 77.0 101.2 247.1 13.3

Signatures of the Board % of net sales 0.3 5.9 8.1 23.3 1.5
Balance sheet total 2,036.6 2,103.6 1,932.5 2,048.3 1,997.9
Auditor’s Report
Capital expenditure 43.1 52.9 41.7 42.5 31.7
Information for investors % of net sales 3.1 4.1 3.3 3.7 2.5
Free cash flow 105.1 111.7 139.7 94.8 131.3
Return on equity (ROE), % 0.5 11.2 14.7 40.7 2.2
Return on investment (ROI), % 3.5 7.7 10.2 24.0 5.4
Equity ratio, % 42.5 35.8 40.6 37.4 30.5
Net gearing, % 80.0 117.3 85.5 93.1 144.2
Interest-bearing liabilities 705.6 864.4 668.8 775.3 817.9
Non-interest-bearing liabilities 531.6 537.1 542.8 560.4 644.5
Net debt 639.7 823.4 616.4 660.7 794.7
Net debt / Adj. EBITDA 2.8 3.2 2.4 2.6 2.7
Average number of employees (FTE) 1 5,119 5,018 4,885 4,255 3,551
Number of employees at the end of the period (FTE) 1 5,017 5,079 4,822 4,806 3,937

¹ Figures contain only continuing operations.

SANOMA ANNUAL REPORT 2023 ∙ 157


Share indicators

EUR 2023 2022 2021 2020 2019


Earnings/share, continuing operations 1
-0.03 0.47 0.62 1.46 0.39
OUR BUSINESSES Earnings/share -0.03 0.47 0.61 1.51 0.07
IN BRIEF Earnings/share, diluted, continuing operations 1 -0.03 0.47 0.61 1.45 0.39

SUSTAINABILITY Earnings/share, diluted -0.03 0.47 0.61 1.51 0.07


Operational earnings/share, continuing operations 1
0.39 0.65 0.69 0.58 0.50
GOVERNANCE
Operational earnings/share 0.39 0.65 0.69 0.67 0.80
FINANCIALS Free cash flow per share 0.64 0.68 0.86 0.58 0.81
Equity/share 4.88 4.26 4.38 4.23 3.25
■ Report of the
Board of Directors Dividend/share 2 0.37 0.37 0.54 0.52 0.50
Dividend payout ratio, % 2
neg. 79.2 87.9 34.4 707.0
Consolidated
Financial Statements Operational dividend payout ratio, % 2 93.8 56.8 77.9 77.9 62.5

Parent Company Market capitalisation, EUR million 3


1,134.7 1,602.4 2,218.5 2,240.1 1,539.7
Financial Statements Effective dividend yield, % 2
5.3 3.8 4.0 3.8 5.3

Boards proposal for P/E ratio neg. 21.0 22.2 9.1 133.6
distribution of profits Adjusted number of shares at the end of the period 3 163,267,618 163,177,768 162,886,049 163,036,686 163,016,523
Signatures of the Board Adjusted average number of shares 3 163,253,094 163,130,613 163,165,194 163,041,596 162,933,737

Auditor’s Report Lowest share price 5.91 9.48 12.80 6.84 7.96
Highest share price 10.30 14.78 17.12 14.00 10.44
Information for investors
Average share price 7.58 12.56 14.54 10.15 9.03
Share price at the end of the period 6.95 9.82 13.62 13.74 9.45
Trading volumes, shares 21,898,627 12,404,976 16,289,472 29,310,738 19,098,115
% of shares 13.4 7.6 10.0 18.0 11.7

1
Figures contain only continuing operations.
2
Year 2023 proposal of the Board of Directors.
3
The number of shares does not include treasury shares.

SANOMA ANNUAL REPORT 2023 ∙ 158


Definitions of key indicators

KPI Definition Reason to use

Complements reported net sales by reflecting the underlying


OUR BUSINESSES Comparable net sales (growth) = Net sales (growth) adjusted for the impact of acquisitions and divestments business performance and enhancing comparability between
reporting periods
IN BRIEF

SUSTAINABILITY Items affecting comparability Gains/losses on sale, restructuring incl. transaction and integration costs of acquisitions or Reflects the underlying business performance and enhances
=
(IACs) efficiency programme expenses and impairments that exceed EUR 1 million. comparability between reporting periods
GOVERNANCE

FINANCIALS Measures the profitability before non-cash based depreciation and


Operational EBITDA = Operating profit + depreciation, amortisation and impairments - IACs amortisation, reflects the underlying business performance and
■ Report of the enhances comparability between reporting periods
Board of Directors
Purchase price allocation
Consolidated adjustments and amortisations =
Purchase price allocation amortisations and cost impact of the inventory fair A component used in the calculation of KPI's
Financial Statements value adjustments (incl Operational EBIT excl PPA)
(PPAs)
Parent Company
Financial Statements Measures the profitability excl. acquisition-related PPA adjustments
Operational EBIT excl. PPA = EBIT - IACs - Purchase price allocation (PPA) adjustments and amortisations and amortisations, reflects the underlying business performance
Boards proposal for and enhances comparability between reporting periods
distribution of profits
Signatures of the Board Equity total One of Sanoma’s long-term financial targets, measures the relative
Equity ratio, % = x 100
Auditor’s Report Balance sheet total - advances received proportion of equity to total assets

Information for investors


Free cash flow = Cash flow from operations - capital expenditure Basis for Sanoma’s dividend policy

Free cash flow


Free cash flow/share = Basis for Sanoma’s dividend policy
Weighted average number of shares on the market

Interest-bearing liabilities (short- or long-term liabilities which have separately determined


Net debt = Measures Sanoma’s net debt position
interest cost) - cash and cash equivalents

The adjusted EBITDA used in this ratio is the 12-month rolling operational EBITDA, where
One of Sanoma’s long-term financial targets, provides investors
Net debt/adj. EBITDA = acquired operations are included and divested operations excluded, and where programming
information on Sanoma’s ability to service its debt
rights and prepublication rights have been raised above EBITDA on cash flow basis

Net financial items = Financial income - Financial expenses Measures Sanoma's net financial items

Result for the period attributable to the equity holders of the Parent Company –
tax adjusted interest on hybrid loan
Earnings/share (EPS) =
Measures Sanoma’s result for the period per share
Weighted average number of shares on the market

SANOMA ANNUAL REPORT 2023 ∙ 159


Definitions of key indicators

KPI Definition Reason to use

Result for the period attributable to the equity holders of the Parent Company - tax adjusted
interest on hybrid loan - IACs -
OUR BUSINESSES Operational EPS = tax effect of IACs - non-controlling interests' share of IACs In addition to EPS, reflects the underlying business performance
IN BRIEF and enhances comparability between reporting periods
Weighted average number of shares on the market
SUSTAINABILITY
Interest-bearing liabilities (short- or long-term liabilities which have separately determined
GOVERNANCE interest cost) - cash and cash equivalents
Net gearing, % = x 100 Measures how much debt in relation to equity Sanoma is using to
Equity total finance its assets
FINANCIALS

■ Report of the
Board of Directors Result for the period
Measures the company’s relative profitability, ie. the profit received
Return on equity (ROE), % = x 100
Equity total (average of monthly balances) for the equity employed
Consolidated
Financial Statements
Parent Company Result before taxes + interest and other financial expenses Measures the company’s relative profitability, ie. the profit and
Return on investment (ROI), % = x 100
Financial Statements Balance sheet total - non-interest-bearing liabilities (average of monthly balances) interest received for net assets employed

Boards proposal for


distribution of profits Non-interest-bearing liabilities =
Non-interest-bearing liabilities include trade and other payables, contract liabilities, deferred
and income tax liabilities, provisions and pension liabilities
Signatures of the Board
Auditor’s Report Equity attributable to the equity holders of the Parent Company
Equity/share =
Information for investors Adjusted number of shares on the market at the balance sheet date

Dividend/share
Dividend payout ratio, % = x 100
Result/share

Operational dividend payout ratio, Dividend/share


= x 100
% Operational EPS

Dividend/share
Effective dividend yield, % = x 100
Share price on the last trading day of the year

Share price on the last trading day of the year


P/E ratio = x 100
Result/share

Number of shares on the market at the balance sheet date x


Market capitalisation =
share price on the last trading day of the year

SANOMA ANNUAL REPORT 2023 ∙ 160


Reconciliation of certain key figures

Reconciliation of operational EBIT excl. PPA

OUR BUSINESSES EUR million 2023 2022 EUR million 2023 2022
IN BRIEF EBIT 51.7 112.0 Items affecting comparability (IACs) in results of associated
companies
SUSTAINABILITY Items affecting comparability (IACs) and PPA adjustments and
amortisations¹ Media Finland
GOVERNANCE Learning Fair value remeasurement of previously held equity interest -1.0
Impairments -10.1 -11.6 Total -1.0
FINANCIALS
Capital gains/losses 0.5
1
Items affecting comparability and PPA adjustments and amortisations are unaudited.
■ Report of the Restructuring expenses -33.3 -21.1
Board of Directors
PPA adjustments and amortisations -34.5 -32.5
Consolidated Media Finland
Financial Statements
Impairments -3.2
Parent Company Capital gains/losses 1.6 0.4
Financial Statements
Restructuring expenses -3.8 -5.0
Boards proposal for
VAT claims for years 2015-2018 and 2019-2021 -35.9
distribution of profits
PPA adjustments and amortisations -6.8 -6.9
Signatures of the Board
Other operations
Auditor’s Report
Capital gains/losses 2.9
Information for investors Restructuring expenses -0.6 -1.1
Items affecting comparability (IACs) and PPA adjustments and -123.7 -77.2
amortisations total

Operational EBIT excl PPA 175.4 189.3

Depreciations of buildings and structures -27.9 -26.6


Depreciation of rental books -7.4 -11.5
Amortisation of film and TV broadcasting rights -58.9 -54.2
Amortisation of prepublication rights -42.5 -31.6
Other depreciations, amortisations and impairments -57.8 -53.2
Items affecting comparability in depreciation, amortisation and 11.6 11.1
impairments
Operational EBITDA 358.3 355.4

SANOMA ANNUAL REPORT 2023 ∙ 161


Reconciliation of operational EPS Reconciliation of comparable net sales growth
EUR million 2023 2022 EUR million 2023 2022
Result for the period attributable to the equity holders of 3.3 76.2 Group
the Parent Company
Net sales 1,392.9 1,298.3
OUR BUSINESSES Current year interest on the hybrid bond net of tax -7.6
IN BRIEF Items affecting comparability 83.3 37.9
Impact of acquired and divested operations -82.7 -10.5
Comparable net sales 1,310.2 1,287.8
SUSTAINABILITY Tax effect of items affecting comparability -14.6 -7.8
Operational result for the period attributable to the
Learning
GOVERNANCE equity holders of the Parent Company 64.4 106.3
Net sales 795.2 681.0
Weighted average number of shares on the market 163,253,094 163,130,613
FINANCIALS Impact of acquired and divested operations -80.0 -6.0
Operational EPS 0.39 0.65
Comparable net sales 715.2 675.0
■ Report of the
Board of Directors Media Finland
Consolidated Reconciliation of net debt Net sales 597.8 618.1
Financial Statements Impact of acquired and divested operations -2.7 -4.5
EUR million 31 Dec 2023 31 Dec 2022
Parent Company Comparable net sales 595.1 613.6
Financial Statements Non-current financial liabilities 249.4 599.4
Current financial liabilities 301.4 100.1
Boards proposal for
Non-current lease liabilities 124.8 119.6
distribution of profits Reconciliation of return on equity (ROE), %
Current lease liabilities 30.0 45.3
Signatures of the Board
Cash and cash equivalents -65.9 -41.0 EUR million 2023 2022
Auditor’s Report
Net debt 639.7 823.4 Result for the period 4.1 77.0
Information for investors Equity total (average of monthly balances) 766.1 688.0
Reconciliation of adjusted EBITDA Return on equity, % 0.5 11.2

EUR million 2023 2022


12-month rolling operational EBITDA 358.3 355.4 Reconciliation of return on investment (ROI), %
Impact of acquired and divested operations 0.1 17.2
Impact of programming rights -64.9 -54.3 EUR million 2023 2022

Impact of prepublication rights -55.3 -55.4 Result before taxes 20.6 99.2
Impact of rental books -8.7 -7.5 Interest and other financial items 35.3 18.0
Adjusted EBITDA 229.5 255.4 Result before taxes excl. interests and other financial items 55.9 117.2
Balance sheet total (average of monthly balances) 2,170.6 2,103.5
Non-interest-bearing liabilities (average of monthly balances) -591.2 -582.4
Balance sheet total - non-interest-bearing liabilities 1,579.4 1,521.1
(average of monthly balances)
Return on investment, % 3.5 7.7

SANOMA ANNUAL REPORT 2023 ∙ 162


OUR BUSINESSES
IN BRIEF Consolidated
SUSTAINABILITY ­Financial Statements
GOVERNANCE
Consolidated income statement ............................. 164
FINANCIALS Statement of comprehensive income................... 164
Report of the Consolidated balance sheet........................................ 165
Board of Directors Changes in consolidated equity................................ 166
■ Consolidated Consolidated cash flow statement......................... 167
Financial Statements Notes to the Consolidated Financial
Parent Company Statements.................................................................................. 168
Financial Statements 1. Accounting policies for
Boards proposal for Consolidated Financial Statements..................................... 169
distribution of profits 2. Financial performance............................................................. 179
Signatures of the Board 3. Acquisitions and
capital expenditure.................................................................... 194
Auditor’s Report 4. Working capital and other
Information for investors balance sheet items.................................................................. 205
5. Capital structure and
financial items............................................................................. 213
6. Other notes................................................................................... 224

SANOMA ANNUAL REPORT 2023 ∙ 163


Consolidated income statement Statement of comprehensive income
EUR million Note 2023 2022 EUR million 2023 2022

NET SALES 2.1, 2.2 1,392.9 1,298.3 Result for the period 4.1 77.0
OUR BUSINESSES Other operating income 2.3 25.6 21.0 Other comprehensive income:
IN BRIEF Materials and services 2.5 -487.0 -458.0 Items that may be reclassified subsequently to profit or loss

SUSTAINABILITY Employee benefit expenses 2.4, 6.2, 6.3 -405.4 -356.2 Change in translation differences 1.7 2.3
Other operating expenses 2.5 -239.0 -177.2 Items that will not be reclassified to profit or loss
GOVERNANCE
Share of results in joint ventures 4.7 0.7 0.5 Defined benefit plans 15.7 -6.9
FINANCIALS Depreciation, amortisation and impairment losses 2.6, 3.2, 3.3, 4.6 -235.9 -216.5 Income tax related to defined benefit plans -3.2 1.3
EBIT 51.7 112.0 Other comprehensive income for the period, net of tax 14.2 -3.3
Report of the
Board of Directors Share of results in associated companies 4.7 -0.6 -0.4 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 18.3 73.6
Financial income 2.7 8.6 9.5
■ Consolidated
Financial Statements Financial expenses 2.7 -39.1 -22.0 Total comprehensive income attributable to:

Parent Company RESULT BEFORE TAXES 20.6 99.2 Equity holders of the Parent Company 17.5 72.9
Financial Statements Income taxes 2.8 -16.5 -22.2 Non-controlling interests 0.8 0.7

Boards proposal for RESULT FOR THE PERIOD 4.1 77.0


distribution of profits
Signatures of the Board Result attributable to:

Auditor’s Report Equity holders of the Parent Company 3.3 76.2


Non-controlling interests 0.8 0.7
Information for investors

Earnings per share for result attributable to the 2.9


equity holders of the Parent Company:
Earnings per share, EUR -0.03 0.47
Diluted earnings per share, EUR -0.03 0.47

SANOMA ANNUAL REPORT 2023 ∙ 164


Consolidated balance sheet

Assets Equity and liabilities


EUR million Note 31 Dec 2023 31 Dec 2022 EUR million Note 31 Dec 2023 31 Dec 2022
OUR BUSINESSES
ASSETS EQUITY AND LIABILITIES
IN BRIEF
NON-CURRENT ASSETS EQUITY 5.4, 6.2
SUSTAINABILITY Property, plant and equipment 2.3, 2.5, 3.3 40.3 49.2 Share capital 71.3 71.3
Right-of-use assets 3.3 144.2 156.5 Treasury shares -4.1 -5.2
GOVERNANCE Investment property 2.3, 2.5, 4.6 2.9 5.2 Fund for invested unrestricted equity 209.8 209.8
FINANCIALS Goodwill 3.2 812.2 812.1 Translation differences -15.7 -17.3
Other intangible assets 3.2 720.5 739.0 Retained earnings 386.5 436.5
Report of the Equity-accounted investees 4.7 3.6 4.1 Hybrid bond 149.1
Board of Directors Other investments 4.8 2.8 3.7 Total equity attributable to the equity holders of the
Parent Company 796.8 695.1
■ Consolidated Deferred tax receivables 2.8 5.5 10.7
Financial Statements Non-controlling interests 2.6 7.0
Non-current receivables 4.2, 4.9 31.4 20.8
EQUITY, TOTAL 799.4 702.1
Parent Company NON-CURRENT ASSETS, TOTAL 1,763.4 1,801.3
Financial Statements
NON-CURRENT LIABILITIES
Boards proposal for CURRENT ASSETS
Deferred tax liabilities 2.8 116.0 121.4
distribution of profits Inventories 4.1 53.5 71.2
Pension obligations 4.9 3.4 4.1
Income tax receivables 13.9 10.4
Signatures of the Board Provisions 4.4 2.0 0.1
Contract assets 2.2 0.5 0.6
Auditor’s Report Financial liabilities 5.1 249.4 599.4
Trade and other receivables 4.3 139.4 179.1
Lease liabilities 5.1 124.8 119.6
Information for investors Cash and cash equivalents 5.3 65.9 41.0
Contract liabilities 2.2 0.8 2.5
CURRENT ASSETS, TOTAL 273.2 302.3
Trade and other payables 4.5 2.5 2.8
NON-CURRENT LIABILITIES, TOTAL 498.9 850.0
ASSETS, TOTAL 2,036.6 2,103.6

CURRENT LIABILITIES
Provisions 4.4 12.3 1.7
Financial liabilities 5.1 301.4 100.1
Lease liabilities 5.1 30.0 45.3
Income tax liabilities 0.6 12.9
Contract liabilities 2.2 151.9 139.3
Trade and other payables 4.5 242.1 252.2
CURRENT LIABILITIES, TOTAL 738.3 551.5

LIABILITIES, TOTAL 1,237.2 1,401.5

EQUITY AND LIABILITIES, TOTAL 2,036.6 2,103.6

SANOMA ANNUAL REPORT 2023 ∙ 165


Changes in consolidated equity
Equity attributable to the equity holders of the Parent Company
Fund for
invested Non-
OUR BUSINESSES Treasury unrestricted Translation Retained Hybrid controlling
IN BRIEF EUR million Note Share capital shares equity differences earnings bond Total interests Total

Equity at 1 Jan 2022 5.4 71.3 -7.5 209.8 -19.6 459.7 713.6 7.2 720.9
SUSTAINABILITY
Result for the period 76.2 76.2 0.7 77.0
GOVERNANCE Other comprehensive income 2.3 -5.6 -3.3 -3.3
Total comprehensive income 2.3 70.6 72.9 0.7 73.6
FINANCIALS
Share-based compensation 6.2 -0.4 -0.4 -0.4
Report of the Shares delivered 6.2 2.3 -2.3
Board of Directors
Dividends paid -88.1 -88.1 -1.0 -89.1
■ Consolidated Reclassification of translation differences -3.2 -3.2 -3.2
Financial Statements
Total transactions with owners of the company 2.3 -94.0 -91.7 -1.0 -92.6
Parent Company
Acquisitions and other changes in non-controlling interest 0.2 0.2 0.0 0.2
Financial Statements
Total change in ownership interest 0.2 0.2 0.0 0.2
Boards proposal for
Equity at 31 Dec 2022 71.3 -5.2 209.8 -17.3 436.5 695.1 7.0 702.1
distribution of profits
Signatures of the Board
Auditor’s Report
Equity at 1 Jan 2023 5.4 71.3 -5.2 209.8 -17.3 436.5 695.1 7.0 702.1
Information for investors Result for the period 3.3 3.3 0.8 4.1
Other comprehensive income 1.7 12.5 14.2 14.2
Total comprehensive income 1.7 15.8 17.5 0.8 18.3
Share-based compensation 6.2 3.4 3.4 3.4
Shares delivered 6.2 1.1 -1.1
Dividends paid -60.4 -60.4 -0.7 -61.1
Total transactions with owners of the company 1.1 -58.1 -57.0 -0.7 -57.7
Acquisitions and other changes in non-controlling interest 1.7 1.7 -4.5 -2.8
Total change in ownership interest 1.7 1.7 -4.5 -2.8
Issuance of hybrid bond (net of issuance costs) 149.1 149.1 149.1
Interest on hybrid bond -9.6 -9.6 -9.6
Equity at 31 Dec 2023 71.3 -4.1 209.8 -15.7 386.5 149.1 796.8 2.6 799.4

SANOMA ANNUAL REPORT 2023 ∙ 166


Consolidated cash flow statement
EUR million Note 2023 2022 EUR million Note 2023 2022

OPERATIONS Proceeds from sale of tangible and intangible assets 9.3 1.4
OUR BUSINESSES Result for the period 4.1 77.0 Operations sold 3.1 3.5 7.7
IN BRIEF Adjustments Sales of other investments 0.0
SUSTAINABILITY Income taxes 2.8 16.5 22.2 Loans granted 0.0 -3.2
Financial expenses 2.7 39.1 22.0 Repayments of loan receivables 0.4
GOVERNANCE
Financial income 2.7 -8.6 -9.5 Interest received 2.2 0.8
FINANCIALS Share of results in equity-accounted investees 4.7 -0.1 -0.2 CASH FLOW FROM INVESTMENTS -28.5 -250.7
Depreciation, amortisation and impairment losses 235.9 216.5
Report of the
Board of Directors Gains/losses on sales of non-current assets -6.0 -3.3 CASH FLOW BEFORE FINANCING 119.6 -86.2

■ Consolidated Other adjustments 7.3 2.1


Financial Statements Adjustments total 284.1 249.9 FINANCING

Parent Company Change in working capital Proceeds from issue of hybrid bond (net of issuance costs) 148.9
Financial Statements Change in trade and other receivables 38.6 46.5 Change in loans with short maturity 5.1 -69.7 69.7
Boards proposal for Change in inventories 14.0 -6.4 Drawings of other loans 5.1 0.6 250.3
distribution of profits Change in trade and other payables, and provisions -4.2 -35.7 Repayments of other loans 5.1 -76.2 -124.7
Signatures of the Board Acquisitions of broadcasting rights, prepublication costs and Payment of lease liabilities 5.1 -31.1 -30.5
rental books -128.9 -111.2
Auditor’s Report Acquisitions of non-controlling interests 3.1 -7.1 -1.0
Dividends received 0.6 0.6
Dividends paid -61.1 -89.1
Information for investors Interest paid -30.1 -11.9
CASH FLOW FROM FINANCING -95.8 74.6
Other financial items 3.7 -1.3
Taxes paid -33.6 -42.8
Change in cash and cash equivalents according to cash flow
CASH FLOW FROM OPERATIONS 148.2 164.6 statement 23.9 -11.6
Effect of exchange rate differences on cash and cash
equivalents 0.3 0.2
INVESTMENTS
Net increase(+)/decrease(-) in cash and cash equivalents 24.1 -11.4
Capital expenditure -43.1 -52.9
Cash and cash equivalents at 1 Jan 41.0 52.4
Operations acquired 3.1 -0.4 -204.9
Cash and cash equivalents at 31 Dec 5.3 65.1 41.0
Acquisition of other investments -0.1

SANOMA ANNUAL REPORT 2023 ∙ 167


OUR BUSINESSES
IN BRIEF Notes to the
SUSTAINABILITY ­Consolidated
GOVERNANCE
­Financial Statements
FINANCIALS
1. Accounting policies for
Report of the Consolidated Financial Statements................. 169
Board of Directors
2. Financial performance................................................ 179
■ Consolidated
Financial Statements
3. Acquisitions and
capital expenditure........................................................ 194
Parent Company
4. Working capital and other
Financial Statements
balance sheet items....................................................... 205
Boards proposal for 5. Capital structure and
distribution of profits
financial items.................................................................... 213
Signatures of the Board 6. Other notes........................................................................... 224
Auditor’s Report
Information for investors

SANOMA ANNUAL REPORT 2023 ∙ 168


OUR BUSINESSES 1. Accounting policies for
IN BRIEF Consolidated Financial Statements
SUSTAINABILITY
1.1 Corporate information.................................................. 170
GOVERNANCE 1.2 Basis of preparation of financial statements... 170
FINANCIALS 1.3 Accounting policies......................................................... 170
1.4 Adoption of new and amended standards
Report of the
and interpretations......................................................... 178
Board of Directors
■ Consolidated
Financial Statements
Parent Company
Financial Statements
Boards proposal for
distribution of profits
Signatures of the Board
Auditor’s Report
Information for investors

SANOMA ANNUAL REPORT 2023 ∙ 169


1.1 Corporate information 1.2 Basis of preparation of financial statements
Sanoma is learning and media company. In 2023, Sanoma Group included two operating Sanoma has prepared its consolidated financial statements in accordance with the IFRS
segments which are its two strategic business units, Sanoma Learning and Sanoma Accounting Standards as adopted by the European Union while adhering to related IAS and
Media Finland. This is aligned with the way Sanoma manages the businesses. Sanoma IFRS standards, effective at 31 December 2023, as well as SIC and IFRIC interpretations.
OUR BUSINESSES Learning is one of the global leaders in K12 education serving about 25 million students IFRS refers to the approved standards and their interpretations applicable within the EU
IN BRIEF in 12 countries. Its learning products and services enable teachers to develop the talents under the Finnish Accounting Act and its regulations in accordance with European Union

SUSTAINABILITY of every child to reach their potential. Sanoma Learning offers printed and digital learning Regulation No. 1606/2002. The notes to the consolidated financial statements are in
materials as well as digital learning and teaching platforms for K12, i.e. primary, secondary accordance with Finnish Accounting Standards and Finnish Limited Liability Companies Act.
GOVERNANCE and vocational education, and it aims to grow the business. Sanoma Learning develops
FINANCIALS its methodologies based on deep teacher and student insight and truly understanding Financial statements are presented in millions of euros, based on historical cost conventions
their individual needs. By combining educational technologies and pedagogical expertise, unless otherwise stated in the accounting policies. All figures have been rounded and
Report of the Sanoma Learning creates learning products and services with the highest learning impact. consequently the sum of individual figures can deviate from the presented sum figure. Key
Board of Directors
Sanoma Media Finland is the leading cross-media company in Finland, reaching 97% of all figures have been calculated using exact figures.
■ Consolidated
Finns weekly. It provides information, experiences, inspiration and entertainment through
Financial Statements
multiple media platforms: newspapers, TV, radio, events, magazines, online and mobile
Parent Company channels. Sanoma Media Finland has leading brands and services, like Helsingin Sanomat, 1.3 Accounting policies
Financial Statements
Ilta-Sanomat, Aamulehti, Me Naiset, Aku Ankka, Nelonen, Ruutu, Supla and Radio Suomipop. Management judgement in applying the most significant accounting
Boards proposal for
For advertisers, it is a trusted partner with insight, impact and reach. policies and other key sources of estimation uncertainty
distribution of profits
Preparing the financial statements in accordance with IFRS requires management to make
Signatures of the Board
Sanoma Corporation, the Parent of Sanoma Group, is a public limited company and its share estimates and assumptions that affect the reported amounts of assets and liabilities,
Auditor’s Report is listed on the Nasdaq Helsinki. The Parent Company is domiciled in Helsinki, Finland and disclosure of contingent assets and liabilities at the date of the financial statements,
Information for investors its registered office is Töölönlahdenkatu 2, 00100 Helsinki, Finland. and the reported amounts of income and expenses during the reporting period. During
the preparation of the financial statements, such estimates were used when making
On 6 February 2024, Sanoma’s Board of Directors approved these financial statements to calculations for impairment testing of goodwill, allocating acquisition cost of acquired
be disclosed. businesses and determining the estimated useful lives and depreciation methods for
property, plant and equipment and amortisation methods for broadcasting rights,
Copies of the consolidated financial statements are available at sanoma.com or from the prepublication rights and other intangible assets. In addition, management judgement is
Parent Company’s head office. used when determining the valuation of deferred taxes, defined benefit pension assets and
pension obligations and provisions. The assumptions are derived from external sources
wherever available. In case of high dependency on assumptions, sensitivity analyses are
performed to determine the impact on carrying amounts. Although these estimates are
based on the management’s best knowledge of current events and actions, actual results
may ultimately differ from these estimates.

Impairment testing is discussed later in the accounting policies and notes to the financial
statements. Other uncertainties related to management judgement are presented, as
applicable, in the relevant notes.

SANOMA ANNUAL REPORT 2023 ∙ 170


Consolidation principles is usually dependent on the performance of the acquired business after the acquisition.
The consolidated financial statements are prepared by consolidating the Parent Company’s The contingent consideration shall be classified as a liability or as equity. The contingent
and its subsidiaries’ income statements, comprehensive income statements, balance consideration classified as a liability is measured at fair value on the acquisition date and
sheets, cash flow statements and notes to the financial statements. Prior to consolidation, subsequently on each balance sheet date. Changes in the fair value are presented in income
OUR BUSINESSES the Group companies’ financial statements are adjusted, if necessary, to ensure consistency statement.
IN BRIEF with the Group’s accounting policies.

SUSTAINABILITY Sanoma’s equity-accounted investees include joint ventures and associated companies,
The consolidated financial statements include the Parent Company Sanoma Corporation which are accounted for using the equity method. The Group’s share of the strategically
GOVERNANCE and companies in which the Parent Company has control. Control means that the Group important joint ventures’ and associated companies’ result is disclosed separately in
FINANCIALS is exposed to, or has rights to, variable returns from its involvement with the company and operating profit. The Group’s share of the result of other equity-accounted investees is
has the ability to affect those returns through its power over the company. Intra-group reported below operating profit. The carrying amount of equity-accounted investees is
Report of the shareholdings are eliminated using the acquisition method. In cases where the Group has presented on one line in the balance sheet and it includes the goodwill originating from
Board of Directors
an obligation to increase ownership in a subsidiary and the risks and rewards of ownership those acquisitions. The investments are initially recognised at cost and adjusted thereafter
■ Consolidated
have transferred to the Group due to this obligation, the consolidation has taken the to recognise the Group’s share of the post-acquisition profits or losses and movements
Financial Statements
ownership into account in accordance with the obligation. in other comprehensive income of the investee. Dividends received or receivable from
Parent Company associates and joint ventures are recognised as a reduction in the carrying amount of the
Financial Statements
Companies acquired during the financial year are included in the consolidated financial investment.
Boards proposal for
statements from the date on which control was transferred to the Group, and divested
distribution of profits
subsidiaries are consolidated until the date on which said control ceased. Intra-group Joint ventures are entities that are controlled jointly based on a contractual agreement by
Signatures of the Board
transactions, receivables and liabilities, intra-group margins and distribution of profits the Group and one or several other owners.
Auditor’s Report within the Group are eliminated in the consolidated financial statements.
Information for investors Associated companies are entities in which the Group has significant influence. Significant
Sanoma uses the acquisition method when accounting for business combinations. influence is assumed to exist when the Group holds over 20% of the voting rights or when
the Group has otherwise obtained significant influence but not control or joint control over
On the date of acquisition, the cost is allocated to the assets and liabilities of the acquired the entity. If Sanoma’s share of the losses from an associated company exceeds the carrying
business by recognising them at their fair value. In business combinations achieved in value of the investment, the investment in the associated company will be recognised at
stages, the interest in the acquired company that was held by the acquirer before the control zero value on the balance sheet. Losses exceeding the carrying amount of investments will
was acquired shall be measured at fair value at the date of acquiring control. This value has not be consolidated unless the Group has been committed to fulfil the obligations of the
an impact on calculating the goodwill from this acquisition and it is presented as a loss or associated company.
gain in the income statement.
Profit or loss for the period attributable to equity holders of the Parent Company and to the
The consideration transferred and the identifiable assets and the liabilities assumed holders of non-controlling interests is presented in the income statement. The statement of
in the business combination are measured at fair value on the date of acquisition. The comprehensive income shows the total comprehensive income attributable to the equity
acquisition-related costs are expensed excluding the costs to issue debt or equity securities. holders of the Parent Company and to the holders of non-controlling interests. The amount
The potential contingent purchase price is the consideration paid to the seller after the of equity attributable to holders of non-controlling interests is presented as a separate item
original consolidation of the acquired business or the share of paid consideration that the on the balance sheet within equity.
previous owners return to the buyers. Whether any consideration shall be paid or returned

SANOMA ANNUAL REPORT 2023 ∙ 171


Foreign currency items related to the purchase of property, plant and equipment or intangible assets are
Items reported in the financial statements of each Group company are recognised using recognised as a reduction of the asset’s book value and credited to the income statement
the currency that best reflects the economic substance of the underlying events and over the asset’s useful life.
circumstances relevant to that company (the functional currency). The consolidated
OUR BUSINESSES financial statements are presented in euros, which is the Parent Company’s functional and Assets held for sale and discontinued operations
IN BRIEF presentation currency. Assets are classified as held for sale if their carrying amount is recovered principally

SUSTAINABILITY through a sale rather than through continuing use and a sale is considered highly probable.
Foreign currency transactions of the Group entities are translated to the functional currency Such assets are stated at the lower of carrying amount and fair value less cost of disposal.
GOVERNANCE at the exchange rate quoted on the transaction date. The monetary assets and liabilities Non-current assets held for sale are no longer depreciated. When equity-accounted
FINANCIALS denominated in foreign currencies on the balance sheet are translated into the functional investees meet the criteria to be classified as held for sale, equity accounting ceases at the
currency at the exchange rate prevailing on the balance sheet date. time of reclassification.
Report of the
Board of Directors
The gains and losses resulting from the foreign currency transactions and translating the Operations are classified as discontinued operations in case a component of an entity has
■ Consolidated
monetary items are recognised in income statement. The exchange rate gains and losses either been disposed of, or is classified as held for sale, and:
Financial Statements
are reported in financial income and expenses.
Parent Company ■ it represents a separate major line of business or geographical area of operations,
Financial Statements ■ is part of a single coordinated plan to dispose of a separate major line of business or
The income and expense items in the income statement and in the statement of
Boards proposal for geographical area of operations or
comprehensive income of the non-euro Group entities (subsidiaries, associated companies
distribution of profits
and joint ventures) are translated into euros using the monthly average exchange rates and ■ is a subsidiary acquired exclusively with a view to resale.
Signatures of the Board
balance sheets using the exchange rate quoted on the balance sheet date. The profit for the
Auditor’s Report period being translated into euros by different currency rates in the comprehensive income A component of an entity is defined as operations and cash flows that can be clearly
Information for investors statement and balance sheet results in a translation difference in equity. The change in distinguished, operationally and for financial reporting purposes, from the rest of the entity.
translation difference is recognised in other comprehensive income.
The result for the period of discontinued operations is presented as a separate item in the
Exchange rate differences resulting from the translation of foreign subsidiaries’ and equity consolidated income statement.
accounted investees’ balance sheets are recognised under shareholders’ equity. When
a foreign entity is disposed of, in whole or in part, cumulative translation differences are Goodwill and other intangible assets
recognised in the income statement as part of the gain or loss on disposal. Acquired subsidiaries are consolidated using the acquisition method, whereby the cost is
allocated to the acquired assets and liabilities assumed at their fair value on the date of
During the reporting year or preceding financial year, the Group did not have subsidiaries in acquisition. Goodwill represents the excess of the cost over the fair value of the acquired
hyperinflationary countries. company’s net assets. Goodwill reflects e.g. expected future synergies resulting from
acquisitions.
Government grants
Grants from the government or other similar public entities that become receivable as Goodwill is not amortised but it is tested for impairment annually or if there are some
compensation for expenses already incurred are recognised in the income statement on triggering events.
the period on which the company complies with the attached conditions. These government
grants are reported in other operating income in income statement. Government grants

SANOMA ANNUAL REPORT 2023 ∙ 172


The identifiable intangible assets are recognised separately from goodwill if the assets fulfil impairment at least once a year. Intangible assets with indefinite useful lives are also tested
the related recognition criteria - i.e. they are identifiable, or based on contractual or other at least annually.
legal rights- and if their fair value can be reliably measured. Intangible assets are initially
measured at cost and amortised over their expected useful lives. In Sanoma, expected The test assesses the asset’s recoverable amount, which is the higher of either the asset’s
OUR BUSINESSES useful lives can be determined for intangible rights. With regard to the acquisition of new fair value less cost of disposal or value in use based on future cash flows. In Sanoma,
IN BRIEF assets, the Group assesses the expected useful life of the intangible right, for example, in impairment tests are principally carried out on a cash flow basis by determining the present

SUSTAINABILITY light of historical data and market position, and determines the useful life on the basis of the value of estimated future cash flows of each CGU. If the carrying amount of the CGU exceeds
best knowledge available on the assessment date. its recoverable amount, an impairment loss is recorded in the income statement. Primarily,
GOVERNANCE the impairment loss is deducted from the goodwill of the cash-generating unit and after that
FINANCIALS The Group recognises the cost of broadcasting rights to TV programmes under intangible it is deducted proportionally from other non-current assets of the cash-generating unit. The
assets and their cost is amortised based on broadcasting runs. The prepublication costs of useful life of the asset is re-estimated when an impairment loss is recognised.
Report of the learning materials and solutions are recognised in intangible assets and amortised over the
Board of Directors
useful lives. In cash flow, acquisitions of broadcasting rights and prepublication costs are If the recoverable amount of an intangible asset has changed due to a change in the
■ Consolidated
part of cash flow from operations. key expectations, previously recognised impairment losses are reversed. However,
Financial Statements
impairment losses are not reversed beyond the amount the asset had before recognising
Parent Company The known or estimated amortisation periods for intangible assets with finite useful impairment losses. Impairment losses recognised for goodwill are not reversed under any
Financial Statements
lives are: circumstances.
Boards proposal for
distribution of profits
■ Publishing rights 2–20 years Impairment testing is described in more detail in Note 3.2.
Signatures of the Board ■ Software licenses 2–10 years
Auditor’s Report ■ Copy- and trademark rights 2–20 years Property, plant and equipment
Information for investors ■ Customer relationships 3–20 years Property, plant and equipment (PPE) are measured at cost less accumulated depreciation
■ Software projects 3–10 years and any impairment losses. The cost includes any costs directly attributable to acquiring
■ Online sites 3–10 years the item of PPE. Any subsequent costs are included in the carrying value of the item of PPE
■ Prepublication costs 3–8 years only if it is probable that it will generate future benefits for the Group and that the cost of the
asset can be measured reliably. Lease premises’ renovation expenses are treated as other
Amortisation is calculated using the straight-line method. Recognising amortisation is tangible assets in the consolidated balance sheet. Ordinary repairs and maintenance costs
discontinued when an intangible asset is classified as held for sale. are expensed as incurred.

Goodwill and other intangible assets are described in more detail in Note 3.2. The depreciation periods of PPE are based on the estimated useful lives and are:

Impairment testing ■ Buildings and structures 5–50 years


The carrying amounts of assets are reviewed whenever there is any indication of ■ Machinery and equipment 2–20 years
impairment. A cash-generating unit (CGU) is the smallest identifiable group of assets that ■ Rental books 5 years
generates cash flows that are largely independent of the cash flows from other assets ■ Other tangible assets 3–10 years
or groups of assets. Those CGUs for which goodwill has been allocated are tested for

SANOMA ANNUAL REPORT 2023 ∙ 173


Depreciation is calculated using the straight-line method. Land areas are not depreciated. In leases of premises there are extension and termination options. The entity considers
Recognising depreciation is discontinued when the PPE is classified as held for sale. all relevant facts and circumstances that create an economic incentive for the lessee
to exercise, or not to exercise, the option, including any expected changes in facts and
The residual value and the useful life of an asset are reviewed at least at the end of each circumstances from the commencement date until the exercise date of the option. A lease
OUR BUSINESSES financial year and if necessary, they are adjusted to reflect the changes in expectations of term is reassessed if there’s a significant event or change in circumstances that is within the
IN BRIEF financial benefits. control of the lessee and affects whether the lessee is reasonably certain to exercise option

SUSTAINABILITY not previously included in lease term or not to exercise an option previously included in the
Gains and losses from disposing or selling items of PPE are recognised in the income lease term.
GOVERNANCE statement and they are reported in other operating income or expenses.
FINANCIALS The lease liability is valued at the present value of the unpaid rents at the valuation date
Investment property (commencement date of the lease). Rental costs include fixed rents and variable rents that
Report of the A property is classified as investment property if the Group mainly holds the property to depend on changes in the index or price level specified in the agreement. Sanoma applies
Board of Directors
earn rental yields or for capital appreciation. Investment property is initially measured the practical expedient and will not separate non-lease component from lease components
■ Consolidated
at cost and presented as a separate item on the balance sheet. Investment properties and will instead account for each lease component and any associated non-lease
Financial Statements
include buildings, land and investments in shares of property and housing companies not components as a single lease component. Other variable rents included in the lease are
Parent Company in Sanoma’s own use. Based on their nature, such shareholdings are divided into land or treated as an expense for the period. Rents are discounted at the internal rate of the lease.
Financial Statements
buildings. If the internal rate is not readily determinable, the company's additional credit interest
Boards proposal for
rate is used.
distribution of profits
The fair value of investment properties is presented in the notes to the consolidated
Signatures of the Board
financial statements. Fair values are determined by using the yield value method or using In income statement, leasing costs are classified as depreciation and interest. Lease
Auditor’s Report the information on equal real estate business transactions in the market. Also, an outside payments are apportioned between the interest expenses and the repayment of lease
Information for investors surveyor has been used when determining the fair value. The risk of the yield value method liabilities. The finance cost is charged to profit or loss over the lease period so as to produce
takes into account, among others, the term of the lease period, other conditions of the lease, a constant periodic rate of interest on the remaining balance of the liability for each period.
the location of the premises and the nature of releasability as well as the development of In cash flow statement, the cash payments for the interest portion of the lease liability are
environment and area planning. presented in cash flow from operations. Cash payments for the principal portion of the lease
liability are shown in cash flow from financing. The right-of-use assets and lease liabilities
Leases are presented separately in the balance sheet. The cash payments for the principal portion
At inception of a contract, an entity assesses whether the contract is, or contains, a lease. of the lease liability, which are paid in the next 12 months, are shown in current lease
A contract is, or contains, a lease if the contract conveys the right to control the use of an liabilities in balance sheet.
identified asset for a period of time in exchange for consideration.
Sanoma applies the exemption for short-term leases (lease term 12 months or shorter
Leases of property, plant and equipment, where the Group is the lessee, are recognised as than 12 months) and for leases for which underlying asset is of low value and continues to
assets and liabilities for the lease term. The cost of right-of-use asset comprises the amount recognise those leases straight-line basis as an expense. In cash flow statement, short-term
of initial measurement of the lease liability, any lease payments made at or before the lease payments and payments for leases of low-value assets are included in cash flow from
commencement date, less any lease incentives and any initial direct costs incurred by the operations.
lessee. The asset is depreciated during the lease term or, if shorter, during its useful life.

SANOMA ANNUAL REPORT 2023 ∙ 174


The lease payments received for operating leases are shown under other operating income. geographic regions, type of business and types of customers (B2B and B2C). Loss rates are
The Group has no leases classified as finance leases in which it is a lessor. based on past information on actual credit loss experience, adjusted by current information
and future expectations on economic conditions where deemed necessary.
Inventories
OUR BUSINESSES Inventories are stated at the lower of cost and net realisable value, using the average cost Assets that do not meet the criteria for amortised cost are measured at fair value through
IN BRIEF method. The cost of finished goods and work in progress includes the purchase price, direct profit or loss. A gain or loss on an investment that is subsequently measured at fair value

SUSTAINABILITY production wages, other direct production costs and fixed production overheads to their through profit or loss is recognised in the financial items in the income statement. In
substantial extent. Net realisable value is the estimated selling price, received as part of Sanoma financial assets measured at fair value through profit or loss include other equity
GOVERNANCE the normal course of business, less estimated costs necessary to complete the product and investments and derivatives.
FINANCIALS make the sale.
Cash and cash equivalents
Report of the Financial assets Cash and cash equivalents include bank accounts and short-term deposits with a maturity
Board of Directors
Group’s financial assets are classified as subsequently measured at amortised cost and at of less than three months. Bank overdrafts are shown under current financial liabilities on
■ Consolidated
fair value through profit or loss. the balance sheet.
Financial Statements
Parent Company The classification of financial assets is based on the business model in which a financial Financial liabilities
Financial Statements
asset is managed and its contractual cash flow characteristics. Sanoma has only one Sanoma’s financial liabilities are classified either as financial liabilities at amortised
Boards proposal for
business model for debt instruments which is a business model whose objective is to cost or as financial liabilities at fair value through profit or loss. Financial liabilities
distribution of profits
hold assets in order to collect contractual cash flows. Financial assets are not reclassified are classified as short-term liabilities unless the Group has an unconditional right to
Signatures of the Board
subsequently to their initial recognition unless the Group changes its business model for postpone settling of the liability at least with 12 months from the end of the reporting
Auditor’s Report managing financial assets. All equity instruments are measured at fair value. period. The financial liability or a part of it can be derecognised only when the liability
Information for investors has ceased to exist, meaning that the obligations identified by the agreement have been
Transaction costs are included in the initial carrying value of the financial assets if the item fulfilled, abolished or expired. If the Group issues a new debt instrument and uses the
is not classified as a financial asset at fair value through profit or loss. Derecognition of received reserves to repurchase earlier issued debt instrument (whole or part) with not
financial assets takes place when Sanoma has lost the contractual right to the cash flows substantially different terms, any costs or fees incurred adjust the carrying amount of the
from the asset or it has transferred the essential risks and benefits to third parties. new liability and are amortised over the remaining term of the issued instrument. A gain
or loss arising from the difference in contractual cash flows is recognised in the income
Assets that are held for collection of contractual cash flows where those cash flows statement at the time of the modification.
represent solely payments of principal and interest are measured at amortised cost. In
Sanoma, financial assets measured at amortised cost include loan receivables, trade The financial debt of Sanoma Group is classified as financial liabilities at amortised
receivables and cash. According to IFRS 9, an entity shall recognise a loss allowance for cost which are initially recognised at fair value including the transaction costs directly
expected credit losses on a financial asset measured at amortised cost. Sanoma has attributable to the acquisition of the financial liability. Subsequently, these financial
adopted the general expected credit loss model for debt instruments carried at amortised liabilities are measured at amortised cost using the effective interest method.
cost. For trade receivables, Sanoma applies the simplified approach permitted by IFRS 9,
which requires expected lifetime credit losses to be recognised from initial recognition of In Sanoma Group, financial liabilities at fair value through profit or loss include derivatives
the receivable. Sanoma uses a provision matrix as a practical expedient for measuring that do not comply with the conditions for hedge accounting. Both the unrealised and
expected credit losses for trade receivables. Loss rates are defined separately for different

SANOMA ANNUAL REPORT 2023 ∙ 175


realised gains and losses arising from the changes in fair values of the derivatives are country. Income taxes related to transactions impacting the profit or loss for the period are
recognised in the financial items in the income statement on the period the changes arise. recognised in the income statement. Tax related to transactions or other items recognised
in other comprehensive income or directly in equity, are recognised accordingly in other
Hybrid bond comprehensive income or directly in equity.
OUR BUSINESSES A hybrid bond is a bond that is subordinated to the company’s other debt obligations and
IN BRIEF treated as equity in Sanoma's consolidated financial statements prepared in accordance Deferred tax assets and liabilities are recorded principally on temporary differences arising

SUSTAINABILITY with the IFRS. Paying the interest on the hybrid bond is at the discretion of the company, between the tax bases of assets and liabilities and their carrying amounts, using tax rates
however an obligation to pay the interest arises if the company decides to distribute effective on the balance sheet date. Changes in the applicable tax rate are recorded as
GOVERNANCE dividends. Unpaid interest accumulates. A hybrid bond does not confer to its holders the changes in deferred tax in the income statement. Deferred tax assets are recognised to the
FINANCIALS rights of a shareholder and does not dilute the holdings of the current shareholders. extent that it appears probable that future taxable profit will be available against which the
deductible temporary difference can be utilised.
Report of the Derivatives
Board of Directors
Sanoma may use derivative instruments, such as forward foreign exchange contracts and No deferred tax liability on undistributed retained earnings of subsidiaries has been
■ Consolidated
interest rate swaps, in order to hedge against fluctuations in foreign exchange or interest recognised in that respect, as such distribution is not probable within the foreseeable
Financial Statements
rates. Sanoma does not apply hedge accounting. future. The most significant temporary differences relate to depreciation differences,
Parent Company defined benefit pension plans, subsidiaries’ tax losses carried forward and the fair value
Financial Statements
Derivatives are initially recognised at fair value on the date of entering to a hedging measurement of assets acquired in business combinations.
Boards proposal for
agreement and they are subsequently measured at their fair value on each balance sheet
distribution of profits
date. The fair value of foreign exchange contracts is based on the contract forward rates in The amount of current and deferred tax payable or receivable is the best estimate of the
Signatures of the Board
effect on the balance sheet date. Derivative contracts are shown in other current receivables tax amount expected to be paid or received that reflects uncertainty related to income
Auditor’s Report and liabilities on the balance sheet. Both the unrealised and realised gains and losses taxes, if any. The recorded receivable and payable amounts are adjusted where it is not
Information for investors arising from changes in fair values of the derivatives are recognised in the financial items in considered probable that a tax authority will accept an uncertain tax treatment used by the
the income statement on the period the changes arise. Group in an income tax filing. The amounts recorded are based on the most likely amount
or the expected value, depending on which method the Group expects to better predict the
Risk management principles of financial risks are presented in more detail in Note 5.2. resolution of the uncertainty.

Fair value hierarchy Deferred tax assets and deferred tax liabilities are offset in the balance sheet if Sanoma has
Financial assets and liabilities measured at fair value are divided into three levels in the fair a legal right to set off current tax assets against liabilities and they relate to the same tax
value hierarchy. In level 1, fair values are based on quoted prices in active markets. In level 2, authority.
fair values are based on valuation models for which all inputs are observable, either directly
or indirectly. For assets and liabilities in level 3, the fair values are based on input data that is If Sanoma has been the subject of tax adjustment claims which it considers unjustified,
not based on observable market data. it considers a possible payment relating to claims to be deposits with the tax authority if
they give the company a right to obtain future economic benefits, either by receiving a cash
Income taxes and other taxes refund or by using the payment to settle the tax liability. Consequently items paid in relation
The income tax charge presented in the income statement is based on taxable profit for the to these claims are reported as receivables in the balance sheet during the period when the
financial period, adjustments for taxes from previous periods and changes in deferred taxes. legal proceedings are ongoing and the case has not been finally settled.
Tax on taxable profit for the period is based on the tax rate and legislation effective in each

SANOMA ANNUAL REPORT 2023 ∙ 176


Provisions Revenue recognition
A provision is recognised when the Group has a present legal or constructive obligation as a Revenue is measured based on the consideration specified in a contract with a customer
result of past events and it is probable that an outflow of resources will be required to settle and excludes the amounts collected on behalf of third parties. The Group recognises
the obligation, and a reliable estimate of the amount of this obligation can be made. revenue when it transfers control over a product or service to a customer.
OUR BUSINESSES
IN BRIEF A restructuring provision is recognised when the Group has prepared a detailed Revenue recognition is described in more detail in Note 2.2.

SUSTAINABILITY restructuring plan and started to implement that plan or announced the matter.
Research and development expenditure
GOVERNANCE Share-based payments Research expenditure is expensed as incurred.
FINANCIALS The share-based incentive plans introduced at Sanoma offer the Group’s management an
opportunity to receive Sanoma shares after a vesting period of two to three years, provided Development expenditure refers to costs that an entity incurs with the aim of developing
Report of the that the conditions set for receiving the shares are met. Shares in the Restricted Share Plans new products or services for sale, or fundamentally improving the features of its existing
Board of Directors
are delivered to the participants provided that their employment with Sanoma continues products or services, as well as extending its business. Development expenses are mainly
■ Consolidated
uninterrupted throughout the duration of the plan until the shares are delivered. In addition incurred before the entity begins to make use of the new product/service for commercial or
Financial Statements
to the continuous employment condition, vesting of the Performance Shares is subject to profitable purposes. Development expenditure is either expensed as incurred or recorded
Parent Company meeting (partially or fully) the Group’s performance targets set by the Board for annually as other intangible asset if it meets the recognition criteria.
Financial Statements
commencing new plans.
Boards proposal for
Pensions
distribution of profits
The possible reward is paid as a combination of shares and cash. The cash component is The Group’s pension schemes in different countries are arranged in accordance with local
Signatures of the Board
dedicated to cover reward-related taxes and tax-related costs. requirements and legislation. Pension schemes are classified into two categories: defined
Auditor’s Report contribution plans and defined benefit plans. The Group has both defined contribution and
Information for investors Share-based payments that are settled net in shares after withholding taxes are accounted defined benefit plans and the related pension cover is managed by both pension funds and
for in full as equity-settled arrangements despite the fact that the employer pays in cash the insurance companies.
taxes related to the rewards on behalf of the participants.
Contributions under defined contribution plans are expensed as incurred, and once they are
The fair value for the equity settled portion has been determined at grant using the fair value paid to insurance companies the Group has no obligation to pay further contributions. All
of Sanoma share as of the grant date less the expected dividends paid before possible other post-employment benefit plans are regarded as defined benefit plans.
share delivery. The fair value for the cash settled portion is remeasured at each reporting
date until the possible reward payment. The fair value of the liability will thus change in The present value of Sanoma Group’s obligation of defined benefit plans is determined
accordance with the Sanoma share price. Liabilities arising from share-based payments separately for each scheme using the projected unit credit method. Within the defined
represent estimate of the employers’ social costs relating to the payable rewards. The fair benefit plan, pension obligations or pension assets represent the present value of future
value is charged to personnel expenses until vesting. pension payments less the fair value of the plan assets and potential past service cost. The
present value of the defined benefit obligation is determined by using discount interest
A more detailed description of the share-based payments is provided in Note 6.2. rates that are based on high-quality corporate bonds or government bonds whose duration
essentially corresponds with the duration of the pension obligation. Pension expenses under
the defined benefit plan are recognised as expenses for the remaining working lives of the
employees within the plan based on the calculations of authorised actuaries.

SANOMA ANNUAL REPORT 2023 ∙ 177


Remeasurements of the net defined benefit liability are recognised immediately in other
comprehensive income.

OUR BUSINESSES 1.4 Adoption of new and amended standards and interpretations
IN BRIEF The Group has applied the same accounting policies as in the Financial Statements 2022,

SUSTAINABILITY except for the effect of changes required by the adoption of the following new standards,
interpretations and amendments to standards and interpretations as of 1 January 2023:
GOVERNANCE
■ The amendments to IAS 12 have been introduced in response to the OECD's Base Erosion
FINANCIALS
and Profit Shifting (BEPS) Pillar Two rules and include:
Report of the — A mandatory temporary exception to the recognition and disclosure of deferred taxes
Board of Directors
arising from the jurisdictional implementation of the Pillar Two model rules; and
■ Consolidated — Disclosure requirements for affected entities to help users of the financial statements
Financial Statements
better understand the Group’s exposure to Pillar Two income taxes arising from that
Parent Company legislation, particularly before its effective date.
Financial Statements
■ Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities
Boards proposal for
arising from a Single Transaction. The purpose of the amendment is to clarify the
distribution of profits
recognition of deferred taxes for transactions which at the same time give rise to equal
Signatures of the Board
deferred tax liability and a deferred tax asset. Such events include, for example, the
Auditor’s Report recognition of the lease in accordance with IFRS 16. The amendments do not have
Information for investors material effect on the Group's financial statements.

In addition, the Group will apply as of 1 January 2024:

■ Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities


as Current or Non-Current and Non-current Liabilities with Covenants. The amendments
specify requirements related to the classification of liabilities as current or non-current
items and require additional disclosure on loans which contain covenants. The Group
expects that the implementation will have no material impact on the Group's financial
statements.

IASB and IFRIC have issued certain new standards and interpretations, which are not yet
effective, and the Group has not applied these requirements before the effective date. These
standards and amendments are not expected to have material Impact on the Group's
financial statements.

SANOMA ANNUAL REPORT 2023 ∙ 178


OUR BUSINESSES 2. Financial performance
IN BRIEF
2.1 Operating segments...................................................... 180
SUSTAINABILITY
2.2 Net sales............................................................................... 184
GOVERNANCE
2.3 Other operating income............................................... 188
FINANCIALS 2.4 Employee benefit expenses....................................... 188
Report of the
2.5 Materials and services and
Board of Directors other operating expenses........................................... 188
■ Consolidated 2.6 Depreciation, amortisation
Financial Statements and impairment losses................................................. 189
Parent Company 2.7 Financial items.................................................................. 190
Financial Statements 2.8 Income taxes and deferred taxes............................ 190
Boards proposal for 2.9 Earnings per share.......................................................... 193
distribution of profits
Signatures of the Board
Auditor’s Report
Information for investors

SANOMA ANNUAL REPORT 2023 ∙ 179


2.1 Operating segments
In 2023, Sanoma Group included two operating segments which are its two strategic
business units Sanoma Learning and Sanoma Media Finland. This is aligned with the way
Sanoma manages the businesses.
OUR BUSINESSES
IN BRIEF Learning
SUSTAINABILITY Sanoma Learning is one of the global leaders in K12 education, serving about 25 million
students in 12 European countries. Our learning products and services enable teachers
GOVERNANCE to develop the talents of every child to reach their potential. We offer printed and digital
FINANCIALS learning content as well as digital learning and teaching platforms for K12, i.e. primary,
secondary and vocational education, and we aim to continue to grow our business in Europe
Report of the and beyond. We develop our methodologies based on deep teacher and student insight
Board of Directors
and truly understanding their individual needs. By combining our educational technologies
■ Consolidated
and pedagogical expertise, we create learning products and services with the highest
Financial Statements
learning impact.
Parent Company
Financial Statements
Media Finland
Boards proposal for
Sanoma Media Finland is the leading cross-media company in Finland, reaching 97%
distribution of profits
of all Finns weekly. We provide information, experiences, inspiration and entertainment
Signatures of the Board
through multiple media platforms: newspapers, TV, radio, events, magazines, online and
Auditor’s Report mobile channels. We have leading brands and services, such as Helsingin Sanomat, Ilta-
Information for investors Sanomat, Aamulehti, Me Naiset, Aku Ankka, Nelonen, Ruutu, Supla and Radio Suomipop. For
advertisers, we are a trusted partner with insight, impact and reach.

Other operations/eliminations
In addition to the Group eliminations, the column Other operations/eliminations includes
non-core operations, head office functions and items not allocated to segments.

SANOMA ANNUAL REPORT 2023 ∙ 180


SEGMENTS 2023
Other operations/
EUR million Learning Media Finland eliminations Total

External net sales 795.2 597.7 1,392.9


Internal net sales 0.0 0.2 -0.2
OUR BUSINESSES
NET SALES 795.2 597.8 -0.2 1,392.9
IN BRIEF
Depreciation, amortisation and impairment losses -132.1 -102.6 -1.2 -235.9
SUSTAINABILITY EBIT 70.6 -8.4 -10.5 51.7

GOVERNANCE OPERATIONAL EBIT EXCL. PPA ¹ 148.4 39.8 -12.9 175.4


Share of results in associated companies -0.6 -0.6
FINANCIALS
Financial income 8.6 8.6
Report of the Financial expenses -39.1 -39.1
Board of Directors RESULT BEFORE TAXES 20.6
■ Consolidated Income taxes -16.5
Financial Statements RESULT FOR THE PERIOD 4.1
Parent Company Capital expenditure 33.8 8.6 0.7 43.1
Financial Statements
Goodwill 2 868.3 111.7 -167.7 812.2
Boards proposal for Equity-accounted investees 3.6 3.6
distribution of profits
Segment assets 1,745.2 376.5 -170.5 1,951.3
Signatures of the Board
Other assets 85.3
Auditor’s Report TOTAL ASSETS 2,036.6
Information for investors Segment liabilities 267.2 183.9 -36.1 415.0
Other liabilities 822.2
TOTAL LIABILITIES 1,237.2
Free cash flow 1 46.3 37.7 21.1 105.1
Average number of employees (full-time equivalents) 2,849 2,144 125 5,119

¹ Non-audited
2
Other operations/eliminations column includes adjustment of goodwill related to legal restructuring of Learning.

Operational EBIT excl. PPA is adjusted by items affecting comparability.

SANOMA ANNUAL REPORT 2023 ∙ 181


SEGMENTS 2022
Other operations/
EUR million Learning Media Finland eliminations Total

External net sales 681.0 617.3 1,298.3


Internal net sales 0.0 0.8 -0.8
OUR BUSINESSES
NET SALES 681.0 618.1 -0.8 1,298.3
IN BRIEF
Depreciation, amortisation and impairment losses -124.5 -91.3 -0.7 -216.5
SUSTAINABILITY EBIT 67.2 54.3 -9.4 112.0

GOVERNANCE OPERATIONAL EBIT EXCL. PPA ¹ 131.8 65.8 -8.4 189.3


Share of results in associated companies -0.4 -0.4
FINANCIALS
Financial income 9.5 9.5
Report of the Financial expenses -22.0 -22.0
Board of Directors RESULT BEFORE TAXES 99.2
■ Consolidated Income taxes -22.2
Financial Statements RESULT FOR THE PERIOD 77.0
Parent Company Capital expenditure 40.4 8.9 3.6 52.9
Financial Statements
Goodwill 2
869.8 110.0 -167.7 812.1
Boards proposal for Equity-accounted investees 4.0 0.0 4.1
distribution of profits
Segment assets 1,757.4 423.4 -140.9 2,039.9
Signatures of the Board
Other assets 63.7
Auditor’s Report TOTAL ASSETS 2,103.6
Information for investors Segment liabilities 270.4 206.3 -73.9 402.8
Other liabilities 998.6
TOTAL LIABILITIES 1,401.5
Free cash flow 1 80.8 49.1 -18.2 111.7
Average number of employees (full-time equivalents) 2,717 2,160 141 5,018

1
Non-audited
2
Other operations/eliminations column includes adjustment of goodwill related to legal restructuring of Learning.

Operational EBIT excl. PPA is adjusted by items affecting comparability.

SANOMA ANNUAL REPORT 2023 ∙ 182


The accounting policies for segment reporting do not differ from the accounting policies for decision-maker. Segment assets do not include cash and cash equivalents, interest-bearing
the consolidated financial statements. The decisions concerning assessing the performance receivables, tax receivables and deferred tax receivables. Segment liabilities do not include
of operating segments and allocating resources to the segments are based on segments’ financial liabilities, tax liabilities and deferred tax liabilities. Capital expenditure includes
EBIT and operational EBIT excl. PPA. Sanoma’s President and CEO acts as the chief operating investments in tangible and intangible assets. Transactions between segments are based on
OUR BUSINESSES market prices.
IN BRIEF
INFORMATION ABOUT GEOGRAPHICAL AREAS 2023
SUSTAINABILITY
EUR million Finland The Netherlands Other EU countries Other countries Total
GOVERNANCE
External net sales 658.4 218.7 502.1 13.7 1,392.9
FINANCIALS Non-current assets 465.5 530.5 718.2 14.2 1,728.3

Report of the
Board of Directors
INFORMATION ABOUT GEOGRAPHICAL AREAS 2022
■ Consolidated
Financial Statements EUR million Finland The Netherlands Other EU countries Other countries Total
Parent Company External net sales 676.7 223.4 380.7 17.5 1,298.3
Financial Statements Non-current assets 479.4 551.3 726.6 14.8 1,772.2
Boards proposal for
distribution of profits
Signatures of the Board
External net sales and non-current assets are reported based on where the company is The Group’s revenues from transactions with any single external customer do not amount to
Auditor’s Report domiciled. Non-current assets do not include financial instruments, deferred tax receivables 10% or more of the Group’s net sales.
Information for investors and assets related to defined benefit plans.

SANOMA ANNUAL REPORT 2023 ∙ 183


2.2 Net sales Products and Nature of products and services, timing of satisfaction of performance
services obligations and significant payment terms
Nature of goods and services
Educational books Educational books include revenue from publishing books for primary,
The following is a description of principal activities - separated by operating segments secondary and vocational education. Revenue is recognised when the books
- from which the Group generates its revenue. Sanoma Group includes two operating are delivered to the customer (point-in-time). Revenue from books with a right
of return is presented after deducting the estimated returns. Books are usually
OUR BUSINESSES segments, which are its strategic business units Sanoma Learning and Sanoma Media billed upon delivery and paid according to the payment terms on the invoices.
IN BRIEF Finland. For more detailed information about operating segments, see Note 2.1. Access to online Access to online learning platforms can either be sold separately or in
learning platforms combination with educational books. Revenue of access to online learning
SUSTAINABILITY platforms is recognised over the period (over-time) the customer has access to
Learning segment the platform (usually during a school year). Access services are usually paid in
GOVERNANCE advance in monthly, quarterly or annual instalments.
Sanoma Learning is one of the global leaders in K12 education, serving about 25 million
Access to online Access to online teacher solutions and school management systems
FINANCIALS students in 12 European countries. Our learning products and services enable teachers teacher solutions includes revenue of access to online platforms and applications for which
to develop the talents of every child to reach their potential. We offer printed and digital and school revenue is recognised over the period (over-time) that the customer has access
management to the platform.
Report of the learning content as well as digital learning and teaching platforms for K12, i.e. primary, systems
Board of Directors
secondary and vocational education, and we aim to continue to grow our business in Europe Other Other sales mainly include physical distribution of learning materials. For
■ Consolidated learning materials sold, the revenue is recognised when they are delivered
and beyond. We develop our methodologies based on deep teacher and student insight to the customer. For rental learning books, revenue is recognised over the
Financial Statements period (over-time) that the customer rents the book. Other sales also include
and truly understanding their individual needs. By combining our educational technologies
Parent Company consultancy services in testing and assessment activities. This is considered
and pedagogical expertise, we create learning products and services with the highest a separate performance obligation which is recognised in revenue over time
Financial Statements when the service is delivered. Testing and assessment services are billed and
learning impact. paid on a monthly basis.
Boards proposal for
distribution of profits
Sales are primarily generated through the sale of educational books and granting access
Signatures of the Board
to online learning platforms. In most cases, customer contracts include a combination of
Auditor’s Report books, CDs and access to platforms. In these cases educational books and the access to the
Information for investors online platform are considered distinct and therefore identified as separate performance
obligations. The consideration is allocated between the separate performance obligations
based on their stand-alone selling prices. The stand-alone selling prices are determined
based on the list prices at which the Group sells the identifiable products and services. For
items that are not sold separately by the Group, the stand-alone selling prices are estimated
using the adjusted market assessment approach.

SANOMA ANNUAL REPORT 2023 ∙ 184


Media Finland segment Products and Nature of products and services, timing of satisfaction of performance
services obligations and significant payment terms
Sanoma Media Finland is the leading cross-media company in Finland, reaching 97%
Advertising Print advertising is generated through classical pages, classified ads (small
of all Finns weekly. We provide information, experiences, inspiration and entertainment advertisements categorised by topic) or plus propositions and inserts (flyers,
through multiple media platforms: newspapers, TV, radio, events, magazines, online and cards, etc). Revenue recognition is at issue date (point-in-time) of the magazine/
newspaper. Revenue is the net price; discounts are subtracted. Discounts can be
OUR BUSINESSES mobile channels. We have leading brands and services, such as Helsingin Sanomat, Ilta- agency discounts, generic discounts or volume discounts. Advertising services
IN BRIEF are usually billed and paid on a weekly or monthly basis.
Sanomat, Aamulehti, Me Naiset, Aku Ankka, Nelonen, Ruutu, Supla and Radio Suomipop. For
TV and radio advertising mainly relates to spot advertising for both free-to-air
SUSTAINABILITY advertisers, we are a trusted partner with insight, impact and reach. (FTA) channels and video-on-demand (VOD) generated from contracts with
media agencies. Revenue is recognised when the commercial is broadcasted
GOVERNANCE (point-in-time). Advertising services are usually billed and paid on a weekly or
Sanoma Media Finland principally generates consumer revenue from providing consumer monthly basis.
FINANCIALS magazines, newspapers, events, online services and SVOD (Subscription video on demand) Online and mobile advertising is generated through display sales (e.g. banners
and AOD (Audio on demand). Through combining media content and customer data, and buttons) and non-display sales, which is primarily branded content. Both
display and non-display sales are recognised over-time, during the running time
Report of the advertising revenue is generated by providing successful marketing solutions for our clients. of the advertising campaign. Performance-based revenue is generated based
Board of Directors on number of clicks and/or fee for leads generated through the Group’s websites
The typical length of customer contracts is 12 months or less. (affiliate sales). Performance-based revenue is recognised at a point-in-time.
■ Consolidated Advertising services are usually billed and paid on a weekly or monthly basis.
Financial Statements
Print sales are generated primarily from circulation sales, both subscriptions and single Subscription Magazine and newspaper subscriptions include subscriptions to magazine
Parent Company and newspaper content in print, digital and bundle format. The subscription terms
copy sales. In addition, print sales include advertising sales. Non-print sales are generated vary from a few months up to more than 12 months. A part of the subscriptions are
Financial Statements continuous, and end only when the customer ends them. Revenue is recognised
from subscriptions for online news, SVOD and AOD as well as advertising sales generated based on publication dates over the contract term (over-time). Contracts are
Boards proposal for ended after the contract term and renewals are agreed at regular prices, therefore
through TV, VOD, radio, online and mobile channels. Also revenue generated from events
distribution of profits treated as new contracts. New subscriptions are offered at full price or at a discount.
(both consumer income and other B2B revenue) is included in non-print sales. Revenue is presented net of the granted discount. When a new subscription is
Signatures of the Board made, the customer may be offered a free premium article. The article is considered
a separate performance obligation for which the stand-alone selling price is
Auditor’s Report For each customer contract, the Group accounts for individual performance obligations recognised when the control of the product is transferred to the customer (point-
in-time). For subscription bundles (combination of print, online and/or event), the
Information for investors separately if they are distinct. A product or service is considered distinct if it is separately separate products are identified as separate performance obligations. Revenue
identifiable from other promises in the contract and if a customer can benefit from it on its is recognised based on the issue dates of respective products during the contract
term (over-time). Print subscriptions are usually paid in advance in monthly,
own. The consideration is allocated between separate performance obligations based on quarterly or annual instalments.
their stand-alone selling prices. The stand-alone selling prices are determined based on Video and audio subscriptions include consumer subscriptions to video-on-
demand and audio-on-demand. Revenue is recognised over the length of the
the list prices at which the Group sells the identifiable products and services. For items that subscription term (over-time). Video and audio subscriptions are usually paid in
advance in monthly, quarterly or annual instalments.
are not sold separately by the Group, the stand-alone selling prices are estimated using the
Single copy Single copy sales relate to magazines and newspapers sold in kiosks,
adjusted market assessment approach. supermarkets and other retail channels. Retailers have a right of return for unsold
copies. Revenue is recognised at the moment the products are delivered to the
retailer (point-in-time), taking into account a provision for estimated returns.
Single copy are usually billed and paid on a weekly or monthly basis.
Other B2C sales Other B2C sales consist of product sales, income from events (consumer part),
newspaper consumer announcements and other consumer income. Revenue is
recognised at a point-in-time. Other B2C sales are usually billed and paid on a
monthly basis.
Other B2B sales Other B2B sales include printing sales, income from events (B2B part), licensing,
gift cards, service sales, commission sales and distribution sales. Based on the
nature of the performance obligations other B2B sales are recognised both at a
point-in-time and over-time. Other B2B are usually billed and paid on a monthly
basis.

SANOMA ANNUAL REPORT 2023 ∙ 185


Disaggregation of revenue
In the following table, revenue is disaggregated by primary geographical market, major
products/ services lines and timing of revenue recognition. The table also includes a
reconciliation of the disaggregated revenue by the Group’s two operating segments.
OUR BUSINESSES Information on operating segments is presented in Note 2.1.
IN BRIEF
DISAGGREGATION OF REVENUE 2023 DISAGGREGATION OF REVENUE 2022
SUSTAINABILITY
Other Other
Media operations/ Media operations/
GOVERNANCE EUR million Learning Finland eliminations Total EUR million Learning Finland eliminations Total
FINANCIALS Finland 60.9 597.8 -0.2 658.5 Finland 59.7 618.1 -0.8 677.0
The Netherlands 218.7 218.7 The Netherlands 223.4 223.4
Report of the
Board of Directors Poland 125.7 125.7 Poland 109.0 109.0
Spain 152.4 152.4 Spain 129.7 129.7
■ Consolidated
Financial Statements Italy 104.7 104.7 Italy 30.8 30.8
Belgium 82.1 82.1 Belgium 83.7 83.7
Parent Company
Financial Statements Other companies and eliminations 50.8 50.8 Other companies and eliminations 44.7 44.7

Boards proposal for Primary geographical markets 795.2 597.8 -0.2 1,392.9 Primary geographical markets 681.0 618.1 -0.8 1,298.3
distribution of profits
Signatures of the Board Learning solutions 660.4 0.0 660.4 Learning solutions 553.1 0.0 553.1

Auditor’s Report Advertising 219.2 -0.1 219.1 Advertising 235.7 -0.6 235.1
Subscription 246.0 0.0 246.0 Subscription 247.4 0.0 247.4
Information for investors
Single copy 38.3 38.3 Single copy 39.3 39.3
Other 134.7 94.3 0.0 229.0 Other 127.9 95.8 -0.2 223.5
Major product lines/services 795.2 597.8 -0.2 1,392.9 Major product lines/services 681.0 618.1 -0.8 1,298.3

Recognition at a point-in-time 655.5 178.9 -0.2 834.2 Recognition at a point-in-time 532.4 193.0 -0.8 724.6
Recognition over-time 139.7 419.0 558.7 Recognition over-time 148.6 425.1 573.7
Timing of revenue recognition 795.2 597.8 -0.2 1,392.9 Timing of revenue recognition 681.0 618.1 -0.8 1,298.3

The revenue per country is based on the location of the entity that generates the revenue.

SANOMA ANNUAL REPORT 2023 ∙ 186


Contract balances UNSATISFIED PERFORMANCE OBLIGATIONS
The following table provides information about contract assets and contract liabilities from
EUR million 2024 > 2024 Total
contracts with customers.
Learning 87.3 0.8 88.1
2023 2022 Media Finland 64.6 64.6
OUR BUSINESSES
Contract Contract Contract Contract Total 151.9 0.8 152.7
IN BRIEF EUR million assets liabilities assets liabilities

SUSTAINABILITY 1 Jan 0.6 141.9 0.4 154.8


Revenue recognised that was -139.3 -152.3 DISTRIBUTION OF NET SALES BETWEEN GOODS AND SERVICES
GOVERNANCE included in the contract liability at
the beginning of the period EUR million 2023 2022
FINANCIALS Increases due to cash received, 150.2 139.4
excluding amounts recognised as Sale of goods 834.0 767.2
Report of the revenue during the period Rendering of services 558.9 530.7
Board of Directors Transfers from contract assets -0.6 -0.4 Total 1,392.9 1,298.3
recognised at the beginning of the
■ Consolidated period to receivables
Financial Statements
Increase in contract assets due to 0.5 0.6
Parent Company fulfilled performance obligations
not yet invoiced The sale of goods includes sales of magazines, newspapers and books as well as the sale of
Financial Statements
31 Dec 0.5 152.7 0.6 141.9 other physical items.
Boards proposal for
distribution of profits
Rendering of services consists of advertising sales in magazines, newspapers, TV, radio and
Signatures of the Board
The contract assets primarily relate to performance obligations that have been fulfilled, online as well as sales of online marketplaces. In addition, sales of services include income
Auditor’s Report but for which invoicing has not yet taken place. The contract assets are transferred to from renting learning books as well as user fees for e-learning solutions and databases.
Information for investors receivables upon invoicing and therefore becoming unconditional. The contract liabilities
primarily relate to advance considerations received from customers and for which revenue
is recognised at the moment of fulfilling the performance obligation. Contract assets and
liabilities relate to customer contracts that are generally settled within 12 months after
inception of the contract, with the exception of customer contracts for digital products in
Sanoma Learning, which are settled between 6 months to maximum 8 years after inception
of the contract.

Information on trade receivables is further disclosed in Notes 4.2 and 4.3 Trade and other
receivables and Note 5.2 Financial risk management.

Transaction price allocated to remaining performance obligations


The following table includes revenue expected to be recognised in the future related to
performance obligations that are unsatisfied (or partially unsatisfied) at the reporting date.

SANOMA ANNUAL REPORT 2023 ∙ 187


2.3 Other operating income 2.5 Materials and services and other operating expenses
OTHER OPERATING INCOME MATERIALS AND SERVICES

EUR million 2023 2022 EUR million 2023 2022

OUR BUSINESSES Gains on sale of property, plant and equipment 1.5 1.3 Paper costs -54.2 -42.7
IN BRIEF Gains on sale of Group companies and operations 1.6 0.9 Raw materials and supplies -112.7 -101.4
Gains on sale of investment property 2.9 Purchased transport and distribution service -98.2 -98.5
SUSTAINABILITY
Rental income from investment property 0.1 0.1 Purchased printing -72.7 -58.5
GOVERNANCE Other rental income 5.3 5.1 Sales and commission costs -13.8 -17.3
FINANCIALS Government grants 0.1 0.1 Editorial subcontracting -11.9 -12.6
Other 13.8 13.6 Royalties -48.8 -43.3
Report of the
Total 25.6 21.0 Other purchased services -48.1 -53.2
Board of Directors
Other -26.7 -30.5
■ Consolidated
Financial Statements Total -487.0 -458.0
The Group's other rental income is mostly related to sub-leases.
Parent Company
Financial Statements OTHER OPERATING EXPENSES
Other operating income includes EUR 4.3 million (2022: 4.0) reprography fee income and
Boards proposal for EUR million 2023 2022
EUR 2.8 million (2022: 2.8) income related to alternative payment methods.
distribution of profits
Operating costs of premises -9.7 -10.6
Signatures of the Board
More information on investment property can be found in Note 4.6. Rents -4.8 -3.8
Auditor’s Report
Advertising and marketing -56.9 -40.6
Information for investors Office and ICT expenses -98.5 -85.7
2.4 Employee benefit expenses
Professional fees -28.9 -33.5
EMPLOYEE BENEFIT EXPENSES Travel expenses -6.8 -6.0
EUR million 2023 2022 Other -33.5 3.0

Wages, salaries and fees -328.5 -286.0 Total -239.0 -177.2

Equity-settled share-based payments -4.4 -3.9


Pension costs, defined contribution plans -37.6 -36.6
The Group had no material research and development expenditure during the financial year
Pension costs, defined benefit plans -1.8 -2.2
or during the comparative year. In 2023, other operating expenses include EUR -35.9 million
Other social expenses -33.2 -27.5
VAT claims for years 2015-2018 and 2019-2021. Other operating expenses include also
Total -405.4 -356.2 cost adjustments related to the capitalisation in PPE and intangible assets.

Wages, salaries and other compensations for key management are presented in Other operating expenses include the following expenses related to lease contracts.
Note 6.3 and share-based payments are described in Note 6.2. Post employment benefits
are described in Note 4.9.

SANOMA ANNUAL REPORT 2023 ∙ 188


EUR million 2023 2022 2.6 Depreciation, amortisation and impairment losses
Expense relating to short-term leases -4.3 -2.1
DEPRECIATION, AMORTISATION AND IMPAIRMENT LOSSES
Expense relating to leases of low-value assets 0.0 -0.1
Expense relating to variable lease payments not included in lease liabilities -1.2 -1.0 EUR million 2023 2022

OUR BUSINESSES Amortisation of intangible assets


IN BRIEF Purchase price allocation amortisation -41.3 -39.3
AUDIT FEES Other amortisation of intangible assets
SUSTAINABILITY
EUR million 2023 2022 Prepublication rights of learning materials -42.5 -31.6
GOVERNANCE Film and TV broadcasting rights -58.9 -54.2
Statutory audit -1.3 -1.4
FINANCIALS Audit related services 0.0 0.0 Other intangible assets -26.8 -26.2

Tax services 0.0 0.0 Total -169.6 -151.4


Report of the
Board of Directors Other non-audit services -0.2 -0.1
Total -1.6 -1.5 Depreciation of property, plant and equipment
■ Consolidated
Financial Statements Rental books -7.4 -11.5
Other depreciation -7.9 -8.6
Parent Company In 2023, PricewaterhouseCoopers Oy, a firm of Authorised Public Accountants, acted as
Financial Statements Total -15.3 -20.2
Sanoma’s auditor.
Boards proposal for
distribution of profits Depreciation of right of use assets
PricewaterhouseCoopers Oy has provided non-audit services to entities of Sanoma Group
Signatures of the Board Buildings -27.9 -26.6
in total EUR 0.2 million (2022: 0.1) during the financial year 2023. The services for the year
Machinery and vehicles -5.4 -6.0
Auditor’s Report 2023 included auditors' statements, tax services and other services.
Total -33.3 -32.6
Information for investors

Impairment losses -17.7 -12.4

Total -235.9 -216.5

SANOMA ANNUAL REPORT 2023 ∙ 189


2.7 Financial items 2.8 Income taxes and deferred taxes
FINANCIAL ITEMS INCOME TAXES

EUR million 2023 2022 EUR million 2023 2022

Dividend income 0.1 0.1 Income taxes on operational income -26.3 -33.9
OUR BUSINESSES
IN BRIEF Interest income from financial assets measured at amortised cost 2.2 0.9 Income taxes from previous periods 6.2 0.1
Forward currency exchange contracts, change in fair value 0.0 Withholding tax on dividends -0.1
SUSTAINABILITY
Exchange rate gains 5.7 4.0 Change in deferred tax 3.5 11.7
GOVERNANCE Other financial income 0.7 4.5 Tax expense in the income statement -16.5 -22.2
Financial income total 8.6 9.5
FINANCIALS
Interest expenses from financial liabilities measured at amortised cost -25.0 -10.2
INCOME TAX RECONCILIATION AGAINST LOCAL TAX RATES
Report of the Interest expenses on leases -6.4 -4.7
Board of Directors EUR million 2023 2022
Forward currency exchange contracts, no hedge accounting, change in 0.0 -0.3
■ Consolidated fair value
Result before taxes 20.6 99.2
Financial Statements Fair value losses -1.0
Tax calculated at (Finnish) statutory rate 20% -4.1 -19.8
Parent Company Exchange rate losses -3.8 -4.2
Effect of different tax rates in the operating countries -0.3 -1.1
Financial Statements Other financial expenses -3.0 -2.7
Non-taxable income 0.8 0.9
Boards proposal for Financial expenses total -39.1 -22.0
Non-deductible expenses -10.8 -2.1
distribution of profits Total -30.5 -12.5
Withholding tax on dividends -0.1
Signatures of the Board
Tax relating to previous accounting periods 6.2 0.1
Auditor’s Report In comparable year 2022, other financial income included a EUR 3 million change in fair Effect of joint ventures and associated companies 0.4 0.0
Information for investors value of a liability related to an earlier acquisition in Learning. Write down or non-recognition of deferred tax assets from losses -8.7
Dispute regarding VAT treatment of certain magazines -2.0
Other items 2.0 0.0
Income taxes in the income statement -16.5 -22.2
Effective tax rate 80.3 22.4

SANOMA ANNUAL REPORT 2023 ∙ 190


DEFERRED TAX RECEIVABLES AND LIABILITIES 2023
Recorded in the Recorded in Operations Recorded in other Translation differences
EUR million At 1 Jan income statement the equity acquired/ sold comprehensive income and reclassifications At 31 Dec

Deferred tax receivables


Tax losses carried forward and unused credits 10.2 -7.4 -0.8 2.1
OUR BUSINESSES
IN BRIEF PPE and intangible assets 51.4 -1.2 -2.8 47.4
Inventories 0.1 0.1 0.0 0.2
SUSTAINABILITY Trade and other receivables 0.1 0.1 0.2
GOVERNANCE Provisions 3.4 1.4 0.3 5.0
Pension obligations, defined benefit plans 1.0 -0.2 0.3 0.0 1.2
FINANCIALS
Other items 0.9 0.9 0.5 0.2 2.5
Report of the Total 67.1 -6.3 0.3 -2.6 58.5
Board of Directors Offsetting of deferred tax assets and liabilities -56.4 -53.0
■ Consolidated Total 10.7 5.5
Financial Statements Deferred tax liabilities
Parent Company PPE and intangible assets 172.4 -8.9 0.3 -2.8 161.0
Financial Statements Inventories 0.0 0.0 0.0 0.0
Boards proposal for Pension assets, defined benefit plans 3.1 -0.6 3.5 0.0 6.0
distribution of profits
Other items 2.2 -0.3 0.0 1.9
Signatures of the Board Total 177.8 -9.8 0.3 3.5 -2.8 169.0
Auditor’s Report Offsetting of deferred tax assets and liabilities -56.4 -53.0

Information for investors Total 121.4 116.0

SANOMA ANNUAL REPORT 2023 ∙ 191


DEFERRED TAX RECEIVABLES AND LIABILITIES 2022
Recorded in the Recorded in Operations Recorded in other Translation differences
EUR million At 1 Jan income statement the equity acquired/ sold comprehensive income and reclassifications At 31 Dec

Deferred tax receivables


Tax losses carried forward and unused credits 9.2 1.6 0.0 -0.6 10.2
OUR BUSINESSES
IN BRIEF PPE and intangible assets ¹ 33.8 0.7 17.3 -0.5 51.4
Inventories 0.1 -0.1 0.1 0.1
SUSTAINABILITY Trade and other receivables 0.2 -0.1 0.1
GOVERNANCE Provisions 4.1 -0.6 -0.1 3.4
Pension obligations, defined benefit plans 1.4 0.0 -0.4 0.0 1.0
FINANCIALS
Other items 1.7 -1.1 0.3 0.9
Report of the Total 50.5 0.6 17.3 -0.4 -0.8 67.1
Board of Directors Offsetting of deferred tax assets and liabilities¹ -41.1 -56.4
■ Consolidated Total 9.4 10.7
Financial Statements Deferred tax liabilities
Parent Company PPE and intangible assets ¹ 162.9 -12.5 20.9 1.1 172.4
Financial Statements Inventories 0.0 0.0 0.0 0.0
Boards proposal for Pension assets, defined benefit plans 5.5 -0.6 -1.7 0.0 3.1
distribution of profits
Other items 0.0 2.1 1.9 -1.7 2.2
Signatures of the Board Total 168.5 -11.1 22.8 -1.7 -0.6 177.8
Auditor’s Report Offsetting of deferred tax assets and liabilities¹ -41.1 -56.4

Information for investors Total 127.4 121.4

¹ The figures have been restated in accordance with the adoption of the amendment to IAS 12, which the Group has applied from 1 January 2023.

TAX LOSSES
Tax losses carried forward Recognised deferred tax asset Unrecognised deferred tax asset
EUR million 2023 2022 2023 2022 2023 2022

Expiry within five years 1.2 1.0 0.0 0.2 0.0 0.0
Expiry after five years 9.3 4.4 0.2 0.6 2.0 0.3
No expiry 58.9 55.7 1.8 9.3 11.8 4.2
Total 69.5 61.0 2.0 10.2 13.8 4.5

SANOMA ANNUAL REPORT 2023 ∙ 192


The recognition of the deferred tax assets is supported by an offsetting deferred tax 2.9 Earnings per share
liabilities and where applicable by the Group's estimations of future taxable profits based
on the approved business plans and budgets of the subsidiary. The Group continually Undiluted earnings per share is calculated by dividing the result for the period attributable
evaluates the assesments in respect of the utilisation of the deferred tax assets. to the equity holders of the Parent Company, adjusted by the tax-adjusted interest on the
OUR BUSINESSES hybrid bond, by the weighted average number of shares outstanding.
IN BRIEF Due to the unlikely use of tax benefits in the coming years, deferred tax receivables of EUR
EARNINGS PER SHARE
SUSTAINABILITY 13.8 million (2022: 4.5) have not been recorded in the consolidated balance sheet based on
2023 2022
the management’s judgement. These unrecognised receivables relate mainly to tax losses
GOVERNANCE carried forward of subsidiaries.
Result attributable to the equity holders of the Parent Company, EUR million 3.3 76.2

FINANCIALS
Pillar II Accrued interest on the hybrid bond -9.5
Report of the Sanoma is within the scope of the OECD Pillar Two global minimum tax model rules. Pillar Tax effect 1.9
Board of Directors Net effect -7.6
Two legislation has been enacted or substantively enacted in certain jurisdictions in which
■ Consolidated
we operate. The legislation will be effective for Sanoma’s financial year beginning 1 January
Financial Statements
2024. Since the Pillar Two legislation was not effective at the reporting date, Sanoma has Weighted average number of shares on the market, thousands 163,253 163,131
Parent Company no related current tax exposure. We apply the exception to recognising and disclosing Earnings per share, EUR -0.03 0.47
Financial Statements
information about deferred tax assets and liabilities related to Pillar Two income taxes, as
Boards proposal for
provided in the amendments to IAS 12 issued in May 2023. Diluted earnings per share is calculated by adjusting the weighted average number of
distribution of profits
shares so that share plans are taken into account.
Signatures of the Board
Under the Pillar Two legislation, Sanoma might be liable to pay a top-up tax for the
Auditor’s Report DILUTED EARNINGS PER SHARE
difference between its effective tax rate per jurisdiction calculated using Global Anti-Base
2023 2022
Information for investors Erosion (GloBE) rules and the 15% minimum rate. We have assessed our exposure to the
Profit used to determine diluted earnings per share, EUR million 3.3 76.2
Pillar Two legislation. The assessment is based on the most recent country-by-country
reporting and IFRS financial data of the jurisdictions. Based on this assessment we are
Accrued interest on the hybrid bond -9.5
currently not expecting additional tax exposure as all jurisdictions should qualify for
transitional safe harbour. Tax effect 1.9
Net effect -7.6

Weighted average number of shares on the market, thousands 163,253 163,131


Effect of share plans, thousands 236 362
Diluted average number of shares, thousands 163,489 163,492
Diluted earnings per share, EUR -0.03 0.47

Information on share plans is presented in Note 6.2. For more information on shares and
shareholders, see Report of the Board of Directors, chapter Shares and shareholders.

SANOMA ANNUAL REPORT 2023 ∙ 193


OUR BUSINESSES 3. Acquisitions and
IN BRIEF capital expenditure
SUSTAINABILITY
3.1 Acquisitions and divestments................................... 195
GOVERNANCE 3.2 Intangible assets.............................................................. 198
FINANCIALS 3.3 Property, plant and equipment and
right-of-use assets.......................................................... 202
Report of the
Board of Directors
■ Consolidated
Financial Statements
Parent Company
Financial Statements
Boards proposal for
distribution of profits
Signatures of the Board
Auditor’s Report
Information for investors

SANOMA ANNUAL REPORT 2023 ∙ 194


3.1 Acquisitions and divestments

Acquisitions in 2023
In 2023, Sanoma invested EUR 4.4 million in business acquisitions. IMPACT OF BUSINESS ACQUISITIONS ON GROUP'S ASSETS AND LIABILITIES
OUR BUSINESSES Italy and
IN BRIEF On 30 August 2023, Sanoma Media Finland acquired 100% of the shares of Marva Media EUR million 2023 Germany Other 2022

SUSTAINABILITY Oy and Rauman Suorajakelu Oy. Marva Media publishes the newspaper Länsi-Suomi and Property, plant and equipment 0.0 2.0 0.0 2.0
the city paper Raumalainen. The transaction strengthens the reach of Sanoma's regional Right-of-use assets 0.1 6.7 0.3 7.0
GOVERNANCE newsmedia and the customer base in the Satakunta area. Intangible assets 2.0 86.5 3.1 89.6
FINANCIALS Other non-current assets 0.0 15.5 0.0 15.5
On 3 April 2023, Sanoma Learning acquired the rest of the shares of Tutorhouse Oy and Inventories 34.8 0.0 34.8
Report of the increased its ownership from 80% to 100%. Other current assets 3.3 85.0 0.5 85.4
Board of Directors
Assets, total 5.4 230.5 3.9 234.4
■ Consolidated
On 31 March 2023, Sanoma Learning acquired the rest of the shares of Clickedu and
Financial Statements Non-current liabilities -2.3 -29.6 -1.0 -30.6
increased its ownership from 67% to 100%.
Current liabilities -2.5 -44.3 -0.7 -44.9
Parent Company
Financial Statements Liabilities, total -4.8 -73.9 -1.7 -75.5
On 17 February 2023, Sanoma Media Finland acquired the rest of the shares of Valopilkku
Boards proposal for Fair value of acquired net assets 0.6 156.6 2.3 158.9
and increased its ownership to 100%.
distribution of profits Acquisition cost 1.6 212.1 5.0 217.0

Signatures of the Board Fair value of previously held interest 0.2


On 10 February 2023, Sanoma Media Finland increased its ownership in Kaiku
Auditor’s Report Fair value of acquired net assets -0.6 -156.6 -2.3 -158.9
Entertainment Oy from 60% to 100%.
Goodwill from the acquisitions 1.2 55.5 2.7 58.2
Information for investors
On 31 August 2022, Sanoma acquired Pearson’s local K12 learning content business in Italy
and its small exam preparation business in Germany. Acquisition accounting for Sanoma
ACQUISITIONS OF NON-CONTROLLING INTERESTS
Italy was disclosed in the 2022 financial statements as provisional. The purchase price
EUR million 2023 2022
allocation was finalised during Q3 2023, resulting in EUR 0.5 million decrease in goodwill.
The purchase price has been allocated to identified net assets which include trademarks, Acquisition cost 2.8
customer relationships, ELT (English language teaching) distribution agreement and Book value of the acquired interest 1.1
inventory. Impact on consolidated equity -1.7

Net sales of Sanoma Group would have totalled approx. EUR 1,397 million, if acquisitions
had taken place at the beginning of the year 2023. The effect of the acquisitions on the
Group’s 2023 result before taxes was minor.

SANOMA ANNUAL REPORT 2023 ∙ 195


CASH PAID TO OBTAIN CONTROL, NET OF CASH ACQUIRED The agreed cash and debt free enterprise value of the acquired business including purchase
price adjustments of EUR 22.5 million amounted to EUR 212.1 million and was paid in cash
Italy and
EUR million 2023 Germany Other 2022 at closing. The enterprise value represents an EV / adjusted EBITDA 2021 multiple of 6.4x. By
adding the estimated costs for separation and integration as well as the additional investments
Acquisition cost 1.6 212.1 5.0 217.0
OUR BUSINESSES in digital development, the multiple increases to approx. 7.2x. Sanoma financed the acquisition
Cash and cash equivalents of acquired
IN BRIEF operations -1.5 -9.9 -0.3 -10.2 with a EUR 250 million 4-year term loan facility with Nordea Bank Abp, OP Corporate Bank plc

SUSTAINABILITY Decrease (+) / increase (-) in acquisition and Skandinaviska Enskilda Banken AB (publ). The remaining part of the term loan was used
liabilities 0.2 -2.0 -2.0
for an early repayment of an EUR 50 million term loan due in February 2023.
GOVERNANCE Cash paid to obtain control,
net of cash acquired 0.4 202.2 2.7 204.9
FINANCIALS Sanoma estimated that the acquisition will create separation, integration and rebranding
costs, to be booked as items affecting comparability (IACs), of approx. EUR 14 million during
Acquisition cost 2.8
Report of the 18–24 months after closing. Sanoma booked EUR 7 million of transaction costs as IACs in
Board of Directors Decrease (+) / increase (-) in acquisition
liabilities 4.3 1.0 1.0 Sanoma Learning’s 2022 result.
■ Consolidated
Cash paid on acquisitions of
Financial Statements non-controlling interests 7.1 1.0 1.0
Acquisition accounting for the acquired business was disclosed in 2022 financial statements
Parent Company as provisional, which means that the value of the purchase price and identifiable net assets
Financial Statements
Acquisitions in 2022 may still change. The initial purchase price of EUR 212.1 million was allocated to identified net
Boards proposal for
In 2022, Sanoma invested EUR 217 million in business acquisitions. assets which include trademarks, customer relationships, ELT (English language teaching)
distribution of profits
distribution agreement and inventory with the remaining residual accounted for as goodwill.
Signatures of the Board
On 31 August, Sanoma acquired Pearson’s local K12 learning content business in Italy and its The goodwill is attributable mainly to assembled workforce and profit expectations of future
Auditor’s Report small exam preparation business in Germany. The acquisition was announced on 7 June 2022. product development, customer relationships and expansion of digital product offering.
Information for investors The acquired business was reported as part of Sanoma Learning SBU as of 31 August 2022.
On 18 March 2022, Sanoma Media Finland acquired Videolle Production Oy. Videolle is a
Pearson Italy is one of the leading providers of learning materials for secondary education digital video marketing office, established in 2014. The acquisition strengthens the range
in the country and it has a leading position in certain subjects, including philosophy and of services offered by Sanoma to its B2B customers. Videolle Production Oy's 24 employees
literature. Under its strong local brands, Pearson Italy offers schools, teachers and students joined Sanoma.
recognised and reputable high-quality learning materials. The acquisition also includes
Pearson’s small exam preparation business in Germany, which will continue to operate On 16 March 2022, Sanoma Learning acquired Gelukskoffer Scholen B.V. in the Netherlands.
under the Stark brand. The acquired businesses have 251 employees, of which 161 are in The company is engaged in developing and publishing learning materials aimed at social
Italy and 90 in Germany. They became employees of Sanoma Learning as from closing. emotional well-being of children.

The net sales of the acquired business included in the Group's consolidated income On 28 January 2022, Sanoma Media Finland acquired radio frequencies from Huittisten
statement since acquisition from 31 August were approx. EUR 37 million and result for the Sanomalehti Oy and began broadcasting Hitmix channel in Satakunta.
period was approx. EUR 2 million.
Net sales of Sanoma Group would have totalled approx. EUR 1,378 million and result before
Sanoma estimated that the acquisition will create synergies of EUR 2–3 million (annual taxes for the period approx. EUR 126 million, if acquisitions had taken place at the beginning
run-rate). The synergies are expected to be realised in full in 18–24 months after closing and of the year 2022.
mainly relate to support functions and procurement.
SANOMA ANNUAL REPORT 2023 ∙ 196
Divestments 2023 Divestments 2022
On 1 November 2023, Sanoma Media Finland sold Earlybird distribution business to On 4 October 2022, Sanoma sold Eduarte, Dutch student administration system provider for
distribution company PPP Finland Oy. vocational education to Topicus, a pan-European provider of vertical market software and
platforms. Net sales of the divested business were EUR 9 million in 2021 and the company
OUR BUSINESSES On 22 February 2023, Sanoma Media Finland sold audio service Supla's audiobook employed 45 people who transferred to the buyer with the divestment.
IN BRIEF operations to BookBeat.

SUSTAINABILITY On 3 January 2022, Sanoma Media Finland sold its newspaper printing facility Savon Paino
IMPACT OF DIVESTMENTS ON GROUP'S ASSETS AND LIABILITIES
to media company Keskisuomalainen. 36 employees of Savon Paino were transferred to
GOVERNANCE EUR million 2023 2022 Keskisuomalainen with the divestment.
FINANCIALS Property, plant and equipment 1.1
Other intangible assets 11.1
Report of the
Inventories 0.3
Board of Directors
Trade and other receivables 0.4
■ Consolidated
Cash and cash equivalents 1.7
Financial Statements
Assets, total 14.6
Parent Company
Financial Statements Deferred tax liabilities -3.0
Trade and other payables -2.1
Boards proposal for
distribution of profits Liabilities, total -5.1

Signatures of the Board Net assets 9.5

Auditor’s Report
Sales price 1.6 11.5
Information for investors
Transaction fees paid -1.1
Net result from sale of operations 1.6 0.9

CASH FLOW FROM SALE OF OPERATIONS

EUR million 2023 2022

Sales price 1.6 11.5


Cash and cash equivalents of divested operations -1.7
Decrease (+) / increase (-) in receivables from
divestment 1.9 -2.1
Cash flow from sale of operations 3.5 7.7

SANOMA ANNUAL REPORT 2023 ∙ 197


3.2 Intangible assets
INTANGIBLE ASSETS 2023
Prepublication Other Advance
EUR million Goodwill Immaterial rights rights intangible assets payments Total

OUR BUSINESSES Acquisition cost at 1 Jan 869.7 542.0 508.5 655.0 33.4 2,608.6
IN BRIEF Increases 65.2 55.3 24.5 11.0 156.1
Acquisitions of operations 3.5 1.2 0.7 5.4
SUSTAINABILITY
Decreases -71.7 -29.2 -5.9 -0.1 -106.9
GOVERNANCE Reclassifications -12.2 -8.1 4.4 7.4 0.9 -7.6

FINANCIALS Exchange rate differences -1.1 0.8 2.2 1.0 0.1 3.0
Acquisition cost at 31 Dec 860.0 529.4 541.2 682.7 45.4 2,658.6
Report of the
Board of Directors
Accumulated amortisation and impairment losses at 1 Jan -57.7 -353.1 -380.6 -266.1 -1,057.5
■ Consolidated
Decreases, disposals and acquisitions 71.7 29.2 5.9 106.8
Financial Statements
Amortisation for the period -74.3 -42.5 -52.8 -169.6
Parent Company
Financial Statements Impairment losses for the period -2.3 -4.1 -3.1 -1.2 -10.7
Reclassifications 12.2 0.1 -4.4 -0.4 0.0 7.4
Boards proposal for
distribution of profits Exchange rate differences -0.3 -1.4 -0.7 0.0 -2.3
Accumulated amortisation and impairment losses at 31 Dec -47.8 -360.0 -402.8 -315.3 -1,125.8
Signatures of the Board
Carrying amount at 31 Dec 812.2 169.4 138.4 367.4 45.4 1,532.7
Auditor’s Report
Information for investors

SANOMA ANNUAL REPORT 2023 ∙ 198


INTANGIBLE ASSETS 2022
Prepublication Other Advance
EUR million Goodwill Immaterial rights rights intangible assets payments Total

Acquisition cost at 1 Jan 810.9 486.9 464.2 643.1 25.2 2,430.3


Increases 56.4 49.4 28.1 12.9 146.8
OUR BUSINESSES
IN BRIEF Acquisitions of operations 58.2 38.2 19.9 31.3 0.2 147.8
Decreases -39.8 -20.4 -37.4 0.0 -97.6
SUSTAINABILITY
Disposal of operations 0.0 -16.6 -16.6
GOVERNANCE Reclassifications 0.7 -1.5 7.5 -4.6 2.1
Exchange rate differences 0.6 -0.4 -3.2 -1.0 -0.2 -4.1
FINANCIALS
Acquisition cost at 31 Dec 869.7 542.0 508.5 655.0 33.4 2,608.6
Report of the
Board of Directors
Accumulated amortisation and impairment losses at 1 Jan -57.7 -324.1 -369.2 -253.3 -1,004.2
■ Consolidated
Decreases, disposals and acquisitions 39.8 20.4 42.9 103.0
Financial Statements
Amortisation for the period -68.1 -31.6 -51.7 -151.4
Parent Company
Impairment losses for the period -1.0 -0.2 -7.1 -8.2
Financial Statements
Reclassifications -2.6 2.5 0.0
Boards proposal for
distribution of profits Exchange rate differences 0.3 2.4 0.5 3.3
Accumulated amortisation and impairment losses at 31 Dec -57.7 -353.1 -380.6 -266.1 -1,057.5
Signatures of the Board
Carrying amount at 31 Dec 812.1 188.9 127.9 388.9 33.4 1,551.1
Auditor’s Report
Information for investors

SANOMA ANNUAL REPORT 2023 ∙ 199


Immaterial rights include purchase price allocations total 155.4 million (2022: 166.7) e.g. CARRYING AMOUNTS OF GOODWILL IN THE CGUS
allocations to trade marks. The prepublication rights of learning materials and solutions
EUR million 2023 2022
are internally generated intangible assets. Other intangible assets include mainly assets
Sanoma Learning 700.5 702.1
identified in acquisition accounting total 290.8 million (2022: 313.5), e.g. purchase price
Sanoma Media Finland 111.7 110.0
OUR BUSINESSES allocated to customer relationships.
IN BRIEF CGUs, total 812.2 812.1

SUSTAINABILITY Excluding goodwill the Group has no intangible assets with indefinite useful lives at the end
of the financial year. Impairment losses recognised from goodwill
GOVERNANCE Impairment losses recognised from goodwill in the financial year amounted to EUR 2.3
FINANCIALS Impairment losses recognised from immaterial rights and other million (2022: 0.0).
intangibles assets
Report of the Intangible assets with definite useful lives are amortised using the straight-line method, Methodology and assumptions used in impairment testing
Board of Directors
except for the immaterial rights where the diminishing method is used for broadcasting Impairment testing of assets is principally carried out on a cash flow basis whereby the
■ Consolidated
rights and the straight-line method for other immaterial rights. At each reporting date it is Value in Use is used as the recoverable amount. The recoverable amount is determined
Financial Statements
assessed whether there is any indication that these intangible assets may be impaired. If based on the present value of future cash flows of the Group's CGUs, using a post-tax WACC.
Parent Company any such indication exists, the recoverable amount of the asset is estimated by determining Deferred and current income tax assets and liabilities (including deferred tax liabilities
Financial Statements
the present value of future cash flows of the asset. related to previous purchase price allocations) have been included in the carrying amount.
Boards proposal for
distribution of profits
Impairment losses totalling EUR 8.4 million (2022: 8.2) were recognised from intangible Calculations of the recoverable amount are based on a five-year forecast period. Cash
Signatures of the Board
assets with definite useful lives, of which EUR 3.6 million related to Sanoma Learning flow estimates are based on management approved strategic plans at the time of testing,
Auditor’s Report strategic business unit (SBU) (2022: 7.2) and EUR 4.8 million related to the Sanoma including assumptions on the development of the business environment. Actual cash flows
Information for investors Media Finland SBU (2022: 1.0). There were no impairments in corporate intangible assets may differ from estimated cash flows if the key assumptions do not realise as estimated.
(2022: 0.0).
The key assumptions in the calculations include profitability level, discount rate, long-term
In Sanoma Media Finland SBU, the impairment related mainly to TV programme rights. growth rate, as well as market positions. Assumptions are based on medium-term strategic
The impairments in the Sanoma Learning SBU mainly related to learning solutions and plans and forecasts made annually in each business unit and approved by the Sanoma
ICT systems. Executive Management Team and the Board in a separate process. Market position and
profitability level assumptions are based on past experience, the assessment of the SBU and
Allocation of goodwill and intangible assets with indefinite useful life Group management of the development of the competitive environment and competitive
For the purpose of impairment testing, goodwill has been allocated to two CGUs which are position of each CGU, as well as the impact of Sanoma’s transformation strategy and cost
operating segments/SBUs. The allocation of goodwill is as presented in the following table. savings initiatives.

SANOMA ANNUAL REPORT 2023 ∙ 200


The terminal growth rate used in the calculations is based on management’s assessment THE AVERAGE DISCOUNT RATE USED IN CALCULATION OF THE RECOVERABLE AMOUNT
of long-term growth. The growth rate is estimated by taking into account growth 2023 2022
% Post-tax Post-tax
projections by market that are available from external sources of information, as well as the
Sanoma Learning 8.6 9.6
characteristics of each CGU. The terminal growth rates used for the CGUs in the reporting
OUR BUSINESSES and comparable period were as follows: Sanoma Media Finland 10.3 8.8
IN BRIEF
THE AVERAGE TERMINAL GROWTH RATE USED IN CALCULATION OF THE RECOVERABLE AMOUNT
SUSTAINABILITY The CGU-specific discount rates represent the blended average cost of capital of each
% 2023 2022 CGU. On an annual basis Sanoma re-assesses the WACC calculation based on updated
GOVERNANCE Sanoma Learning 3.0 3.0 market parameters and updates the WACC accordingly. In impairment test calculations,
FINANCIALS Sanoma Media Finland -1.1 -1.1 capital expenditure is assumed to comprise normal replacement investments, and foreign
exchange rates are based on euro rates at the time of testing.
Report of the
Board of Directors
Following the Finnish market changes in combination with the changes in the Sanoma The recoverable amounts of Sanoma Learning and Sanoma Media Finland clearly exceed
■ Consolidated
Media Finland CGU portfolio (the transformation of traditional media to digital), the terminal their carrying amounts. Any reasonably expected changes in key assumptions would not
Financial Statements
growth rate is expected to be at the same level as last year. The terminal growth rate for result in impairment.
Parent Company the Sanoma Learning CGU is higher than last year based on review and projections of the
Financial Statements
various curriculum cycles across its Footprint markets and due to inflation development.
Boards proposal for
Management has also estimated the expected effects of new reforms and potential industry
distribution of profits
developments.
Signatures of the Board
Auditor’s Report
Information for investors

SANOMA ANNUAL REPORT 2023 ∙ 201


3.3 Property, plant and equipment and right-of-use assets
PROPERTY, PLANT AND EQUIPMENT 2023
Buildings and Machinery and Other Advance
EUR million Land and water structures equipment Rental books tangible assets payments Total

OUR BUSINESSES Acquisition cost at 1 Jan 0.4 8.2 147.5 65.2 27.1 0.2 248.5
IN BRIEF Increases 4.0 8.7 2.1 0.4 15.2
Acquisition of operations 0.0 0.0 0.0 0.0
SUSTAINABILITY
Decreases -1.4 -9.7 -19.4 -0.8 -31.2
GOVERNANCE Reclassifications -0.3 -0.6 0.3 -0.3 -0.8

FINANCIALS Exchange rate differences 0.0 0.1 0.2 0.0 0.0 0.3
Acquisition cost at 31 Dec 0.4 6.6 141.4 54.5 28.8 0.3 232.0
Report of the
Board of Directors
Accumulated depreciation and impairment losses
■ Consolidated at 1 Jan -0.1 -2.6 -135.7 -46.3 -14.6 -199.3
Financial Statements Decreases, disposals and acquisitions 1.4 9.3 17.3 0.8 28.8
Parent Company Depreciation for the period 0.0 -5.2 -7.4 -2.7 -15.3
Financial Statements
Impairment losses for the period -0.4 -0.1 -6.1 0.0 -6.6
Boards proposal for Reclassifications 0.3 0.7 0.1 1.1
distribution of profits
Exchange rate differences 0.0 -0.1 -0.2 0.0 -0.3
Signatures of the Board Accumulated depreciation and impairment losses
Auditor’s Report at 31 Dec -0.1 -1.3 -131.1 -42.6 -16.5 -191.7
Carrying amount at 31 Dec 2023 0.3 5.2 10.2 11.9 12.3 0.3 40.3
Information for investors

SANOMA ANNUAL REPORT 2023 ∙ 202


PROPERTY, PLANT AND EQUIPMENT 2022
Buildings and Machinery and Other Advance
EUR million Land and water structures equipment Rental books tangible assets payments Total

Acquisition cost at 1 Jan 0.6 19.0 191.8 62.2 22.9 0.5 296.8

OUR BUSINESSES Increases 5.0 7.5 5.3 0.4 18.3


IN BRIEF Acquisition of operations 0.2 1.9 2.0
Decreases -0.2 -5.8 -4.6 -3.7 -14.2
SUSTAINABILITY
Disposal of operations -0.2 -10.6 -43.3 0.0 0.0 -54.1
GOVERNANCE Reclassifications 0.0 -0.3 0.8 -0.6 -0.1

FINANCIALS Exchange rate differences 0.0 0.0 -0.2 0.0 0.0 -0.2
Acquisition cost at 31 Dec 0.4 8.2 147.5 65.2 27.1 0.2 248.5
Report of the
Board of Directors
Accumulated depreciation and impairment losses
■ Consolidated at 1 Jan -0.1 -12.7 -178.0 -33.2 -15.6 -239.7
Financial Statements Decreases, disposals and acquisitions 10.1 48.4 2.6 3.4 64.5
Parent Company Depreciation for the period 0.0 -6.9 -11.5 -1.7 -20.2
Financial Statements Impairment losses for the period 0.0 -4.2 -4.2
Boards proposal for Reclassifications 0.7 -0.6 0.1
distribution of profits
Exchange rate differences 0.0 0.0 0.1 0.0 0.2
Signatures of the Board Accumulated depreciation and impairment losses
at 31 Dec -0.1 -2.6 -135.7 -46.3 -14.6 -199.3
Auditor’s Report
Carrying amount at 31 Dec 2022 0.2 5.6 11.8 18.8 12.5 0.2 49.2
Information for investors

SANOMA ANNUAL REPORT 2023 ∙ 203


Right-of-use assets The Group’s leasing activities
The Group leases buildings for its office space. Rental contracts are typically made for fixed
DEPRECIATION OF RIGHT-OF-USE ASSETS
periods of 5 to 15 years. Some leases include an option to extend the lease for an additional
EUR million 2023 2022 period after the end of the contract term or terminate the contract during the lease term. The
OUR BUSINESSES Depreciation for the period Group assesses at the lease commencement whether it is reasonably certain to exercise the
IN BRIEF Buildings -27.9 -26.6 extension option or termination option. During the lease term the Group reassesses whether

SUSTAINABILITY Machinery -2.4 -2.9 it is reasonably certain to exercise the option if there is a significant event or significant
Vehicles -3.0 -3.1 change in circumstances within its control. The most significant lease contracts are related
GOVERNANCE Total -33.3 -32.6 to properties of Sanomala and Sanoma House.
FINANCIALS
The Group also leases cars which have lease terms of three to five years. Machinery includes
Report of the CARRYING AMOUNT OF RIGHT-OF-USE ASSETS printing a press and some IT equipment. Most leased IT equipment and machinery are
Board of Directors
EUR million 31 Dec 2023 31 Dec 2022 leases of low-value items and the Group has elected not to recognise right-of-use assets
■ Consolidated
and lease liabilities for these leases. Also, short-term leases are reported as expense in
Financial Statements Carrying amount
income statement.
Buildings 118.0 130.8
Parent Company
Financial Statements Machinery 19.3 18.9
Lease liabilities are presented in Note 5.1.
Boards proposal for Vehicles 6.8 6.8
distribution of profits Total 144.2 156.5

Signatures of the Board


Auditor’s Report Additions to the right-of-use assets during the 2023 financial year were EUR 23.9 million
Information for investors (2022: 30.6).

Carrying amount of right-of-use assets has increased by EUR 0.1 million (2022: 7.0) due to
acquisitions.

SANOMA ANNUAL REPORT 2023 ∙ 204


OUR BUSINESSES 4. Working capital and other
IN BRIEF balance sheet items
SUSTAINABILITY
4.1 Inventories........................................................................... 206
GOVERNANCE 4.2 Other receivables, non-current................................ 206
FINANCIALS 4.3 Trade and other receivables, current.................... 206
4.4 Provisions............................................................................. 207
Report of the
Board of Directors 4.5 Trade and other payables........................................... 207
■ Consolidated 4.6 Investment property....................................................... 208
Financial Statements 4.7 Equity-accounted investees....................................... 208
Parent Company 4.8 Other investments........................................................... 209
Financial Statements
4.9 Post-employment benefits......................................... 209
Boards proposal for
distribution of profits
Signatures of the Board
Auditor’s Report
Information for investors

SANOMA ANNUAL REPORT 2023 ∙ 205


4.1 Inventories 4.3 Trade and other receivables, current
EUR million 2023 2022 EUR million 2023 2022

Materials and supplies 8.4 18.0 Financial assets at amortised cost


Work in progress 0.1 0.7 Trade receivables 1 98.5 101.7
OUR BUSINESSES
Finished products/goods 43.5 50.8 Other receivables 2.7 8.3
IN BRIEF
Other 1.5 1.7 Financial assets at fair value
SUSTAINABILITY Total 53.5 71.2 Derivatives 2 0.0 0.0

GOVERNANCE Accrued income 17.3 20.2


Advance payments 10.3 4.7
FINANCIALS EUR 3.5 million (2022: 1.4) was recognised as impairment in the financial year. The carrying
Other receivables 10.5 44.2
amount of inventories was written down to reflect their net realisable value.
Report of the Total 139.4 179.1
Board of Directors
1
Trade receivables, see Note 5.2
■ Consolidated 4.2 Other receivables, non-current 2
Derivatives, see Note 5.2
Financial Statements
EUR million 2023 2022
Parent Company
Financial Statements Financial assets at amortised cost
The Group has recognised a total of EUR 3.7 million (2022: 2.1) in credit losses and change
Boards proposal for Loan receivables 1.5
in impairment allowances on trade receivables. Information on how impairment allowance
distribution of profits Other receivables 1.2 1.2
for trade receivables has been defined and impact of the Ukraine war on the expected credit
Signatures of the Board Advance payments 1.8 2.4
losses are included in Note 5.2.
Auditor’s Report Net defined benefit pension assets ¹ 28.4 15.7
Total 31.4 20.8
Information for investors The fair values of receivables do not significantly differ from the carrying amounts of
1
Net defined benefit pension assets, see Note 4.9 receivables.

Accrued income
The fair values of receivables do not significantly differ from the carrying amounts of The most significant items under accrued income relate to normal business activities and
receivables. include e.g. accruals for delivered newspapers and magazines.

The interests on loan receivables are based on the market interest rates and on
predetermined repayment plans.

SANOMA ANNUAL REPORT 2023 ∙ 206


4.4 Provisions 4.5 Trade and other payables
CHANGES IN PROVISIONS
Restructuring Other EUR million 2023 2022
EUR million provisions provisions Total
Non-current
At 1 Jan 2023 0.9 0.9 1.9
OUR BUSINESSES Accrued expenses 0.8 1.1
IN BRIEF Exchange rate differences 0.0 0.0 0.0
Advances received 0.6
Acquisition of operations 0.1 0.1
SUSTAINABILITY Other financial liabilities at amortised cost 1.2 1.7
Increases 13.8 0.8 14.5
Total 2.5 2.8
GOVERNANCE Amounts used -1.6 -0.4 -2.0
Unused amounts reversed -0.1 0.0 -0.2
FINANCIALS Current
At 31 Dec 2023 12.9 1.4 14.3
Trade payables 50.9 77.2
Report of the
Board of Directors Other liabilities 44.0 32.1
Derivatives 1 0.0 0.1
■ Consolidated CARRYING AMOUNTS OF PROVISIONS
Financial Statements Accrued expenses 146.6 142.7
EUR million 2023 2022
Advances received 0.5 0.1
Parent Company
Financial Statements Non-current 2.0 0.1 Total 242.1 252.2
Current 12.3 1.7
Boards proposal for
distribution of profits Total 14.3 1.9 Total 244.6 255.0

Signatures of the Board 1


Derivatives, see Note 5.2
Auditor’s Report Provisions are based on best estimates on the balance sheet date. Restructuring provisions
Information for investors relate to Solar program. Other provisions include provisions related to contracts with
customers and other smaller provisions. Accrued expenses
Accrued expenses mainly consisted of accrued personnel expenses, royalty liabilities and
accruals related to common business activities.

SANOMA ANNUAL REPORT 2023 ∙ 207


4.6 Investment property calculations, investor’s return requirement range is 5-30%. Investment properties are
INVESTMENT PROPERTY 2023 classified at fair value hierarchy level 3.
Land and Buildings and
EUR million water structures Total
The investment property includes land areas in the City of Vantaa, village of Keimola
Acquisition cost at 1 Jan 5.0 0.2 5.2
OUR BUSINESSES (Finland). In 2023, Sanoma sold parcels of land from the area.
IN BRIEF Decreases -2.3 -2.3
Acquisition cost at 31 Dec 2.8 0.2 3.0 The investment property also includes land areas in the City of Vantaa, village of
SUSTAINABILITY
Vantaankoski, which are partly unplanned raw land and partly lots and parcels of land.
Accumulated depreciation and impairment losses at 1 Jan 0.0 0.0
GOVERNANCE
Accumulated depreciation and impairment losses at 31 Dec 0.0 0.0
FINANCIALS Carrying amount at 31 Dec 2023 2.8 0.2 2.9 OPERATING EXPENSES OF INVESTMENT PROPERTY

Report of the Fair values at 31 Dec 2023 8.5 0.2 8.8 EUR million 2023 2022
Board of Directors Investment property, no rental income 0.0 0.0
■ Consolidated
Financial Statements INVESTMENT PROPERTY 2022
Land and Buildings and RENTAL INCOME OF INVESTMENT PROPERTY
Parent Company EUR million water structures Total
Financial Statements EUR million 2023 2022
Acquisition cost at 1 Jan 5.0 0.2 5.2
Boards proposal for Rental income of investment property 0.1 0.1
Acquisition cost at 31 Dec 5.0 0.2 5.2
distribution of profits
Signatures of the Board Accumulated depreciation and impairment losses at 1 Jan 0.0 0.0
Auditor’s Report Accumulated depreciation and impairment losses at 31 Dec 0.0 0.0

Information for investors Carrying amount at 31 Dec 2022 5.0 0.2 5.2 4.7 Equity-accounted investees
Fair values at 31 Dec 2022 13.3 0.2 13.5
INTERESTS IN JOINT VENTURES AND ASSOCIATED COMPANIES

EUR million 2023 2022

The fair values of investment property have been determined by using either the yield value Interests in joint ventures 1.8 1.5

method or using the information on equal real estate business transactions in the market. Interests in associated companies 1.8 2.6

Also, outside surveyor has been used when determining the fair value. In yield method Total 3.6 4.1

SANOMA ANNUAL REPORT 2023 ∙ 208


Joint ventures 4.8 Other investments
The Group had no material joint ventures in the financial year or previous year. The EUR million 2023 2022
information on the Group's joint ventures has been presented as aggregated in the
Other investments, non-current 2.8 3.7
table below.
OUR BUSINESSES
IN BRIEF Other investments mainly include investments in shares, and the Group does not intend to
INTERESTS IN JOINT VENTURES
SUSTAINABILITY sell these assets. Other investments are measured at fair value and are classified at fair
EUR million 2023 2022
value hierarchy level 3.
GOVERNANCE Carrying amount at 1 Jan 1.5 1.4
Share of total comprehensive income 0.7 0.5
FINANCIALS
Dividends received -0.5 -0.4 4.9 Post-employment benefits
Report of the Other changes 0.1 Sanoma Group has various schemes for personnel’s pension cover that comprise both
Board of Directors
Carrying amount at 31 Dec 1.8 1.5 defined contribution and defined benefit pension plans. Pension schemes are arranged in
■ Consolidated
accordance with local requirements and legislation. The majority of the pension plans are
Financial Statements
of defined contribution structure, where the employer contribution and resulting income
Parent Company Associated companies charge is fixed at a set level or is set at a percentage of employee’s pay. Contributions made
Financial Statements
The Group had no material associated companies in the financial year or previous year. The to defined contribution pension plans and charged to the income statement totalled EUR
Boards proposal for
information on the Group's associated companies has been presented as aggregated in the 37.6 million (2022: 36.6).
distribution of profits
table below.
Signatures of the Board
Defined benefit pension plans in Sanoma are mainly related to Finland.
Auditor’s Report
INTERESTS IN ASSOCIATED COMPANIES
Information for investors In Finland, the Group has a pension fund responsible for the statutory pension cover for
EUR million 2023 2022
certain Group company, as well as for supplementary pension schemes. The pension
Carrying amount at 1 Jan 2.6 2.0 schemes arranged by a pension fund are classified as defined benefit plans. In addition
Share of total comprehensive income -0.6 -0.4 to the pension fund in Finland, the Group also has other supplementary defined benefit
Increases 0.0 1.0 pension schemes which are managed by insurance companies.
Other changes -0.2
Carrying amount at 31 Dec 1.8 2.6 The supplementary pension schemes are final average pay plans, and the benefits
comprise old-age, disability and surviving dependent pensions. The supplementary
pension schemes entitle a retired employee to receive a monthly pension payment based
List of associated companies and joint ventures, see Note 6.4. on the employee’s final average salary.

SANOMA ANNUAL REPORT 2023 ∙ 209


The Finnish defined benefit plans are administered by a pension fund that is legally Sanoma Group recognised total defined benefit costs related to all pension plans as follows:
separated from the Group. The pension fund is governed by a board, which is composed of
employee and employer representatives. The board appoints the managing director for the PENSION COSTS RECOGNISED IN THE INCOME STATEMENT
pension fund, who is also a member of the board.
EUR million 2023 2022
OUR BUSINESSES
IN BRIEF The board of the Finnish pension fund sets out on an annual basis the strategic investment Current service costs -1.7 -2.0

policy and plan. The Investment Committee of Sanoma Group assists the board and Net interest 0.4 0.2
SUSTAINABILITY
managing director of the pension fund. The pension fund is entitled to use an external asset Past service cost -0.1
GOVERNANCE manager who is authorised to do investments in accordance with the investment policy. Effect of settlements -0.2 0.0

FINANCIALS The investments are allocated mainly to instruments, which have quoted prices in active Administration costs -0.2 -0.2
markets, like listed shares, bonds and investment funds. Total -1.8 -2.2
Report of the
Board of Directors
Finnish voluntary defined benefit pension plans are fully and statutory pension plans
■ Consolidated
partially funded. Per year-end the net pension liability can be specified as follows:
Financial Statements
Parent Company The risks in Finnish pension plans are mainly related to the adequacy of the pension
Financial Statements NET DEFINED BENEFIT PENSION LIABILITIES (ASSETS) IN THE BALANCE SHEET
liability and investment operations. The pension liability may prove insufficient if the related
Boards proposal for EUR million 2023 2022
insurance portfolio essentially differs from that of other pension institutions and the average
distribution of profits
lifetime exceeds the calculated assumption. A pension expense development forecast has Net defined benefit pension liabilities 3.4 4.1
Signatures of the Board Net defined benefit pension assets 28.4 15.7
been prepared for the pension fund in aid of risk management. The actuary of the pension
Auditor’s Report fund is responsible for the solvency of the pension liability. The pension fund’s key risks in Net defined benefit pension liability (asset) total -25.1 -11.6

Information for investors investment operations include the interest rate risk, stock market risk, credit risk, currency
risk and liquidity risk. Risks related to various asset classes are managed through the
effective distribution of investments between asset classes. Liquidity risks are managed by
making investments that can be converted into cash very rapidly.

The actuarial calculations for the Group’s defined benefit pension plans have been prepared
by external actuaries. In addition to pension plans, Sanoma Group has no other defined
benefit plans.

SANOMA ANNUAL REPORT 2023 ∙ 210


The reconciliation from the opening balances to the closing balances for the net defined
benefit pension liability (asset) and its components is presented in the following table.

Defined benefit Fair value of Defined benefit Fair value of


EUR million obligation plan assets Total EUR million obligation plan assets Total
OUR BUSINESSES
1 Jan 2022 168.4 -190.1 -21.7 1 Jan 2023 144.4 -155.9 -11.6
IN BRIEF
Current year service cost 2.0 2.0 Current year service cost 1.7 1.7
SUSTAINABILITY Interest cost/income 1.3 -1.4 -0.1 Interest cost/income 5.0 -5.3 -0.4
GOVERNANCE Past service cost 0.1 0.1 Effect of settlements 0.1 0.1 0.2
Effect of settlements -0.1 0.1 0.0 Administration cost 0.2 0.2
FINANCIALS
Administration cost 0.2 0.2 Total recognised in the result for the period 6.8 -5.0 1.8
Report of the Total recognised in the result for the period 3.4 -1.1 2.3 Remeasurement of the net defined benefit liability:
Board of Directors Remeasurement of the net defined benefit liability: Gains/losses arising from financial assumptions -5.5 -5.5
■ Consolidated Gains/losses arising from demographic 0.0 0.0 Experience adjustments -1.9 -1.9
Financial Statements assumptions
Return on plan assets excluding interest income -8.4 -8.4
Parent Company Gains/losses arising from financial assumptions -26.9 -26.9
Total recognised in other comprehensive income -7.3 -8.4 -15.7
Financial Statements Experience adjustments 9.3 9.3
Contributions by the employer 0.4 0.4
Boards proposal for Return on plan assets excluding interest income 24.6 24.6
Contributions by plan participants 0.3 -0.3
distribution of profits Total recognised in other comprehensive income -17.7 24.6 6.9
Benefits paid from funds -9.7 9.7
Signatures of the Board Contributions by the employer 1.0 1.0
Other changes 2.3 -2.3
Auditor’s Report Contributions by plan participants 1.7 -1.7 0.0
31 Dec 2023 136.7 -161.7 -25.1
Benefits paid from funds -8.6 8.6
Information for investors
Other changes -2.9 2.8 -0.1
31 Dec 2022 144.4 -155.9 -11.6

SANOMA ANNUAL REPORT 2023 ∙ 211


A breakdown of net defined benefit liability and the split between countries is shown below. PRINCIPAL ACTUARIAL ASSUMPTIONS AT 31 DEC1

% 2023 2022
NET DEFINED BENEFIT PENSION LIABILITIES (ASSETS) IN THE BALANCE SHEET 2023 Discount rate 3.4 3.5
EUR million Finland Belgium Total Expected future salary increase 3.0 3.1
OUR BUSINESSES
Expected future pension increases 2.2 2.7
IN BRIEF Present value of funded obligations 126.3 10.4 136.7
Fair value of plan assets -154.3 -7.4 -161.7
SUSTAINABILITY
1
Expressed as weighted averages
Total -28.0 3.0 -25.1
GOVERNANCE
Assumptions regarding future mortality have been based on published statistics and
FINANCIALS mortality tables. The current longevities underlying the values of the defined benefit
NET DEFINED BENEFIT PENSION LIABILITIES (ASSETS) IN THE BALANCE SHEET 2022
obligations at the reporting date were as follows:
Report of the EUR million Finland Belgium Total
Board of Directors LONGEVITIES AT 31 DEC
Present value of funded obligations 135.6 8.8 144.4
■ Consolidated
Fair value of plan assets -150.8 -5.2 -155.9 Years 2023 2022
Financial Statements
Total -15.2 3.6 -11.6 Longevity at age 65 for current pensioners
Parent Company
Financial Statements Males 21.4 21.4
Females 25.4 25.4
Boards proposal for
The Sanoma Group’s estimated contributions to the defined benefit plans for 2024 are about
distribution of profits Longevity at age 65 for current members aged 45
EUR 1.4 million.
Signatures of the Board Males 23.7 23.7
PLAN ASSETS BY MAJOR CATEGORIES Females 28.1 28.1
Auditor’s Report
Information for investors % 2023 2022

Equity instruments 48.5 52.4


The weighted average duration of the defined benefit obligation at 31 December 2023 was
12.0 years (2022: 12.6).
Bonds and debentures 39.0 35.6
Other items 11.7 11.1
Reasonably possible changes at the reporting date to one of the relevant actuarial
Cash 0.7 0.9
assumptions, holding other assumptions constant, would have affected the defined benefit
Total 100.0 100.0
obligation by the percentages shown below.

SENSITIVITY ANALYSIS AT 31 DEC


The fair value of plan assets included investments in Sanoma shares totalling EUR 2.0 2023 2022
% Increase Decrease Increase Decrease
million (2022: 2.8). None of the properties included in the plan assets are occupied by
the Group. Discount rate (0.5% movement) -5.3 5.8 -5.6 6.2
Expected future salary increase
(0.5% movement) 0.7 -0.5 0.7 -0.7
Equity instruments consist mainly of investment funds and have quoted prices in
Expected future pension increases
active markets. (0.5% movement) 5.5 -5.3 6.0 -5.6
Future mortality (1 year movement) 3.7 -3.5 3.8 -3.6

SANOMA ANNUAL REPORT 2023 ∙ 212


OUR BUSINESSES 5. Capital structure and
IN BRIEF financial items
SUSTAINABILITY
5.1 Financial liabilities and lease liabilities............... 214
GOVERNANCE 5.2 Financial risk management....................................... 216
FINANCIALS 5.3 Cash and cash equivalents........................................ 221
5.4 Equity...................................................................................... 222
Report of the
Board of Directors 5.5 Contingent liabilities...................................................... 223
■ Consolidated
Financial Statements
Parent Company
Financial Statements
Boards proposal for
distribution of profits
Signatures of the Board
Auditor’s Report
Information for investors

SANOMA ANNUAL REPORT 2023 ∙ 213


5.1 Financial liabilities and lease liabilities

EUR million 2023 2022

Non-current financial liabilities at amortised cost


OUR BUSINESSES Loans from financial institutions 248.7 398.0
IN BRIEF
Bonds 199.3
SUSTAINABILITY Lease liabilities 124.8 119.6
Non-Current financial liabilities at fair value through profit or loss
GOVERNANCE
Other liabilities 0.7 2.1
FINANCIALS Total 374.2 719.0

Report of the
Board of Directors Current financial liabilities at amortised cost

■ Consolidated Loans from financial institutions 100.8 25.0


Financial Statements Commercial papers 69.7

Parent Company Lease liabilities 30.0 45.3


Financial Statements Bonds 199.9
Boards proposal for Current financial liabilities at fair value through profit or loss
distribution of profits Other liabilities 0.8 5.5
Signatures of the Board Total 331.4 145.4
Auditor’s Report
Information for investors Total 705.6 864.4

Fair values of loans from financial institutions and other liabilities are close to their
carrying values. The fair value of the bond was EUR 198.67 million on 31 December, 2023
(2022: 191.75).

SANOMA ANNUAL REPORT 2023 ∙ 214


RECONCILIATION OF MOVEMENT OF LIABILITIES TO CASH FLOW ARISING FROM FINANCIAL ACTIVITIES

Non-current Current financial Lease Non-current other


EUR million financial liabilities liabilities liabilities Total liabilities Total

1 Jan 2022 432.2 75.0 161.5 668.8 6.6 675.4


OUR BUSINESSES
Cash flows 175.2 19.8 -30.5 164.5 0.2 164.7
IN BRIEF
Acquisition of operations 0.3 7.0 7.3 7.3
SUSTAINABILITY Exchange rate differences -0.1 -0.1 -0.1

GOVERNANCE Other non-cash movements -8.1 5.1 27.0 24.0 -1.6 22.4
At 31 Dec 2022 599.4 100.1 164.9 864.4 5.3 869.7
FINANCIALS

Report of the 1 Jan 2023 599.4 100.1 164.9 864.4 5.3 869.7
Board of Directors Cash flows -75.8 -69.6 -31.1 -176.5 0.1 -176.4
■ Consolidated Acquisition of operations 0.1 0.1 0.1
Financial Statements Exchange rate differences 0.8 0.8 0.0 0.8
Parent Company Other non-cash movements 1 -274.3 270.9 20.1 16.8 -2.1 14.7
Financial Statements At 31 Dec 2023 249.4 301.4 154.9 705.6 3.3 709.0
Boards proposal for
distribution of profits 1
Other non-cash movements mainly include classifications between non-current and current financial liabilities.

Signatures of the Board


Auditor’s Report Total cash flow for leases was EUR -43.1 million in 2023 (2022: -38.8). For more information Bonds
Information for investors on Group’s lease activities, please see Note 3.3. In March 2021, the Group issued a EUR 200 million three-year Senior Unsecured bond for
institutional investors. The bond pays a fixed coupon of 0.625% and had an issue price of
Loans from financial institutions 99.625%. The arrangement fees and expenses relating to the issue were capitalised and will
In 2023, the Group's loans from financial institutions consisted of two term loans: EUR 100 be amortised over the life of the bond, thus raising the effective interest rate to 0.929%. The
million Term Loan, which is booked in current liabilities, and EUR 250 million Term Loan, maturity date of the bond is 18 March 2024. The bond is booked in current liabilities.
which is booked in non-current liabilities. Loans are valued at amortised cost. For more
information, please see Note 5.2. Commercial papers
Sanoma Corporation has domestic and foreign commercial paper programmes which
The average interest rate for loans (excluding leases) during the financial year was 3.6% are used for short-term liquidity needs. Commercial papers are valued at amortised cost,
(2022: 1.5%, excluding leases). The interest rates of all loans are tied to Euribor. and transaction costs are recognised directly as expenses due to their immaterial value. In
accordance with Group Treasury Policy, outstanding commercial papers are fully backed up
with a committed syndicated credit facility of EUR 300 million with banks in case of possible
market disruptions. There were no commercial papers outstanding at the end of 2023
(2022: 70).

SANOMA ANNUAL REPORT 2023 ∙ 215


5.2 Financial risk management Currency risks
Sanoma’s treasury operations are managed centrally by the Group Treasury. Operating The majority of the Group cash flow from operations is denominated in euros. However, the
as a counterparty to the Group’s operational units, Group Treasury is responsible for Group is exposed to some transaction risk resulting from cash flows related to revenue and
managing external financing, liquidity and external hedging operations. Centralised expenditure in different currencies. Group companies are responsible for monitoring and
OUR BUSINESSES treasury operations focus on ensuring financing on flexible and competitive terms, hedging material transaction risks related to their business operations in accordance with
IN BRIEF optimised liquidity management, cost-efficiency of operations and efficient management the Group Treasury Policy. The majority of the transaction risk in 2023 was related to the

SUSTAINABILITY of financial risks. Sanoma is exposed to interest rate, currency, liquidity and credit risks. Its procurement of IT services for the Group and programming rights for Nelonen Media, both
risk management aims to hedge the Group against material risks. The Sanoma Board of denominated in US dollars. The Group has adopted forward contracts as means of hedging
GOVERNANCE Directors has approved the guidelines in the Group Treasury Policy. against most significant currency exposures. Internal funding transactions within the
FINANCIALS Group are mainly carried out in the functional currency of the subsidiary. Group Treasury is
In the long term, to ensure financial flexibility and access to various forms of funding, responsible for monitoring and hedging the currency risks related to intra-Group loans.
Report of the Sanoma’s goal is to have a capital structure where net debt/adjusted EBITDA ratio is below
Board of Directors
3.0, and equity ratio is between 35% and 45%. The hedged currencies were USD, NOK and SEK. All other transactions in foreign currencies
■ Consolidated
were not material. If the hedged currencies weakened by 10% against the euro at the year
Financial Statements
Financial risks can be mitigated with various financial instruments and derivatives whose end date, the change in the value of forward contracts would decrease financial expenses
Parent Company use, effects and fair values are clearly verifiable. The Group used currency forward contracts by EUR 1.0 million (2022: 0.01 decrease). If the currencies strengthened by 10% against the
Financial Statements
to hedge against FX risks during the year. The Group does not apply hedge accounting. euro, financial expense would increase by EUR 1.0 million (2022: 0.01 increase). Derivative
Boards proposal for
instruments are used to hedge future cash flows, hence changes in their value will offset
distribution of profits
Interest rate risks changes in the value of cash flows.
Signatures of the Board
The Group’s interest rate risk is mainly related to changes in the reference rates and
Auditor’s Report loan margins of floating rate loans in the Group’s loan portfolio. In 2023, all loans were The Group is also exposed to translation risk resulting from converting the income statement
Information for investors denominated in euros. The Group manages its exposure to interest rate risk by ensuring that and balance sheet items of foreign subsidiaries into euros. Business operations outside
the interest duration of the gross debt of the Group is within a certain time range approved the euro area (countries in which the currency is not pegged to the euro) account for about
by the Sanoma Board of Directors as part of the Treasury Policy. According to the Treasury 11.7% (2022: 11.6%) of consolidated net sales and mainly consist of revenues in Polish
Policy, interest rate derivatives may also be utilised. zloty, Norwegian krone and Swedish krona. If all reporting currencies had been 10% weaker
against the euro during the year, the Group net sales would have decreased by EUR 14.8
LOAN PORTFOLIO BY INTEREST RATE AS AT YEAR END
million (2022: 13.7). If all reporting currencies had been 10% stronger against the euro, the
EUR million 2023 2022 Group net sales would have increased by EUR 18.1 million (2022: 16.7). A significant change
Floating-rate loans 349.5 492.7 in exchange rates may also have an effect on the value of the businesses in Poland, Norway
Fixed-rate loans 199.9 199.3 and Sweden. The Group did not hedge against translation risk in 2023, in accordance with
Total 549.4 692.0 the Treasury Policy approved by the Board.
Average duration, years 0.2 0.4
Average interest rate, % 4.1 2.6
Interest sensitivity, EUR million ¹ 3.1 4.4

1
Interest rate sensitivity is calculated by assuming a one percentage point increase in interest rates.
The sensitivity represents the effect on profit before taxes.

SANOMA ANNUAL REPORT 2023 ∙ 216


Derivative instruments THE GROUP’S FINANCING FACILITIES IN 2023

EUR million Amount of limits Unused credit lines


Nominal values of derivative instruments
Syndicated RCF 300.0 300.0
The nominal value of derivative instruments is EUR 9.7 million (2022: 15.0). The nominal
Syndicated and bilateral term loans 450.0 100.0
OUR BUSINESSES value includes gross nominal values of all active agreements. The outstanding nominal
Bond 200.0
IN BRIEF value is not necessarily a measure or indicator of market risks.
Commercial paper programmes 1,100.0 1,100.0
SUSTAINABILITY Fair values of derivative instruments Current account limits 46.0 45.2
GOVERNANCE
EUR million 2023 2022
FINANCIALS Sanoma signed EUR 200 million Term Loan with ten banks in December 2020 for the
Forward currency exchange contracts
acquisition of Santillana Spain. The loan has had two EUR 25 million amortisations in 2022
Positive fair values 0.0 0.0
Report of the and 2023 respectively and one voluntary prepayment of EUR 50 million was made in June
Board of Directors Negative fair values 0.0 -0.1
2023, so the loan amount is EUR 100 million at the end of 2023. The loan has one instalment
■ Consolidated Total 0.0 -0.1
of EUR 25 million in October 2024 and the rest matures in December 2024. In March 2021,
Financial Statements
Sanoma issued EUR 200 million bond. The bond expires in March 2024.
Parent Company Derivative instruments have been classified in level 2 of the IFRS fair value hierarchy. This
Financial Statements
means that fair values are based on valuation models for which all inputs are observable, In 2022, Sanoma fully repaid the remaining EUR 100 million Term Loan, which was initially
Boards proposal for
either directly or indirectly. raised for the acquisition of Iddink in 2019. The repayment was refinanced by signing a new
distribution of profits
EUR 250 million Term Loan in June 2022 with three arranging banks. The Term Loan was
Signatures of the Board
Sanoma has entered into netting agreements with all of its derivative instrument used mainly for the acquisition of Pearson Italy and Germany. The closing of the acquisition
Auditor’s Report counterparties. Including netting agreements, financial liability to banks amount to EUR was in August 2022. After that the Term Loan was syndicated to ten relationship banks
Information for investors 0.04 million (2022: 0.1 liability). in November 2022. Simultaneously with the new Term Loan, Sanoma refinanced the EUR
300 million Revolving Credit Facility by inviting the banks to participate in a new EUR 300
Liquidity risks million Revolving Credit Facility. The RCF was signed in November 2022 and has a maturity
Liquidity risk relates to servicing debt, financing investments and retaining adequate of 3 years with two one-year extension options. Sanoma has requested the first extension
working capital. Sanoma aims to minimise its liquidity risk by ensuring sufficient revenues, option in 2023, which extended the maturity of the RCF until 2026. The RCF was fully unused
maintaining adequate committed credit limits, using several financing institutions and at the end of 2023. In February 2023, Sanoma signed a Sustainability Side Letter to add
forms of financing, and spreading loan repayments over a number of calendar years. The sustainability-linked KPIs to the EUR 300 million Revolving Credit Facility. With the addition,
Group’s committed funding must be sufficient to cover all of the obligations and funding a minor part of the pricing of the loan will be linked to Sanoma’s sustainability performance
needed for the normal business operations during the following 12 months, and any in reducing greenhouse gas (GHG) emissions in line with Sanoma's commitment to Science
outstanding commercial paper commitments. The undrawn committed credit facility is Based Targets and developing inclusive learning solutions, more specifically accessibility of
EUR 300 million at year end. Liquidity risk is monitored daily, based on a two-week forecast, digital learning content and platforms. The KPIs will be measured annually and the progress
and longer-term based on calendar year. In addition, the Sanoma Group Treasury Policy will be reported in Sanoma's annual Sustainability Report and also directly to the lenders.
sets minimum requirements for liquidity reserves. The geopolitical situation like the war
in Ukraine and high inflation did not have any material impact on the funding sources or In 2023, Sanoma also signed new bilateral loan of EUR 100 million with OP. The loan was
general availability of liquid funds for Sanoma in 2023. fully undrawn at the end of 2023. The loan has a maturity of 12 months from the drawdown.

SANOMA ANNUAL REPORT 2023 ∙ 217


It has one extension option of 10 months at the discretion of Sanoma. The purpose of the following ratios: consolidated equity to consolidated total assets and consolidated total
the loan is to repay the bond in March 2024. The rest of the bond will be refinanced with net debt to consolidated EBITDA. Ratios are measured quarterly. The Group has complied
the cash flow and existing facilities. Sanoma also has a EUR 100 million Term Loan (for with the financial covenants throughout the reporting period. There are no indications that
Santillana acquisition), which will expire in Q4 2024. Sanoma’s existing financing facilities the Group may have difficulties complying with the financial covenants during the next
OUR BUSINESSES and forecasted operating cash flows are sufficient to cover funding needs in the coming 12 months at interim reporting dates. If Sanoma’s performance and profitability would
IN BRIEF year, while other long-term funding sources will also be considered for the repayment of the develop unfavourably, it might increase the risk of breaching the financial covenants. This

SUSTAINABILITY Term Loan. could lead to an early expiry of the loans and make the refinancing difficult in a situation
where an agreement with the banks would not have been achieved. The covenants could
GOVERNANCE The Group’s loans from financial institutions include customary covenants related to factors also be impacted by material changes in capital structure due to possible acquisitions or
FINANCIALS such as the use of pledges and mortgages, disposals of assets and key financial ratios. In disposals. In that case, covenant levels would be re-negotiated before the closing of any
all long-term loans from financial institutions Sanoma has financial covenants relating to such transaction. Sanoma's senior and hybrid bonds do not include any financial covenants.
Report of the
Board of Directors
■ Consolidated
Financial Statements
IFINANCIAL LIABILITIES
Parent Company
Financial Statements 2023 2022
Boards proposal for Undrawn Undrawn
distribution of profits EUR million Carrying amount Cash flow 1 from limits Total Carrying amount Cash flow1 from limits Total

Signatures of the Board Loans from financial institutions 349.5 392.8 400.0 792.8 423.0 469.1 300.0 769.1
Bonds 199.9 201.3 201.3 199.3 202.5 202.5
Auditor’s Report
Commercial paper programmes 0.0 0.0 69.7 70.0 70.0
Information for investors
Lease liabilities 154.9 154.9 154.9 164.9 164.9 164.9
Other interest-bearing liabilities 1.4 1.4 1.4 7.6 7.6 7.6
Trade payables and other liabilities ² 96.1 96.1 96.1 111.1 111.1 111.1
Derivatives
Inflow 0.0 -9.7 -9.7 0.0 -15.0 -15.0
Outflow 0.0 9.7 9.7 0.1 15.1 15.1
Total 801.8 846.5 400.0 1,246.5 975.6 1,025.2 300.0 1,325.2

1
The estimate of the interest liability is based on the interest level at the balance sheet date.
2
Trade payables and other liabilities do not include accrued expenses and advances received.

SANOMA ANNUAL REPORT 2023 ∙ 218


MATURITY OF FINANCIAL LIABILITIES 2023 MATURITY OF FINANCIAL LIABILITIES 2022

EUR million 2024 2025 2026 2027 2028 2029– Total EUR million 2023 2024 2025 2026 2027 2028– Total

Loans from financial institutions 120.6 63.6 208.7 392.8 Loans from financial institutions 40.9 164.6 58.6 204.9 469.0
Bonds 201.3 201.3 Bonds 1.3 201.3 202.6
OUR BUSINESSES
Commercial paper programmes 0.0 0.0 Commercial paper programmes 70.0 70.0
IN BRIEF
Lease liabilities 26.3 26.6 24.8 25.1 36.0 16.2 154.9 Lease liabilities 45.9 27.0 23.6 21.7 21.6 25.1 164.9
SUSTAINABILITY Other interest-bearing liabilities 1.4 1.4 Other interest-bearing liabilities 5.6 1.2 0.2 0.3 0.3 7.5
GOVERNANCE Trade payables and other liabilities¹ 96.1 96.1 Trade payables and other liabilities ¹ 111.1 0.0 111.1
Derivatives Derivatives
FINANCIALS
Inflow (-) -9.7 -9.7 Inflow (-) -15.0 -15.0
Report of the Outflow (+) 9.7 9.7 Outflow (+) 15.1 15.1
Board of Directors Total 445.6 90.2 233.4 25.1 36.0 16.2 846.5 Total 274.8 394.1 82.4 226.8 21.9 25.1 1,025.2
■ Consolidated
Financial Statements
1
Trade payables and other liabilities do not include accrued expenses and advances received. 1
Trade payables and other liabilities do not include accrued expenses and advances received.

Parent Company
Financial Statements
Boards proposal for
Credit risks business and types of customers (B2B and B2C). Loss rates are based on past information
distribution of profits
Sanoma’s credit risks are related to its business operations. Sanoma Group’s diversified on actual credit loss experience. These rates are adjusted by current information and future
Signatures of the Board
operations significantly mitigate credit risk concentration, and no individual customer or expectations on economic conditions where deemed necessary.
Auditor’s Report group of customers is material to the Group. The Group’s operational units are responsible
Information for investors for managing credit risks related to their businesses. As Sanoma has no business in Ukraine or Russia, the war launched by Russia against
Ukraine in February 2022 has a very limited direct impact on Sanoma’s business.
Sanoma applies the simplified approach permitted by IFRS 9 Financial Instruments for trade
receivables, which requires expected lifetime losses to be recognised from initial recognition Sanoma's other receivables include small items and risk involved to individual items is
of the receivables. Sanoma uses a provision matrix to measure expected credit losses of not considered material. Thus, no impairment allowance has been recognised for these
trade receivables. Loss rates are defined separately for different geographic regions, type of receivables.

SANOMA ANNUAL REPORT 2023 ∙ 219


The carrying amounts of trade receivables and other receivables best indicate the amount that will be collected. The aging of trade receivables is presented in the following table.

THE AGING OF TRADE RECEIVABLES


2023 2022
Weighted Weighted
OUR BUSINESSES average loss average loss
EUR million Gross rate (%) Impairment Net Gross rate (%) Impairment Net
IN BRIEF
Not due 77.9 0.7 -0.5 77.4 79.2 0.3 -0.2 78.9
SUSTAINABILITY
Past due 1–30 days 11.4 0.6 -0.1 11.3 14.8 0.7 -0.1 14.7
GOVERNANCE Past due 31–120 days 9.6 1.8 -0.2 9.4 7.7 3.1 -0.2 7.5
Past due 121–180 days 0.9 45.5 -0.4 0.5 0.4 75.1 -0.3 0.1
FINANCIALS
Past due 181–360 days 0.5 68.8 -0.3 0.1 0.7 52.1 -0.3 0.3
Report of the Past due more than 1 year 3.8 105.8 -4.0 -0.2 3.9 96.4 -3.8 0.1
Board of Directors
Total 104.0 -5.5 98.5 106.7 -5.0 101.7
■ Consolidated
Financial Statements
Trade receivables and other receivables are presented in Notes 4.2 and 4.3. by the management, and, thereafter a floating interest rate as defined in the terms and
Parent Company conditions of the hybrid bond. The hybrid bond does not have a specified maturity date, but
Financial Statements
The credit risk relating to financing transactions is low. The Group’s Treasury Policy specifies Sanoma is entitled to redeem the hybrid bond at their nominal amount on 16 March 2026,
Boards proposal for
that financing and derivative transactions are carried out with counterparties of good credit and subsequently, on each interest payment date thereafter. The interest from the hybrid
distribution of profits
standing, and divided between a sufficient number of counterparties in order to protect bond must be paid to the investors if the Group pays dividends. If dividends are not paid,
Signatures of the Board
financial assets. The Group has spread its credit risks efficiently by dealing with several the Group will make a separate decision regarding interest payment on the hybrid bond.
Auditor’s Report financing institutions. Unpaid interest is accrued and paid if dividend is decided to be distributed or management
Information for investors makes a decision on interest payment. The holders of the hybrid bond do not have the right
Capital risk management to exercise control or vote at Annual General Meetings.
The Group has set the long-term financial targets that consist of an equity ratio between
35% and 45% and a net debt/adjusted EBITDA ratio below 3.0 in order to maintain solid In 2023, the Group’s equity ratio was 42.5% (2022: 35.8%) and net debt/adjusted EBITDA
credit standing. The target ratios have been communicated publicly and are monitored and ratio was 2.8 (2022: 3.2).
reported quarterly.
NET DEBT

When calculating the net debt/adjusted EBITDA ratio, the following adjustments are made to EUR million 2023 2022
the reported EBITDA: items affecting comparability are removed, the effects of acquisitions Interest-bearing liabilities 705.6 864.4
are added and the effects of divestments are deducted, and the effects of the investments in Cash and cash equivalents 65.9 41.0
programming and prepublication rights are deducted for the reporting period. Total 639.7 823.4

To strenghten the capital structure, the Group issued a hybrid bond of EUR 150 million in
Items that are regarded as interest-bearing liabilities are such short- or long-term liabilities
March 2023. The hybrid bond is subordinated to the Group’s other debt obligations, but
which have separately determined interest cost.
has priority over other equity items. The hybrid bonds bears a fixed coupon interest of
8.000 per cent per annum until 16 March 2026, which is payable annually if decided so Sanoma Group does not have an official credit rating.

SANOMA ANNUAL REPORT 2023 ∙ 220


5.3 Cash and cash equivalents
CASH AND CASH EQUIVALENTS IN THE BALANCE SHEET

EUR million 2023 2022

OUR BUSINESSES Cash in hand and at bank 30.9 41.0


IN BRIEF Deposits 35.0
Total 65.9 41.0
SUSTAINABILITY

GOVERNANCE

FINANCIALS Deposits may include overnight deposits and money market deposits with maturities less
than three months. These are cash equivalents which are held to meet short-term payment
Report of the obligations. Average maturity is very short and the fair values do not differ significantly from
Board of Directors
the carrying amounts.
■ Consolidated
Financial Statements
CASH AND CASH EQUIVALENTS IN THE CASH FLOW STATEMENT
Parent Company
Financial Statements EUR million 2023 2022
Boards proposal for Cash and cash equivalents in the balance sheet 65.9 41.0
distribution of profits
Bank overdrafts -0.8
Signatures of the Board Total 65.1 41.0
Auditor’s Report
Information for investors
Cash and cash equivalents in the cash flow statement include cash and cash equivalents
less bank overdrafts.

SANOMA ANNUAL REPORT 2023 ∙ 221


5.4 Equity

Number of shares Share capital and funds, EUR million


All Treasury Share Treasury Fund for invested Hybrid
shares shares Total capital shares unrestricted equity bond Total
OUR BUSINESSES
IN BRIEF At 1 Jan 2022 163,565,663 -679,614 162,886,049 71.3 -7.5 209.8 273.5
Shares delivered 291,719 291,719 2.3 2.3
SUSTAINABILITY
At 31 Dec 2022 163,565,663 -387,895 163,177,768 71.3 -5.2 209.8 275.9
GOVERNANCE
Issuing of hybrid bond 149.1 149.1
FINANCIALS
Shares delivered 89,850 89,850 1.1 1.1
Report of the At 31 Dec 2023 163,565,663 -298,045 163,267,618 71.3 -4.1 209.8 149.1 426.1
Board of Directors
■ Consolidated
The maximum amount of share capital cannot exceed EUR 300.0 million (2022: 300.0). The share has no nominal value and no accountable par is in use. The shares have been fully paid.
Financial Statements
Parent Company
Financial Statements
Treasury shares by the management, and, thereafter a floating interest rate as defined in the terms and
Boards proposal for
In 2023 and 2022, the Group did not purchase shares. conditions of the hybrid bond. The hybrid bond does not have a specified maturity date,
distribution of profits
but Sanoma is entitled to redeem the hybrid bond at their nominal amount on 16 March
Signatures of the Board
In 2023, Sanoma delivered a total of 89,850 own shares (without consideration and after 2026, and subsequently, on each interest payment date thereafter. The interest from the
Auditor’s Report taxes) to 154 employees of the Group based on the Performance Share Plan 2020–2022 and hybrid bond must be paid to the investors if the Group pays dividends. If dividends are not
Information for investors Restricted Share Plan 2020–2022. In 2022, Sanoma delivered a total of 291,719 Sanoma paid, the Group will make a separate decision regarding interest payment on the hybrid
shares held by the company to 116 employees of the Group based on Performance Share bond. Unpaid interest is accrued and paid if dividend is distributed or management makes
Plan 2019–2021 and Restricted Share Plan 2019–2021 (without consideration and after a decision on interest payment. The holders of the hybrid bond do not have the right to
taxes). At the end of the financial year, the company held a total of 298,045 (2022: 387,895) exercise control or vote at Annual General Meetings. The transaction costs have been
own shares. deducted from the capital.

Fund for invested unrestricted equity The current interest period of EUR 12 million has been booked as a liability as of 31
The fund for invested unrestricted equity includes other equity-related investments and that December 2023, as the obligation to pay the interest for the full interest cycle (12 months)
part of the share subscription price which is not recognised in share capital according to a arose when the AGM on 19 April 2023 decided to distribute dividends.
specific decision.
Translation differences
Hybrid loan Translation differences include those items that have arisen in converting the financial
To strenghten the capital structure, the Group issued a hybrid bond of EUR 150 million in statements of foreign group companies from their operational currencies into euros.
March 2023. The hybrid bond is subordinated to the Group’s other debt obligations, but
has priority over other equity items. The hybrid bonds bears a fixed coupon interest of Information on the capital risk management is presented in Note 5.2 Financial risk
8.000 per cent per annum until 16 March 2026, which is payable annually if decided so management.

SANOMA ANNUAL REPORT 2023 ∙ 222


5.5 Contingent liabilities Media Finland Oy for years 2015–2018. The case concerned the treatment of VAT of
certain magazines that were printed in multiple locations in Europe, and processed in and
EUR million 2023 2022 distributed through a centralised logistics centre in Norway.
Contingencies for own commitments
OUR BUSINESSES Pledges 0.9 0.9 Based on the decision from the Finnish Tax Adjustment Board on 29 April 2021, Sanoma paid
IN BRIEF Other items 24.3 24.3 EUR 25 million of VAT, penalties and interests in July 2021 in order to avoid further interest

SUSTAINABILITY Total 25.2 25.2 accumulation. Sanoma considered this payment to be a deposit with the tax authority while
the dispute was ongoing, and consequently reported the amount paid as a receivable.
GOVERNANCE On August 2021, the tax authorities made an ex officio decision on a corporate income tax
Other commitments
FINANCIALS Royalties 0.5 0.2 adjustment as a consequence of value added tax adjustment and refunded EUR 3 million of

Commitments for acquisitions of intangible assets 40.7 41.0


corporate income tax to Sanoma. Sanoma considered this refund to be a liability towards the
Report of the (film and TV broadcasting rights included) tax authority while the dispute was ongoing, and consequently reported the amount received
Board of Directors
Other items 90.6 91.3 as a liability. According to the Administrative Court’s decision on 8 June 2023, and pursuant to
■ Consolidated
Total 131.8 132.5 the Tax Assessment Procedure Act, no tax will be refunded to Sanoma. Sanoma has applied
Financial Statements
for a permission to appeal of the decision to the Supreme Administrative Court.
Parent Company
Total 157.0 157.7
Financial Statements
On 16 December 2022, Sanoma announced it had received similar payment decisions based
Boards proposal for
on the tax audits for years 2019-2021. Based on the payment decisions, Sanoma paid EUR 11
distribution of profits
Other items include commitments of contracts. In 2022, a new significant contract was million of VAT, penalties and interests in December 2022 in order to avoid interest accumulation.
Signatures of the Board
signed with an external operator. Sanoma considered this payment to be a deposit with the tax authority, and reported the
Auditor’s Report amount paid as a receivable. In March 2023, the tax authorities made an ex officio decision
NON-CANCELLABLE MINIMUM LEASE PAYMENTS TO BE RECEIVED BY MATURITY
Information for investors on a corporate income tax adjustment as a consequence of value added tax and refunded
EUR million 2023 2022 EUR 2 million of corporate income tax to Sanoma. Sanoma considered this refund to be a
Not later than 1 year 4.5 4.8 liability towards the tax authority, and reported the amount received as a liability. Sanoma has
1–5 years 5.2 6.1 appealed the decisions to the Finnish Tax Adjustment Board, where the process is still ongoing.
Later than 5 years 0.3
Total 9.6 11.2 Based on the Administrative Court’s decision given on 8 June 2023, the VAT claims for both the
years 2015–2018 and 2019–2021 amounting to EUR 36 million were booked as other operating
expenses in Q2 2023 result and a positive EUR 5 million adjustment to the income taxes.
Most of the non-cancellable minimum lease payments to be received are related to
subleases. The Group sub-leases parts of its office buildings. The Group has classified these The VAT regulations have changed as of 1 July 2021 and thus further tax audits related to
leases as operating leases, because they do not transfer substantially all of the risks and the matter are not expected.
rewards incidental to the head lease.
The Group is periodically involved in incidental litigation or administrative proceedings
Disputes and litigations primarily arising in the normal course of business. Sanoma feels that its gross liability, if any,
On 8 June 2023, Sanoma announced that the Administrative Court had rejected Sanoma’s under any pending or existing incidental litigation or administrative proceedings would not
appeal that concerned the VAT payment decisions regarding the tax audits at Sanoma materially affect the Group’s financial position or results of operations.

SANOMA ANNUAL REPORT 2023 ∙ 223


OUR BUSINESSES 6. Other notes
IN BRIEF
6.1 Related party transactions......................................... 225
SUSTAINABILITY
6.2 Share-based payments............................................... 225
GOVERNANCE
6.3 Management compensation,
FINANCIALS benefits and ownership............................................... 230
6.4 Subsidiaries, associated companies
Report of the and joint ventures............................................................ 233
Board of Directors
6.5 Events after the balance sheet date...................... 234
■ Consolidated
Financial Statements
Parent Company
Financial Statements
Boards proposal for
distribution of profits
Signatures of the Board
Auditor’s Report
Information for investors

SANOMA ANNUAL REPORT 2023 ∙ 224


6.1 Related party transactions TRANSACTIONS WITH RELATED PARTIES
Transaction values Balance as at
Sanoma Group’s related parties include subsidiaries, associated companies, joint ventures, for the year 31 December
members of the Board, President and CEO and persons closely associated with them as EUR million 2023 2022 2023 2022
well as entities controlled by management personnel. Remuneration for key management
Sale of goods and services
OUR BUSINESSES is presented in Note 6.3. Transactions with joint ventures, associated companies and
Entities controlled by management
IN BRIEF entities controlled by management personnel are presented below. Transactions within the personnel 0.0 0.1

SUSTAINABILITY Sanoma Group are not presented as related party transactions because they are eliminated Joint ventures 0.1 0.1 0.0
in the consolidated figures. The transactions of the other shareholders of joint ventures are Associates 2.1 1.6 0.3
GOVERNANCE not presented as related party transactions because those shareholders are not considered Total 2.2 1.7 0.3
FINANCIALS to be related parties on the basis of the joint control agreement. Subsidiaries are presented Purchase of goods and services
in Note 6.4. In addition, the Sanoma Group’s related parties include pension fund and Entities controlled by management
Report of the employees’ profit-sharing funds. Besides pension fund, transactions with those parties are personnel 0.0
Board of Directors
not material. Associates 0.3 0.2 0.0
■ Consolidated Total 0.3 0.2 0.0
Financial Statements
Pension funds are described in more detail in accounting policies and pension calculations
Parent Company in Note 4.9. The sale of goods and services to related parties are based on the Group’s effective
Financial Statements
market prices.
Boards proposal for
The Sanoma Group had no other significant related parties, which indicate related
distribution of profits
party definitions or with which significant related party transactions exist during the 6.2 Share-based payments
Signatures of the Board
financial year.
Auditor’s Report Performance share plan and restricted share plan
Information for investors Transactions and outstanding balances with associated companies, joint ventures and The Performance Share Plan and the Restricted Share Plan form the long-term part of the
entities controlled by management personnel are presented in the following table. remuneration and commitment programme for the executives and other selected key
employees of Sanoma and its subsidiaries. The purpose of the Performance Share Plan and
the Restricted Share Plan is to encourage the executives and the selected key employees to
work on a long-term basis to increase shareholder value and to commit to the company.

Performance Share Plan


The Board of Directors of Sanoma Corporation has on 7 February 2013 approved a share-
based long-term incentive programme (Performance Share Plan, PSP) to be offered to
executives and managers of Sanoma Corporation and its subsidiaries. The conditions and
the issuance of the Performance Shares are decided on by the Sanoma Board of Directors
in accordance with the Human Resources Committee’s proposal. In general, Performance
Shares vest over 3-year period and vesting is subject to meeting Group performance targets
set by the Board of Directors for annually commencing new plans. The possible reward is
paid as a combination of shares and cash. The reward’s cash component is dedicated to
cover taxes and tax-related costs.

SANOMA ANNUAL REPORT 2023 ∙ 225


Shares conditionally granted to the President and CEO and EMT members under the The Board of Directors of Sanoma Corporation has on 10 February 2022 approved a
Performance Share Plan are subject to a share ownership requirement that is determined by share-based long-term incentive programme 2022-2024 (Restricted Share Plan, RSP) to
the Board of Directors in accordance with the Human Resources Committee’s proposal. Until be offered to executives and managers of Sanoma Corporation and its subsidiaries. The
the required share holding is achieved, the President and the CEO and EMT members are conditions and the issuance of the Restricted Shares are decided on by the Sanoma Board
OUR BUSINESSES required to hold (and not sell) at least 50% of performance shares received. of Directors in accordance with the Human Resources Committee’s proposal. Restricted
IN BRIEF Shares vest over 3-year period in 2022-2024 and vesting is subject to meeting service
■ The performance measures for the performance period 2019-2021 are based on condition.
SUSTAINABILITY
adjusted earnings per share and adjusted free cash flow targets in 2019.
GOVERNANCE ■ The performance measures for the performance period 2020-2022 are based on The Board of Directors of Sanoma Corporation has on 10 February 2023 approved a
adjusted earnings per share and adjusted free cash flow targets in 2020. share-based long-term incentive programme 2023-2025 (Restricted Share Plan, RSP) to
FINANCIALS
■ The performance measures for the performance period 2021-2023 are based on be offered to executives and managers of Sanoma Corporation and its subsidiaries. The
Report of the adjusted earnings per share and adjusted free cash flow targets in 2021. conditions and the issuance of the Restricted Shares are decided on by the Sanoma Board
Board of Directors ■ The performance measures for the performance period 2022-2024 are based on of Directors in accordance with the Human Resources Committee’s proposal. Restricted
■ Consolidated adjusted earnings per share and adjusted free cash flow targets in 2022-2023. Shares vest over 3-year period in 2023-2025 and vesting is subject to meeting service
Financial Statements ■ The performance measures for the performance period 2023-2025 are based on condition.
Parent Company adjusted earnings per share and adjusted free cash flow targets in 2023.
Financial Statements
The possible rewards are paid net in shares.
Boards proposal for
The President and CEO and EMT members are part of Sanoma’s Performance Share Plan.
distribution of profits
Shares conditionally granted to the President and CEO and EMT members under the
Signatures of the Board
In 2023, Sanoma delivered 74,082 Sanoma shares held by the company to 152 employees Restricted Share Plan are subject to share ownership requirement that is determined by the
Auditor’s Report based on the Performance Share Plan 2020-2022 (without consideration and after taxes). Board of Directors in accordance with the Human Resources Committee’s proposal. Until
Information for investors the required share holding is achieved, the President and the CEO and EMT members are
Restricted Share Plan required to hold (and not sell) at least 50% of performance shares received.
The Board of Directors of Sanoma Corporation has on 6 February 2020 approved a share-
based long-term incentive programme 2020-2022 (Restricted Share Plan, RSP) to be offered In 2023, Sanoma delivered 15,768 Sanoma shares held by the company to 2 employees
to executives and managers of Sanoma Corporation and its subsidiaries. The conditions and based on the Restricted Share Plan 2020-2022 (without consideration and after taxes).
the issuance of the Restricted Shares are decided on by the Sanoma Board of Directors in
accordance with the Human Resources Committee’s proposal. Restricted Shares vest over More specific information on the performance and restricted share plan grants are
3-year period in 2020-2022 and vesting is subject to meeting service condition. presented in the following tables. Information on the management ownership is presented
in Note 6.3.
The Board of Directors of Sanoma Corporation has on 9 February 2021 approved a share-
based long-term incentive programme 2021-2023 (Restricted Share Plan, RSP) to be
offered to executives and managers of Sanoma Corporation and its subsidiaries. The
conditions and the issuance of the Restricted Shares are decided on by the Sanoma Board
of Directors in accordance with the Human Resources Committee’s proposal. Restricted
Shares vest over 3-year period in 2021-2023 and vesting is subject to meeting service
condition.

SANOMA ANNUAL REPORT 2023 ∙ 226


BASIC INFORMATION

Plan Performance Share Plan Restricted Share Plan


Performance Performance Performance Performance Performance Restricted Restricted Restricted Restricted Restricted
Share Plan Share Plan Share Plan Share Plan Share Plan Share Plan Share Plan Share Plan Share Plan Share Plan Total /
OUR BUSINESSES Instrument 2019–2021 2020–2022 2021–2023 2022–2024 2023–2025 2019–2021 2020–2022 2021–2023 2022–2024 2023–2025 Average
IN BRIEF Initial amount, gross pcs
(includes share and cash portions) 667,500 525,000 495,000 540,000 750,000 50,000 30,000 25,000 20,000 41,000 3,143,500
SUSTAINABILITY Initial allocation date 6.2.2019 6.2.2020 9.2.2021 13.4.2022 19.4.2023 6.2.2019 1.3.2022 9.2.2021 13.4.2022 19.4.2023

GOVERNANCE Vesting date / reward payment at the


latest 30.4.2022 30.4.2023 30.4.2024 30.4.2025 30.4.2026 30.4.2022 30.4.2023 30.4.2024 30.4.2025 30.4.2026
FINANCIALS Maximum contractual life, yrs 3.2 3.2 3.2 3.0 3.0 3.3 1.3 3.2 3.0 3.0 3.1
Remaining contractual life, yrs Expired Expired 0.3 1.3 2.3 Expired Expired 0.3 1.3 2.3 1.5
Report of the
Board of Directors Number of persons at the end of the
reporting year 191 201 234 2 3 5
■ Consolidated Payment method Equity and Equity and Equity and Equity and Equity and Equity and Equity and Equity and Equity and Equity and
Financial Statements cash cash cash cash cash cash cash cash cash cash
Parent Company
Financial Statements
Boards proposal for
distribution of profits
Signatures of the Board
Auditor’s Report
Information for investors

SANOMA ANNUAL REPORT 2023 ∙ 227


Changes Performance Share Plan Restricted Share Plan
Performance Performance Performance Performance Performance Restricted Restricted Restricted Restricted Restricted
Share Plan Share Plan Share Plan Share Plan Share Plan Share Plan Share Plan Share Plan Share Plan Share Plan Total
2019–2021 2020–2022 2021–2023 2022–2024 2023–2025 2019–2021 2020–2022 2021–2023 2022–2024 2023–2025

1 Jan 2022
OUR BUSINESSES
Outstanding at the beginning of the
IN BRIEF reporting period 505,232 155,426 479,760 38,250 11,900 1,190,568

SUSTAINABILITY
Changes during the period
GOVERNANCE
Granted 18,412 546,432 10,000 10,000 15,000 599,844
FINANCIALS Forfeited 1,446 12,408 97,117 6,432 3,000 120,403
Exercised 503,786 38,250 542,036
Report of the
Board of Directors
31 Dec 2022
■ Consolidated
Financial Statements Outstanding at the end of the period 0 143,018 401,055 540,000 0 10,000 21,900 12,000 1,127,973

Parent Company
Financial Statements 1 Jan 2023

Boards proposal for Outstanding at the beginning of the


reporting period 143,018 401,055 540,000 10,000 21,900 12,000 1,127,973
distribution of profits
Signatures of the Board
Changes during the period
Auditor’s Report Granted 704,655 10,000 4,500 41,000 760,155
Information for investors Forfeited 13,778 25,656 7,791 5,900 5,625 58,750
Exercised 143,018 20,000 163,018

31 Dec 2023
Outstanding at the end of the period 0 387,277 514,344 696,864 0 16,000 10,875 41,000 1,666,360

SANOMA ANNUAL REPORT 2023 ∙ 228


Fair value determination At the end of the period the estimated future cash payment to be paid to the tax authorities
Assumptions made in determining the fair value of share rewards in the performance and from share-based payments is EUR 3.4 million (2022: 2.7).
restricted share plan:
In addition to the Performance Share Plan and the Restricted Share Plan, following the
OUR BUSINESSES ■ Liabilities arising from share-based payments at the end of the period represent the conclusion of acquisition of all the shares of itslearning AS, in 2020, Sanoma established a
IN BRIEF amount booked until the end of the reporting period of the employers social costs relating management investment programme which is accounted for as cash-settled share-based
to the payable rewards. The fair value of the liability is remeasured at each reporting payment transaction. The purpose of the programme was to align the incentives of certain
SUSTAINABILITY
date until the possible reward payment. The fair value of the liability will thus change in key employees of itslearning AS participating in the management incentive programme
GOVERNANCE accordance with the Sanoma share price. with those of Sanoma. In 2023, accrued cost related to this programme was EUR 0.4 million
■ The fair value for the equity settled portion has been determined at grant using the fair (2022: 0.9). The programme was settled in 2023.
FINANCIALS
value of Sanoma share as of the grant date less the expected dividends paid before
Report of the possible share delivery.
Board of Directors ■ The fair value is expensed until vesting.
■ Consolidated
Financial Statements
VALUATION PARAMETERS FOR INSTRUMENTS GRANTED DURING PERIOD
Parent Company
Financial Statements EUR 2023 2022

Boards proposal for Share price at grant 8.24 12.64


distribution of profits Share price at reporting period end 6.95 9.82
Signatures of the Board Expected dividends pa. 0.38 0.57
Auditor’s Report Fair value of the equity-settled portion at grant 6.74 10.45

Information for investors

EFFECT OF SHARE-BASED INCENTIVES ON THE RESULT AND FINANCIAL POSITION


DURING THE PERIOD

EUR million 2023 2022

Expenses for the financial year, share-based payments 4.1 2.7


of which equity-settled 4.0 2.6
Liabilities arising from share-based payments at the end of the period 0.1 0.1

SANOMA ANNUAL REPORT 2023 ∙ 229


6.3 Management compensation, benefits and ownership
MANAGEMENT REMUNERATION AND OWNERSHIP, 2023
Number of performance shares and restricted shares
Performance and
Remuneration Number of shares on restricted share plan Performance Share Performance Share Performance Share Restricted Share Restricted Share
OUR BUSINESSES (EUR 1,000) 31 December 2023 costs (EUR 1,000) Plan 2021–2023 1 Plan 2022–2024 1 Plan 2023–2025 1 Plan 2021–2023 1 Plan 2023–2025 1
IN BRIEF
Board of Directors
SUSTAINABILITY Pekka Ala-Pietilä, Chair 150 15,000
Nils Ittonen, Vice Chair 101 59,000
GOVERNANCE
Julian Drinkall 93
FINANCIALS Rolf Grisebach 87
Anna Herlin 78 1,000
Report of the
Board of Directors Mika Ihamuotila 77 150,000
Denise Koopmans 92
■ Consolidated
Financial Statements Sebastian Langenskiöld 84 645,963
Eugenie van Wiechen (as of 19 April 2023) 52
Parent Company
Financial Statements Rafaela Seppälä (until 19 April 2023) 32
Total 845 870,963
Boards proposal for
distribution of profits
President and CEO
Signatures of the Board
Susan Duinhoven 1,275 601,010 1,791 130,600 100,000 100,000
Auditor’s Report
Total 1,275 601,010 1,791 130,600 100,000 100,000
Information for investors
Executive Management Team
Alexander Green 9,843 46,450 57,700 10,000 10,000
Pia Kalsta 36,650 16,064 12,400 15,400 6,000
Rob Kolkman 44,675 40,875 32,688 60,000
Total 1,880 91,168 723 56,939 91,538 133,100 16,000 10,000

1
Sanoma Performance Share Plan has been adopted in 2013. Sanoma Restricted Share Plan has been adopted in 2014. Number of Sanoma performance shares granted in the Performance Share Plan 2022–2024
and Performance Share Plan 2023–2025 to the President and CEO and EMT members is presented on target level. Should the maximum level of performance measures be reached the earned share reward is
150% of the shares at target level. Performance period for PSP 2022–2024 is years 2022–2023 and for Performance Share Plan 2023–2025 year 2023. Shares conditionally granted to the President and CEO
and EMT members under the Performance Share and Restricted Share Plan are subject to share ownership requirement that is determined by the Board of Directors in accordance with the Human Resources
Committee’s proposal. Until the required shareholding is achieved, the President and the CEO and EMT members are required to hold (and not sell) at least 50% of performance and restricted shares received.

Figures include the remuneration (meeting fees, base salaries, fringe benefits, short- and long-term incentives) that has been paid for assignments handled by those persons during
the period. EMT members do not receive separate remuneration for their Board memberships in the Group companies. Performance and restricted share plan costs include costs during
membership. The Group has no outstanding receivables or loans from the management. Remuneration does not include pension costs. The pension cost of the President and CEO and EMT is
presented in paragraph Other benefits of the management.

SANOMA ANNUAL REPORT 2023 ∙ 230


MANAGEMENT REMUNERATION AND OWNERSHIP, 2022
Number of performance shares and restricted shares
Performance and
Remuneration Number of shares on restricted share plan Performance Share Performance Share Performance Share Restricted Share Restricted Share
OUR BUSINESSES (EUR 1,000) 31 December 2022 costs (EUR 1,000) Plan 2020–2022 1 Plan 2021–2023 1 Plan 2022–2024 1 Plan 2020–2022 1 Plan 2021–2023 1
IN BRIEF
Board of Directors
SUSTAINABILITY Pekka Ala-Pietilä, Chair 149 15,000
Nils Ittonen, Vice Chair 100 59,000
GOVERNANCE
Julian Drinkall 89
FINANCIALS Rolf Grisebach 87
Anna Herlin 81 1,000
Report of the
Board of Directors Mika Ihamuotila 79 150,000
Denise Koopmans 91
■ Consolidated
Financial Statements Sebastian Langenskiöld 78 645,963
Rafaela Seppälä 82 10,273,370
Parent Company
Financial Statements Total 836 11,144,333

Boards proposal for


distribution of profits President and CEO
Susan Duinhoven 3,648 577,595 910 48,550 130,600 100,000
Signatures of the Board
Total 3,648 577,595 910 48,550 130,600 100,000
Auditor’s Report
Information for investors Executive Management Team
Markus Holm (until 30 June 2022) 77,270
Alexander Green (as of 1 March 2022) 46,450 10,000 10,000
Pia Kalsta 32,810 7,962 16,064 12,400 6,000
Rob Kolkman 36,948 11,215 40,875 32,688
Total 3,039 147,028 565 19,177 56,939 91,538 10,000 16,000

1
Sanoma Performance Share Plan has been adopted in 2013. Sanoma Restricted Share Plan has been adopted in 2014. Number of Sanoma performance shares granted in the Performance Share Plan 2022-
2024 to the President and CEO and EMT members is presented on target level. Should the maximum level of performance measures be reached the earned share reward is 150% of the shares at target level.
Performance period for PSP 2022-2024 is years 2022-2023. Shares conditionally granted to the President and CEO and EMT members under the Performance Share and Restricted Share Plan are subject to share
ownership requirement that is determined by the Board of Directors in accordance with the Human Resources Committee’s proposal. Until the required shareholding is achieved, the President and the CEO and
EMT members are required to hold (and not sell) at least 50% of performance and restricted shares received.

Figures include the remuneration (meeting fees, base salaries, fringe benefits, short- and long-term incentives) that has been paid for assignments handled by those persons during
the period. EMT members do not receive separate remuneration for their Board memberships in the Group companies. Performance and restricted share plan costs include costs during
membership. The Group has no outstanding receivables or loans from the management. Remuneration does not include pension costs. The pension cost of the President and CEO and EMT is
presented in paragraph Other benefits of the management.

SANOMA ANNUAL REPORT 2023 ∙ 231


All remuneration decisions for the President and CEO were made within the framework of For the President and CEO Susan Duinhoven, the additional pension contribution cost was
the Remuneration Policy presented to Sanoma Corporation's Annual General Meeting 2023, EUR 87,951 for the year 2023 (2022: 87,048), and the statutory pension cost for the year
held on Wednesday, 19 April 2023 in Helsinki. The remuneration and benefits payable to 2023 was EUR 108,677 (2022: 136,257). The pension costs of EMT members were EUR
the President and CEO and Executive Management Team (EMT) members are approved by 248,569 in 2023 (2022: 300,466).
OUR BUSINESSES the Board of Directors of Sanoma, in accordance with the Human Resources Committee’s
IN BRIEF proposal. In addition, the President and CEO and EMT members receive bonuses according

SUSTAINABILITY to the short-term incentive plan approved each year by the Board of Directors. The
performance criteria set at the beginning of the year in the 2023 short-term incentive plan
GOVERNANCE of EMT members were based on achieving financial targets of operational EBIT, free cash
FINANCIALS flow and net sales as well as sustainability targets linked to Employee Engagement Survey
results and certain data and privacy targets. For the year 2023, the short-term incentive
Report of the earning opportunity for the President and CEO was set at 66.7% of her annual salary at
Board of Directors
target level and 100% at maximum level. For other EMT members, the short-term incentive
■ Consolidated
earning opportunity set at the beginning of the year 2023, varied from 45% to 60% of salary
Financial Statements
at target level and from 67.5% to 90% at maximum level.
Parent Company
Financial Statements
The President and CEO and EMT members are part of Sanoma’s long-term incentive
Boards proposal for
schemes. The long-term incentives are part of the Group’s incentive and commitment
distribution of profits
programme and are distributed by the Sanoma Board of Directors, in accordance with the
Signatures of the Board
Human Resources Committee’s proposal.
Auditor’s Report
Information for investors Notifications of the President and CEO’s transactions are announced on Group’s
website sanoma.com as of 3 July 2016. More details on remuneration is available in
the Remuneration Report and at sanoma.com/en/investors/corporate-governance/
remuneration/.

Other benefits of the management


The President and CEO Susan Duinhoven’s period of notice is six months either from the
President and CEO’s or the Company’s part. If the executive contract is terminated by the
Company, a severance payment equalling to 12 month’s salary in addition to the salary for
the notice period will be paid to the President and CEO. The severance pay is accompanied
by a fixed-term non-competition clause.

The additional pension benefits of the President and CEO and other EMT members are
based on defined contribution. The President and CEO is entitled to an additional pension
benefit contribution, which amounts to 15% of her salary. The President and CEO’s and part
of the EMT members’ retirement age is the usual retirement age in their home country.

SANOMA ANNUAL REPORT 2023 ∙ 232


6.4 Subsidiaries, associated companies and joint ventures
SUBSIDIARIES AT 31 DEC 2023
Sub-group’s Book value Sub-group’s Book value
Parent Parent in Parent Parent Parent in Parent
Company Company Group Company, Company Company Group Company,
holding, % holding, % holding,% EUR million holding, % holding, % holding,% EUR million
OUR BUSINESSES
IN BRIEF Subsidiaries of Parent Company Subsidiaries of Sanoma Pro Ltd
Sanoma Trade Oy, Finland 100.0 100.0 0.7 Nowa Era Sp. z.o.o., Poland 100.0 100.0
SUSTAINABILITY
Sanoma Media Finland Ltd, Finland ¹ 100.0 100.0 131.4 Sanoma Learning B.V., The Netherlands 100.0 100.0
GOVERNANCE Sanoma Pro Ltd, Finland ¹ 100.0 100.0 490.5 Sanoma Utbildning AB, Sweden 100.0 100.0

FINANCIALS Subsidiaries of Sanoma Learning B.V. Tutorhouse Oy, Finland 100.0 100.0
Bureau ICE B.V., The Netherlands 100.0 itslearning AS, Norway 100.0 100.0
Report of the L.C.G. Malmberg B.V., The Netherlands 100.0 Sanoma Educación, S.L., Spain 100.0 100.0
Board of Directors
Uitgeverij Van In N.V., Belgium 100.0 Ítaca, S.L., Spain 100.0 100.0
■ Consolidated
Iddink Group B.V., The Netherlands 100.0 ITSL KeyMgmt AS, Norway 100.0 100.0
Financial Statements
Uitgeverij Essener B.V., The Netherlands 100.0 Sanoma Italia S.p.A, Italy 100.0 100.0
Parent Company
Financial Statements Gelukskoffer Scholen B.V., The Netherlands 100.0 Stark Verlag GmbH, Germany 100.0 100.0
Sanoma Media Russia & CEE B.V., The Subsidiaries of Sanoma Educación S.L.
Boards proposal for Netherlands 100.0
distribution of profits Grup Promotor D´Ensenyement i Difusió en
Subsidiary of Sanoma Trade Oy Catalá, S.L., Spain 100.0
Signatures of the Board Forum Cinemas Ltd, Ukraine 100.0 Edicions Voramar, S.A., Spain 100.0
Auditor’s Report Subsidiaries of Sanoma Media Finland Ltd Ediciones Grazalema, S.L., Spain 100.0
Information for investors Netwheels Oy, Finland 55.8 55.8 Edicions Obradoiro, S.L., Spain 100.0
Sanomala Oy, Finland 100.0 100.0 Zubia Editoriala, S.L., Spain 100.0
Sanoma Kids Finland Oy, Finland 100.0 100.0 Sanoma Infantil y Juvenil, S.L., Spain 100.0
Sanoma Tekniikkajulkaisut Oy, Finland 60.0 60.0 Clickart, Taller De Comunicacio, S.L., Spain 100.0
Oy Suomen Tietotoimisto - Finska Notisbyrån Ab, Subsidiaries of itslearning AS
Finland 75.4 75.4
itslearning UK Ltd, United Kingdom 100.0
Kaiku Entertainment Oy, Finland 100.0 100.0
itslearning AB, Sweden 100.0
H.I.P. Music Productions Oy, Finland 100.0 100.0
itslearning GmbH, Germany 100.0
Sanoma Manu Oy, Finland 100.0 100.0
itslearning France SA, France 100.0
Valopilkku Oy, Finland 100.0 100.0
itslearning A/S, Denmark 100.0
Sanoma Media Rauma Oy, Finland 100.0 100.0
itslearning München GmbH, Germany 100.0
Rauman Suorajakelu Oy, Finland 100.0 100.0

SANOMA ANNUAL REPORT 2023 ∙ 233


Parent
Sub-group’s
Parent
Book value
in Parent
6.5 Events after the balance sheet date
Company Company Group Company,
holding, % holding, % holding,% EUR million
On 18 January 2024, Sanoma announced it would divest its majority holding in Netwheels
Subsidiary of Nowa Era Sp. z.o.o.
Oy to Alma Media. Net sales of the divested business were approx. EUR 8 million in 2023
Vulcan Sp. z.o.o., Poland 100.0
OUR BUSINESSES and the company employed 29 people who will transfer to the buyer at the completion. The
IN BRIEF Subsidiaries of Iddink Group B.V.
transaction was completed at the end of January.
Iddink Digital B.V., The Netherlands 100.0
SUSTAINABILITY
Iddink Learning Materials B.V., The Netherlands 100.0
On 8 January 2024, Sanoma divested Stark, an exam preparation business in Germany,
GOVERNANCE Iddink Spain S.L.U, Spain 100.0
which it acquired in connection to the Italian K12 learning content business from Pearson in
The Implementation Group B.V., The Netherlands 100.0 August 2022. Net sales of the divested business were approx. EUR 14 million in 2023 and the
FINANCIALS
622.6 company employed 56 people who transferred to the buyer with the divestment.
Report of the
Board of Directors
1
Parent Company of sub group

■ Consolidated
In 2023, Sanoma did not have subsidiaries with material non-controlling interests. Total non-
Financial Statements
controlling interest reported in the balance sheet 31 Dec 2023 is EUR 2.6 million (2022: 7.0).
Parent Company
Financial Statements
Boards proposal for ASSOCIATED COMPANIES AND JOINT VENTURES AT 31 DEC 2023
distribution of profits
Sub-group’s Book value
Parent Parent in Parent
Signatures of the Board Company Company Group Company,
holding, % holding, % holding,% EUR million
Auditor’s Report
Sanoma Corporation
Information for investors
Valkeakosken Yhteistalo Oy, Finland 21.9 21.9 0.2
Sanoma Media Finland Ltd
Story House Egmont Oy Ab, Finland 50.0 50.0
Platco Oy, Finland 33.3 33.3
Media Metrics Finland Oy, Finland 25.0 25.0
Beely Oy, Finland 30.6 30.6
Suomen Nettikirpputorit Oy, Finland 0.0 0.0
Oy Suomen Tietotoimisto - Finska
Notisbyrån Ab
Retriever Suomi Oy, Finland 49.0
L.C.G. Malmberg B.V.
Methodeonderzoek V.O.F., The Netherlands 25.0
A.S.S.U. Adressenbestand Samenwerkende
Schoolboeken Uitgevers V.O.F, The Netherlands 50.0
0.2

SANOMA ANNUAL REPORT 2023 ∙ 234


OUR BUSINESSES
IN BRIEF Parent Company
SUSTAINABILITY Financial Statements
GOVERNANCE
Parent Company income statement, FAS ......... 236
FINANCIALS Parent Company balance sheet, FAS ................... 236
Report of the Parent Company cash flow statement, FAS..... 237
Board of Directors Notes to the Parent Company Financial
Consolidated Statements.................................................................................. 238
Financial Statements 1. Parent Company’s accounting policies for Financial
Statements.................................................................................... 238
■ Parent Company
Financial Statements 2. Net sales........................................................................................ 238
3. Other operating income.......................................................... 238
Boards proposal for
distribution of profits 4. Personnel expenses.................................................................. 239
5. Other operating expenses...................................................... 239
Signatures of the Board
6. Financial income and expenses........................................... 239
Auditor’s Report
7. Income taxes................................................................................ 239
Information for investors 8. Intangible assets........................................................................ 240
9. Tangible assets........................................................................... 241
10. Investments............................................................................... 242
11. Receivables............................................................................... 243
12. Shareholders' equity.............................................................. 243
13. Appropriations......................................................................... 244
14. Non-current liabilities............................................................ 244
15. Current liabilities...................................................................... 244
16. Contingent liabilities.............................................................. 245

SANOMA ANNUAL REPORT 2023 ∙ 235


Parent Company income statement, FAS
EUR million Note 2023 2022

Net sales 2 63.4 57.8


OUR BUSINESSES Other operating income 3 3.4 4.1
IN BRIEF Personnel expenses 4 -19.2 -18.4

SUSTAINABILITY Depreciation, amortisation and impairment losses 8–10 -1.2 -0.6


Other operating expenses 5 -57.4 -54.1
GOVERNANCE
OPERATING PROFIT (LOSS) -11.0 -11.2
FINANCIALS Financial income and expenses 6 2.2 93.7
RESULT BEFORE APPROPRIATIONS AND TAXES -8.8 82.5
Report of the
Appropriations 13 9.5 48.1
Board of Directors
Income taxes 7 0.2 -7.6
Consolidated
Financial Statements RESULT FOR THE YEAR 0.9 123.0

■ Parent Company
Financial Statements
Parent Company balance sheet, FAS
Boards proposal for
distribution of profits
Assets Equity and liabilities
Signatures of the Board
EUR million Note 31 Dec 2023 31 Dec 2022 EUR million Note 31 Dec 2023 31 Dec 2022
Auditor’s Report
NON-CURRENT ASSETS SHAREHOLDERS' EQUITY 12
Information for investors
Intangible assets 8 3.4 4.2 Share capital 71.3 71.3
Tangible assets 9 4.7 7.1 Treasury shares -4.1 -5.2
Investments 10 1,438.9 1,513.4 Fund for invested unrestricted equity 209.8 209.8
Long-term receivables 11 1.8 2.4 Retained earnings 401.9 337.8
NON-CURRENT ASSETS, TOTAL 1,448.8 1,527.1 Profit for the year 0.9 123.0
SHAREHOLDERS' EQUITY, TOTAL 679.7 736.7
CURRENT ASSETS
Short-term receivables 11 71.9 125.1 APPROPRIATIONS 13 0.9 0.5
Cash and cash equivalents 44.5 19.2
CURRENT ASSETS, TOTAL 116.4 144.2 LIABILITIES
Non-current liabilities 14 399.7 599.2
ASSETS, TOTAL 1,565.2 1,671.3 Current liabilities 15 484.9 334.9
LIABILITIES, TOTAL 884.6 934.1
EQUITY AND LIABILITIES, TOTAL 1,565.2 1,671.3

SANOMA ANNUAL REPORT 2023 ∙ 236


Parent Company cash flow statement, FAS
EUR million 2023 2022 EUR million 2023 2022

OPERATIONS INVESTMENTS
OUR BUSINESSES Result for the period 0.9 123.0 Acquisition of tangible and intangible assets -0.7 -3.6
IN BRIEF Adjustments Sales of tangible and intangible assets 5.4 0.1

SUSTAINABILITY Income taxes -0.2 7.6 Group companies sold 1.8


Appropriations -9.5 -48.1 Repayments of capital 10.9
GOVERNANCE
Financial income and expenses -2.2 -93.7 Loans granted -9.7 -219.5
FINANCIALS Depreciation, amortisation and impairment losses 1.2 0.6 Repayments of loan receivables 79.4 12.5
Gains / losses on sale of non-current assets -3.0 -1.9 Interest received 35.2 10.6
Report of the
Board of Directors Other adjustments 3.2 3.3 CASH FLOW FROM INVESTMENTS 109.6 -187.2
Change in working capital
Consolidated
Financial Statements Change in trade and other receivables 24.0 4.7 CASH FLOW BEFORE FINANCING 95.9 -149.8

■ Parent Company Change in trade and other payables, and provisions -4.5 -4.3 FINANCING
Financial Statements Dividends received 1.9 63.0 Change in loans with short maturity -68.9 69.7

Boards proposal for Interest paid -28.6 -8.0 Drawings of other loans 189.3 344.5
distribution of profits Other financial items 2.8 -0.7 Repayments of other loans -179.1 -235.7
Signatures of the Board Taxes paid 0.2 -8.2 Dividends paid -60.4 -88.1

Auditor’s Report CASH FLOW FROM OPERATIONS -13.7 37.3 Group contributions 48.6 46.0
CASH FLOW FROM FINANCING -70.5 136.4
Information for investors

Change in cash and cash equivalents according to cash flow


statement 25.4 -13.5
Net increase(+)/decrease(-) in cash and cash equivalents 25.4 -13.5
Cash and cash equivalents at 1 Jan 19.2 32.7
Cash and cash equivalents at 31 Dec 44.5 19.2

SANOMA ANNUAL REPORT 2023 ∙ 237


Notes to the Parent Company Financial Statements Real estate investments and housing property investments
In accordance with Finnish Accounting Act investments in real estates and housing property
1. Parent Company’s accounting policies for Financial Statements are presented as investments of non-current assets.
Sanoma Corporation is a public limited-liability company, which is domiciled in Helsinki.
OUR BUSINESSES Sanoma Corporation was founded on 1 May 1999 as the result of a combination merger.
IN BRIEF Sanoma Corporation’s financial statements have been prepared according to Finnish 2. Net sales
SUSTAINABILITY Accounting Standards (FAS). Sanoma Corporation is the Parent Company of Sanoma
EUR million 2023 2022
Group. Sanoma has prepared its consolidated financial statements in accordance with
GOVERNANCE most recent International Financial Reporting Standards (IFRS). The Finnish accounting Net sales by business

practices applied by Sanoma Corporation and accounting principles of IFRS standards are Management and service fees 63.4 57.8
FINANCIALS
mainly consistent thus the main accounting principles are available in accounting policies Total 63.4 57.8
Report of the of consolidated financial statements.
Board of Directors
Net sales by market areas
Consolidated The most significant differences between the accounting policies of Parent company and Finland 28.1 28.9
Financial Statements
Sanoma Group are the following: Other EU-countries 32.2 25.6
■ Parent Company
Other countries 3.1 3.3
Financial Statements
Pensions Total 63.4 57.8
Boards proposal for
Statutory pension cover of Sanoma Corporation’s employees is managed by pension
distribution of profits
insurance companies. Supplementary pension benefits are managed by Sanoma Pension 3. Other operating income
Signatures of the Board
Fund and by insurance companies. Pension settlements and pension costs are recognised
Auditor’s Report during the period in which they are incurred. The potential deficit of pension fund’s pension EUR million 2023 2022
Information for investors liability has been recognised as an obligatory provision under the balance sheet of Sanoma Rental income 0.1 0.1
Corporation.
Capital gains 3.0 1.9
Other 0.3 2.1
Interest in Group companies
Total 3.4 4.1
Interest in Group companies is measured at cost less any impairment losses. Interest in
Group companies is tested for impairment annually. Impairment testing also includes net
receivables from subsidiaries.

The fair value of the subsidiary shares has been assessed based on income approach, in
which the fair value of investment is calculated based on the discounted cash flow model
(DCF) or the dividend discount model. Impairment need is assessed by comparing the fair
value of the subsidiary shares to the book value in the parent company’s balance sheet and
possible write-down is booked through profit or loss.

SANOMA ANNUAL REPORT 2023 ∙ 238


4. Personnel expenses 6. Financial income and expenses

EUR million 2023 2022 EUR million 2023 2022

Wages, salaries and fees -16.7 -16.2 Dividend income


OUR BUSINESSES Pension costs -1.6 -1.9 From Group companies 1.9 91.0
IN BRIEF Other social expenses -0.9 -0.3 Total 1.9 91.0

SUSTAINABILITY Total -19.2 -18.4


Average number of employees (full-time equivalents) 125 129 Interest income from investments under non-current assets
GOVERNANCE
From Group companies 37.9 12.8
FINANCIALS The remuneration to the President and CEO and Board of Directors is presented separately, Total 37.9 12.8

divided by persons, in Note 6.3 to the Financial Statements.


Report of the
Board of Directors Other interest and financial income
From Group companies 2.5 0.6
Consolidated
Financial Statements 5. Other operating expenses From other companies 1.8 2.0

■ Parent Company Exchange rate gains 5.1 3.3


EUR million 2023 2022
Financial Statements Total 9.4 5.9
Office and ICT expenses -45.8 -38.1
Boards proposal for
distribution of profits Professional fees -3.0 -9.4 Interest and other financial expenses
Signatures of the Board Rents -1.0 -0.6 To Group companies -5.1 -1.3
Other -7.6 -6.0 To other companies -37.7 -11.2
Auditor’s Report
Total -57.4 -54.1 Exchange rate losses -4.3 -3.6
Information for investors
Total -47.1 -16.0
PRINCIPAL AUDIT FEES

EUR million 2023 2022 Total 2.2 93.7


Statutory audit -0.3 -0.4
Total -0.3 -0.4
7. Income taxes

EUR million 2023 2022

Income tax on operational income -0.1 -7.6


Income taxes from previous periods 0.4 0.0
Total 0.2 -7.6

SANOMA ANNUAL REPORT 2023 ∙ 239


8. Intangible assets
INTANGIBLE ASSETS 2023
Immaterial Other Advance
EUR million rights intangible assets payments Total
OUR BUSINESSES Acquisition cost at 1 Jan 0.0 10.2 1.0 11.2
IN BRIEF Increases 0.4 0.4

SUSTAINABILITY Decreases -1.7 -0.1 -1.8


Reclassifications 0.9 -0.9
GOVERNANCE
Acquisition cost at 31 Dec 0.0 9.8 0.0 9.8
FINANCIALS
Accumulated amortisation and impairment losses at 1 Jan -7.0 -7.0
Report of the
Board of Directors Decreases 1.7 1.7
Amortisation for the period -1.0 -1.0
Consolidated
Financial Statements Accumulated amortisation and impairment losses at 31 Dec -6.4 -6.4

■ Parent Company Book value at 31 Dec 2023 0.0 3.4 0.0 3.4
Financial Statements
Boards proposal for
distribution of profits INTANGIBLE ASSETS 2022
Immaterial Other Advance
Signatures of the Board EUR million rights intangible assets payments Total
Auditor’s Report Acquisition cost at 1 Jan 0.0 14.8 2.4 17.2
Information for investors Increases 1.7 1.3 3.0
Decreases -7.5 -1.4 -8.9
Reclassifications 1.1 -1.3 -0.2
Acquisition cost at 31 Dec 0.0 10.2 1.0 11.2

Accumulated amortisation and impairment losses at 1 Jan 0.0 -10.5 -10.5


Decreases 3.9 3.9
Amortisation for the period -0.4 -0.4
Accumulated amortisation and impairment losses at 31 Dec 0.0 -7.0 -7.0
Book value at 31 Dec 2022 0.0 3.1 1.0 4.2

SANOMA ANNUAL REPORT 2023 ∙ 240


9. Tangible assets
TANGIBLE ASSETS 2023
Machinery and Advance
EUR million Land and water equipment Other payments Total
OUR BUSINESSES Acquisition cost at 1 Jan 6.4 0.9 0.3 7.6
IN BRIEF Increases 0.1 0.0 0.1

SUSTAINABILITY Decreases -2.3 -0.2 -2.5


Acquisition cost at 31 Dec 4.2 0.7 0.3 5.2
GOVERNANCE

FINANCIALS Accumulated depreciation and impairment losses at 1 Jan -0.5 -0.5


Decreases 0.2 0.2
Report of the
Board of Directors Depreciation for the period -0.2 -0.2
Accumulated depreciation and impairment losses at 31 Dec -0.5 -0.5
Consolidated
Financial Statements Book value at 31 Dec 2023 4.2 0.3 0.3 4.7

■ Parent Company
Financial Statements
TANGIBLE ASSETS 2022
Boards proposal for
Machinery and Advance
distribution of profits EUR million Land and water equipment Other payments Total
Signatures of the Board Acquisition cost at 1 Jan 6.4 1.3 0.3 0.2 8.2
Auditor’s Report Increases 0.2 0.2
Information for investors Decreases -0.7 -0.7
Reclassifications -0.2 -0.2
Acquisition cost at 31 Dec 6.4 0.9 0.3 7.6

Accumulated depreciation and impairment losses at 1 Jan -0.8 -0.8

Decreases 0.6 0.6


Depreciation for the period -0.2 -0.2
Accumulated depreciation and impairment losses at 31 Dec -0.5 -0.5
Book value at 31 Dec 2022 6.4 0.4 0.3 7.1

SANOMA ANNUAL REPORT 2023 ∙ 241


10. Investments
INVESTMENTS 2023
Interest in
Interest in Group Receivables from associated Other shares
EUR million companies Group companies companies and holdings Total
OUR BUSINESSES
IN BRIEF Acquisition cost at 1 Jan 1,352.8 886.2 0.2 5.2 2,244.4
Increases 4.8 4.8
SUSTAINABILITY
Decreases -717.3 -79.3 -796.6
GOVERNANCE Acquisition cost at 31 Dec 635.5 811.7 0.2 5.2 1,452.6

FINANCIALS
Accumulated impairment losses at 1 Jan -730.2 -0.8 -731.0
Report of the Decreases 717.3 717.3
Board of Directors
Accumulated impairment losses at 31 Dec -12.9 -0.8 -13.7
Consolidated Book value at 31 Dec 2023 622.6 811.7 0.2 4.4 1,438.9
Financial Statements
■ Parent Company
Financial Statements
INVESTMENTS 2022
Boards proposal for Interest in
distribution of profits Interest in Group Receivables from associated Other shares
EUR million companies Group companies companies and holdings Total
Signatures of the Board
Acquisition cost at 1 Jan 1,362.7 687.4 0.2 5.2 2,055.6
Auditor’s Report
Increases 0.1 198.7 198.8
Information for investors Decreases 1
-10.0 -10.0
Acquisition cost at 31 Dec 1,352.8 886.2 0.2 5.2 2,244.4

Accumulated impairment losses at 1 Jan -730.2 -0.8 -731.0


Accumulated impairment losses at 31 Dec -730.2 -0.8 -731.0
Book value at 31 Dec 2022 622.6 886.2 0.2 4.4 1,513.4

1
In 2022, decreases in interests in Group companies include capital refunds of EUR 10.0 million.

SANOMA ANNUAL REPORT 2023 ∙ 242


11. Receivables 12. Shareholders' equity
LONG-TERM RECEIVABLES

EUR million 2023 2022 EUR million 2023 2022


OUR BUSINESSES Accrued income 1 1.8 2.4 Restricted equity
IN BRIEF Share capital at 1 Jan 71.3 71.3
SHORT-TERM RECEIVABLES Share capital at 31 Dec 71.3 71.3
SUSTAINABILITY
EUR million 2023 2022
GOVERNANCE
Trade receivables 2.0 1.2 Restricted equity 31 Dec 71.3 71.3
FINANCIALS Loan receivables 39.1 34.3
Accrued income 1 30.7 89.5 Unrestricted equity
Report of the
Board of Directors Total 71.9 125.1 Treasury shares at 1 Jan -5.2 -7.5
Shares delivered 1.1 2.3
Consolidated
Financial Statements Receivables from Group companies Treasury shares at 31 Dec -4.1 -5.2

■ Parent Company Trade receivables 1.9 1.2


Financial Statements Loan receivables 39.1 34.3 Fund for invested unrestricted equity at 1 Jan 209.8 209.8

Boards proposal for Accrued income 22.9 82.8 Fund for invested unrestricted equity at 31 Dec 209.8 209.8
distribution of profits
Total 63.9 118.3
Signatures of the Board Retained earnings at 1 Jan 460.8 424.9
1
Most significant items under accrued items are the Group contributions and interest income accruals. Dividends paid -60.4 -88.1
Auditor’s Report
Share based payments 2.2 1.6
Information for investors
Shares delivered -0.7 -0.6
Retained earnings at 31 Dec 401.9 337.8

Result for the year 0.9 123.0


Unrestricted equity 31 Dec 608.5 665.4

Total 679.7 736.7

Further information on share capital is presented in Note 5.4 to the Financial Statements.

SANOMA ANNUAL REPORT 2023 ∙ 243


15. Current liabilities
DISTRIBUTABLE EARNINGS

EUR million 2023 2022 EUR million 2023 2022

Treasury shares -4.1 -5.2 Debentures 199.9

OUR BUSINESSES Fund for invested unrestricted equity 209.8 209.8 Loans from financial institutions 100.8 25.0
IN BRIEF Retained earnings 401.9 337.8 Commercial papers 69.7
Result for the year 0.9 123.0 Trade payables 1.8 7.2
SUSTAINABILITY
Total 608.5 665.4 Accrued expenses 1
20.2 10.3
GOVERNANCE Advances received 0.3 0.0

FINANCIALS Other liabilities 161.8 222.7


13. Appropriations Total 484.8 334.9
Report of the
Board of Directors
EUR million 2023 2022 Liabilities to Group companies
Consolidated
Group contributions 9.8 48.6 Trade payables 0.4 0.6
Financial Statements
Cumulative depreciation differences -0.3 -0.5 Accrued expenses 0.0
■ Parent Company
Financial Statements Total 9.5 48.1 Other liabilities 2
161.4 222.5
Total 161.8 223.1
Boards proposal for
distribution of profits 1
Most significant items under accrued items are related to expense accruals and accrued personnel
Signatures of the Board 14. Non-current liabilities expenses. In 2023, accrued expenses include EUR 9.5 million accrued interest on hybrid bond.
2
Other liabilities to the Group companies include balances in IHC account.
Auditor’s Report
EUR million 2023 2022
Information for investors
Debentures 150.0 199.7
Loans from financial institutions 250.0 400.0
Accrued expenses -0.3 -0.5
Total 399.7 599.2

SANOMA ANNUAL REPORT 2023 ∙ 244


16. Contingent liabilities

EUR million 2023 2022

Contingencies for own commitments


OUR BUSINESSES Other contingent liability for own commitments 15.0 15.0
IN BRIEF Total 15.0 15.0

SUSTAINABILITY
Contingencies incurred on behalf of Group companies
GOVERNANCE
Guarantees 118.4 151.5
FINANCIALS Total 118.4 151.5

Report of the
Board of Directors Other liabilities 1 54.6 64.0
Consolidated Total 54.6 64.0
Financial Statements
■ Parent Company
Total 188.0 230.5
Financial Statements
Boards proposal for
1
Other liabilities include commitments of contracts. In 2022, a new significant contract was signed with
an external operator.
distribution of profits
Signatures of the Board
Auditor’s Report
NOMINAL VALUES OF DERIVATIVES
Information for investors
EUR million 2023 2022

Currency derivatives
Forward exchange contracts, external 9.7 15.0
Forward exchange contracts, internal 0.0 0.0
Total 9.8 15.1

FAIR VALUES OF DERIVATIVES

EUR million 2023 2022

Currency derivatives
Forward exchange contracts, external 0.0 -0.1

SANOMA ANNUAL REPORT 2023 ∙ 245


Board’s proposal for
OUR BUSINESSES
IN BRIEF
distribution of profits
SUSTAINABILITY
The retained earnings of the parent company Sanoma Corporation according to the
GOVERNANCE balance sheet as at 31 December 2023 were EUR 398,712,668.43 of which the profit for
FINANCIALS the financial year 2023 was EUR 864,830.61. Including the fund for invested unrestricted
equity of EUR 209,767,212.33 the distributable funds amounted to EUR 608,479,880.76 at 31
Report of the December 2023.
Board of Directors
Consolidated The Board of Directors will propose to the Annual General Meeting that
Financial Statements
Parent Company ■ a dividend of EUR 0.37 per share shall be paid EUR 60,409,018.66 *
Financial Statements ■ shareholders’ equity shall be set at EUR 548,070,862.10
■ Boards proposal for
distribution of profits
No essential changes have taken place in the financial status of the Company after the
Signatures of the Board
financial year. The Company’s liquidity is good and according to the Board of Directors the
Auditor’s Report proposed dividend will not compromise the Company’s liquidity.
Information for investors
*
The dividend will be paid in three instalments. The first instalment of EUR 0.13 per share shall be
paid to a shareholder who is registered in the shareholder register of the Company maintained by
Euroclear Finland Ltd on the dividend record date 19 April 2024. The payment date proposed by the
Board of Directors for this instalment is 26 April 2024.

The second instalment of EUR 0.13 per share shall be paid in September 2024. The second instalment
shall be paid to a shareholder who is registered in the shareholder register of the Company
maintained by Euroclear Finland Ltd on the dividend record date, which, together with the dividend
payment date, shall be decided by the Board of Directors in its meeting scheduled for 12 September
2024.

The third instalment of EUR 0.11 per share shall be paid in November 2024. The third instalment shall
be paid to a shareholder who is registered in the shareholder register of the Company maintained by
Euroclear Finland Ltd on the dividend record date, which, together with the dividend payment date,
shall be decided by the Board of Directors in its meeting scheduled for 30 October 2024.

SANOMA ANNUAL REPORT 2023 ∙ 246


Signatures to the Financial Statements
OUR BUSINESSES
IN BRIEF
and the Report of the Board of Directors
SUSTAINABILITY
Helsinki, 6 February 2024
GOVERNANCE

FINANCIALS

Report of the Pekka Ala-Pietilä Nils Ittonen Julian Drinkall


Board of Directors
Chair Vice Chair
Consolidated
Financial Statements
Parent Company Rolf Grisebach Anna Herlin Mika Ihamuotila
Financial Statements
Boards proposal for
distribution of profits
Denise Koopmans Sebastian Langenskiöld Eugenie van Wiechen
■ Signatures of the Board
Auditor’s Report
Information for investors Rob Kolkman
President and CEO

Auditor's note
A report on the audit performed has been issued today.
Helsinki, 1 March 2024

PricewaterhouseCoopers Oy
Authorised Public Accountants

Samuli Perälä
APA

SANOMA ANNUAL REPORT 2023 ∙ 247


Auditor’s Report (Translation of the Finnish Original)

OUR BUSINESSES To the Annual General Meeting of Sanoma Corporation We believe that the audit evidence we have obtained is sufficient and appropriate to provide
IN BRIEF a basis for our opinion.

SUSTAINABILITY Report on the Audit of the Financial Statements


Independence
GOVERNANCE Opinion We are independent of the parent company and of the group companies in accordance with
FINANCIALS In our opinion the ethical requirements that are applicable in Finland and are relevant to our audit, and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
Report of the ■ the consolidated financial statements give a true and fair view of the group’s financial
Board of Directors position and financial performance and cash flows in accordance with IFRS Accounting To the best of our knowledge and belief, the non-audit services that we have provided to the
Consolidated Standards as adopted by the EU. parent company and to the group companies are in accordance with the applicable law
Financial Statements ■ the financial statements give a true and fair view of the parent company’s financial and regulations in Finland and we have not provided non-audit services that are prohibited
Parent Company performance and financial position in accordance with the laws and regulations under Article 5(1) of Regulation (EU) No 537/2014. The non-audit services that we have
Financial Statements
governing the preparation of the financial statements in Finland and comply with provided are disclosed in note 2.5 to the consolidated financial statements.
Boards proposal for statutory requirements.
distribution of profits
Signatures of the Board
Our opinion is consistent with the additional report to the Audit Committee. Our Audit Approach
■ Auditor’s Report
Information for investors What we have audited Materiality Overview
We have audited the financial statements of Sanoma Corporation (business identity code ■ We have applied an overall group materiality of
1524361-1) for the year ended 31 December 2023. The financial statements comprise: 9,300,000 euros.
■ The group audit scope encompassed the most
■ the consolidated balance sheet, consolidated income statement, statement of
significant group companies and covers the vast
comprehensive income, changes in consolidated equity, consolidated cash flow Audit Scope
majority of group’s revenues, assets and liabilities.
statement and notes to the consolidated financial statements which include material ■ Valuation of goodwill and other intangible assets
accounting policy information and other explanatory information identified in business combinations
■ the parent company balance sheet, parent company income statement, parent company ■ Valuation of prepublication rights included in intangible
cash flow statement and notes to the parent company financial statements. Key Audit assets
Matters
■ Revenue recognition
Basis for Opinion ■ Valuation of interests in group companies and
We conducted our audit in accordance with good auditing practice in Finland. Our receivables from group companies in the Parent
responsibilities under good auditing practice are further described in the Auditor’s Company’s financial statements
Responsibilities for the Audit of the Financial Statements section of our report.

SANOMA ANNUAL REPORT 2023 ∙ 248


As part of designing our audit, we determined materiality and assessed the risks of material Key Audit Matters
misstatement in the financial statements. In particular, we considered where management Key audit matters are those matters that, in our professional judgment, were of most
made subjective judgements; for example, in respect of significant accounting estimates significance in our audit of the financial statements of the current period. These matters
that involved making assumptions and considering future events that are inherently were addressed in the context of our audit of the financial statements as a whole, and in
OUR BUSINESSES uncertain. forming our opinion thereon, and we do not provide a separate opinion on these matters.
IN BRIEF
Materiality As in all of our audits, we also addressed the risk of management override of internal
SUSTAINABILITY
The scope of our audit was influenced by our application of materiality. An audit is designed controls, including among other matters consideration of whether there was evidence of
GOVERNANCE to obtain reasonable assurance whether the financial statements are free from material bias that represented a risk of material misstatement due to fraud.
FINANCIALS misstatement. Misstatements may arise due to fraud or error. They are considered material
if individually or in aggregate, they could reasonably be expected to influence the economic Key audit matter in the audit of the group How our audit addressed the key audit matter
Report of the decisions of users taken on the basis of the financial statements. Valuation of goodwill and other intangible
Board of Directors assets identified in business combinations

Consolidated Refer to Accounting policies for consolidated Our audit procedures included, for example, the
Based on our professional judgement, we determined certain quantitative thresholds for financial statements and Note 3.2. following:
Financial Statements As of December 2023, Goodwill amounted to • We obtained an understanding of the
materiality, including the overall group materiality for the consolidated financial statements
EUR 812 million. Other intangible assets and methodology used in the goodwill impairment
Parent Company as set out in the table below. These, together with qualitative considerations, helped us to immaterial rights amounted to EUR 537 million testing
Financial Statements including other intangible assets identified in
determine the scope of our audit and the nature, timing and extent of our audit procedures • We tested the mathematical accuracy of the
business combinations. calculations
Boards proposal for
and to evaluate the effect of misstatements on the financial statements as a whole.
distribution of profits Goodwill is not amortized but tested at least once • We assessed the reasonableness of the
a year for possible impairment. Other intangible estimated future profitability levels and their
Signatures of the Board assets are amortized using the straight-line consistency with the approved budgets and
Overall group materiality 9,300,000 euros forecasts
method over their useful lives. For the purpose of
■ Auditor’s Report How we determined it We used a combination of net sales and result before taxes impairment testing, goodwill has been allocated • We tested the reasonableness of the discount
as benchmarks to determine overall group materiality. to two cash flow generating units (CGU): rates, the long-term growth rates, and other
Information for investors • Sanoma Learning, goodwill of EUR 701 million assumptions by e.g., comparing the inputs to
Rationale for the materiality We determined that net sales and result before taxes as observable market data
• Sanoma Media Finland, goodwill of EUR 112
benchmark applied a combination provide a suitable representation of the
million. • We tested management’s sensitivity
volume of Sanoma’s operations and profitability.
analysis to ascertain the extent of change in
The goodwill impairment testing is carried out key assumptions that either individually or
by determining the present value of future cash collectively could result in an impairment of
flows of the CGUs. This assessment involves goodwill
How we tailored our group audit scope considerable management judgment with respect • We evaluated the management’s estimate of
to assumptions used in the cash flow projections the amortization period used for intangible
At the end of 2023 Sanoma Group includes two reportable segments: Sanoma Learning specifically relating to the long-term growth rate, assets, including those identified in business
profitability level and discount rate. combinations.
and Sanoma Media Finland. Sanoma Learning’s main markets are the Netherlands, Spain,
• We assessed the adequacy of the disclosures.
Poland, Italy, Belgium, and Finland. We have scoped our audit to obtain sufficient audit The valuation of goodwill and other intangible
assets identified in business combinations
coverage of Sanoma Group consolidated financial statements. The group audit scope are considered a key audit matter due to
their financial significance as well as due to
encompassed the most significant group companies and covers the vast majority of group’s the management judgement involved in the
revenues, assets and liabilities. valuation.

SANOMA ANNUAL REPORT 2023 ∙ 249


Key audit matter in the audit of the group How our audit addressed the key audit matter Key audit matter in the audit of the group How our audit addressed the key audit matter

Valuation prepublication rights included in Valuation of interests in group companies


intangible assets and receivables from group companies in the
Parent Company’s financial statements
Refer to Accounting policies for consolidated Our audit procedures included, for example, the
financial statements and Note 3.2. following: Refer to the Parent Company’s accounting Our audit procedures included, for example, the
OUR BUSINESSES As of December 31, 2023, prepublication rights • We obtained an understanding of the policies and Note 10 following:
amount to EUR 138 million. accounting and valuation principles of the The investments in group companies’ shares • We assessed the reasonableness of
IN BRIEF prepublication rights amounts to EUR 623 million. The Parent management assumptions relating to the
The prepublication rights of learning materials • We evaluated the management’s estimate Company’s investments also include EUR 812 estimated future results by e.g., checking their
SUSTAINABILITY and solutions are mostly internally generated of the amortization period used for the million of loan receivables from group companies. consistency with the approved budgets and
intangible assets that are amortized using the prepublication rights forecasts
straight-line method over their useful lives. Interest in group companies is tested for • We assessed the inputs and methodology
GOVERNANCE The group reviews the carrying values of these • We evaluated management’s estimate of the impairment annually using the income approach.
future economic benefits of these assets in determining the discount rates, and in
intangible assets to determine that they do not In applying this approach, the fair value of an evaluating the long-term growth rates by e.g.,
FINANCIALS exceed the estimated future economic benefits. • We tested, on a sample basis, additions to the investment is calculated based on the discounted comparing the inputs to observable market
prepublication rights. cash flow model or the discounted dividend data
Valuation of these intangible assets is considered model.
Report of the a key audit matter due to management • We reviewed the Parent Company’s disclosures
Board of Directors judgement involved in determining the Valuation of interests in group companies and in respect of the impairment testing.
amortization period and in assessing the receivables from group companies is considered
Consolidated recoverability of these assets. a key audit matter in the audit of the Parent
Financial Statements Company due to the significance of these
Revenue recognition investments to the financial statements and
Parent Company Refer to Note 2.2. in the consolidated financial Our audit procedures included, for example, the due to management judgement involved in the
Financial Statements statements following: income approach used to test the valuation of
The group’s net sales from continued operations • We obtained an understanding of the these investments.
Boards proposal for amount to EUR 1 393 million. company’s revenue recognition policies and
distribution of profits compared these to the respective standards on There are no significant risks of material misstatement referred to in Article 10(2c) of Regulation (EU)
Revenue from the Learning segment is primarily revenue recognition No 537/2014 with respect to the consolidated financial statements or the parent company financial
Signatures of the Board generated through sale of educational books and • We tested the internal controls that the statements.
granting access to online learning platforms as company uses to assess the completeness,
■ Auditor’s Report well as physical distribution of learning materials. accuracy and timing of revenue recognized
The Media Finland segment principally generates
Information for investors revenue through magazine and newspaper • We tested revenue contracts and transactions
publishing (circulation sales and advertising on a sample basis
sales), TV and Radio operations, online and • We tested, on a sample basis, revenue related
subscription video on demand services as well balances in the balance sheet, such as
as events. Revenue recognition principles vary provision for returns and advances received.
depending on the nature of the revenue stream.

Revenue recognition is considered a key audit


matter due to the significance of revenue to the
financial statements and due to management
judgement involved in selecting the appropriate
revenue recognition method for the different
revenue streams.

SANOMA ANNUAL REPORT 2023 ∙ 250


■ ●Obtain an understanding of internal control relevant to the audit in order to design
Responsibilities of the Board of Directors and the President and CEO for the
audit procedures that are appropriate in the circumstances, but not for the purpose
Financial Statements
of expressing an opinion on the effectiveness of the parent company’s or the group’s
The Board of Directors and the President and CEO are responsible for the preparation of
internal control.
consolidated financial statements that give a true and fair view in accordance with IFRS
■ ●Evaluate the appropriateness of accounting policies used and the reasonableness of
OUR BUSINESSES Accounting Standards as adopted by the EU, and of financial statements that give a true and
IN BRIEF accounting estimates and related disclosures made by management.
fair view in accordance with the laws and regulations governing the preparation of financial
■ ●Conclude on the appropriateness of the Board of Directors’ and the President and
SUSTAINABILITY statements in Finland and comply with statutory requirements. The Board of Directors and
CEO’s use of the going concern basis of accounting and based on the audit evidence
the President and CEO are also responsible for such internal control as they determine is
GOVERNANCE obtained, whether a material uncertainty exists related to events or conditions that may
necessary to enable the preparation of financial statements that are free from material
cast significant doubt on the parent company’s or the group’s ability to continue as a
FINANCIALS misstatement, whether due to fraud or error.
going concern. If we conclude that a material uncertainty exists, we are required to draw
Report of the attention in our auditor’s report to the related disclosures in the financial statements or, if
In preparing the financial statements, the Board of Directors and the President and CEO
Board of Directors such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
are responsible for assessing the parent company’s and the group’s ability to continue as
Consolidated audit evidence obtained up to the date of our auditor’s report. However, future events or
a going concern, disclosing, as applicable, matters relating to going concern and using the
Financial Statements conditions may cause the parent company or the group to cease to continue as a going
going concern basis of accounting. The financial statements are prepared using the going
Parent Company concern.
concern basis of accounting unless there is an intention to liquidate the parent company or
Financial Statements ■ ●Evaluate the overall presentation, structure and content of the financial statements,
the group or to cease operations, or there is no realistic alternative but to do so.
Boards proposal for including the disclosures, and whether the financial statements represent the underlying
distribution of profits transactions and events so that the financial statements give a true and fair view.
Auditor’s Responsibilities for the Audit of the Financial Statements
Signatures of the Board ■ ●Obtain sufficient appropriate audit evidence regarding the financial information of the
Our objectives are to obtain reasonable assurance about whether the financial statements
■ Auditor’s Report entities or business activities within the group to express an opinion on the consolidated
as a whole are free from material misstatement, whether due to fraud or error, and to
financial statements. We are responsible for the direction, supervision and performance
Information for investors issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
of the group audit. We remain solely responsible for our audit opinion.
assurance, but is not a guarantee that an audit conducted in accordance with good auditing
practice will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they We communicate with those charged with governance regarding, among other matters,
could reasonably be expected to influence the economic decisions of users taken on the the planned scope and timing of the audit and significant audit findings, including any
basis of these financial statements. significant deficiencies in internal control that we identify during our audit.

As part of an audit in accordance with good auditing practice, we exercise professional We also provide those charged with governance with a statement that we have complied
judgment and maintain professional scepticism throughout the audit. We also: with relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to bear on our
■ ●Identify and assess the risks of material misstatement of the financial statements, independence, and where applicable, related safeguards.
whether due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a From the matters communicated with those charged with governance, we determine those
basis for our opinion. The risk of not detecting a material misstatement resulting from matters that were of most significance in the audit of the financial statements of the current
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, period and are therefore the key audit matters. We describe these matters in our auditor’s
intentional omissions, misrepresentations, or the override of internal control. report unless law or regulation precludes public disclosure about the matter or when, in

SANOMA ANNUAL REPORT 2023 ∙ 251


extremely rare circumstances, we determine that a matter should not be communicated in Other statements
our report because the adverse consequences of doing so would reasonably be expected to We support the adoption of the financial statements. The proposal by the Board of Directors
outweigh the public interest benefits of such communication. regarding the treatment of distributable funds is in compliance with the Limited Liability
Companies Act. We support that the Board of Directors of the parent company and the
OUR BUSINESSES Other Reporting Requirements President and CEO be discharged from liability for the financial period audited by us.
IN BRIEF

SUSTAINABILITY Appointment Helsinki 1 March 2024


We were first appointed as auditors by the annual general meeting on 21 March 2017.
GOVERNANCE PricewaterhouseCoopers Oy
FINANCIALS Other Information Authorised Public Accountants
The Board of Directors and the President and CEO are responsible for the other information.
Report of the The other information comprises the report of the Board of Directors and the information
Board of Directors
included in the Annual Report, but does not include the financial statements and our Samuli Perälä
Consolidated auditor’s report thereon. Authorised Public Accountant (KHT)
Financial Statements
Parent Company Our opinion on the financial statements does not cover the other information.
Financial Statements
Boards proposal for
In connection with our audit of the financial statements, our responsibility is to read the
distribution of profits
other information and, in doing so, consider whether the other information is materially
Signatures of the Board
inconsistent with the financial statements or our knowledge obtained in the audit, or
■ Auditor’s Report otherwise appears to be materially misstated. With respect to the report of the Board of
Information for investors Directors, our responsibility also includes considering whether the report of the Board of
Directors has been prepared in accordance with the applicable laws and regulations.

In our opinion

■ ●the information in the report of the Board of Directors is consistent with the information in
the financial statements
■ ●the report of the Board of Directors has been prepared in accordance with the applicable
laws and regulations.

If, based on the work we have performed, we conclude that there is a material misstatement
of the other information, we are required to report that fact. We have nothing to report in
this regard.

SANOMA ANNUAL REPORT 2023 ∙ 252


Information for investors
OUR BUSINESSES
IN BRIEF Annual General Meeting 2024 Financial reporting in 2024 Sanoma’s Investor Relations
SUSTAINABILITY The Annual General Meeting 2024 will be held on Sanoma will publish the following financial reports The main task of Sanoma Investor Relations is to ensure
Wednesday, 17 April 2024 at 14:00 EET. The registration during 2024: that the capital markets have correct and sufficient
GOVERNANCE and advance voting will begin on 14 March 2024 at information in order to determine the value of Sanoma
10:00 EET. ■ Interim Report 1 January–31 March 2024 Wednesday, 8 share. Sanoma has a centralised Investor Relations function
FINANCIALS
May 2024 that serves analysts and investors, and coordinates
Report of the More information can be found at sanoma.com/agm. ■ Half-Year Report 1 January–30 June 2024 Wednesday, investor meetings and activities.
Board of Directors 24 July 2024
Consolidated Dividend ■ Interim Report 1 January–30 September 2024 Thursday, Contact information
Financial Statements
The Board of Directors proposes to the Annual General 31 October 2024 Kaisa Uurasmaa
Parent Company Meeting that a dividend of EUR 0.37 per share shall be paid Head of Investor Relations and Sustainability
Financial Statements
in three instalments. The reports are published in Finnish and English and can be Mobile: +358 40 560 5601
Boards proposal for
downloaded at sanoma.com. [email protected]
distribution of profits
First instalment of EUR 0.13 per share
Signatures of the Board
Changes in contact information Meeting requests and inquiries
Auditor’s Report ■ Record date 19 April 2024 Euroclear Finland Ltd maintains a list of the Company’s [email protected]
■ Information for investors ■ Payment date 26 April 2024 shares and shareholders. Shareholders who wish to change sanoma.com/en/investors
their personal or contact information are kindly asked to
Second instalment of EUR 0.13 per share directly contact their own securities account operator.

■ The record date for the second instalment will be


decided by the Board of Directors in September, and the
payment date will be in September.

Third instalment of EUR 0.11 per share


Sanoma is a sustainable investment
■ The record date for the third instalment will be decided with a positive impact on society.
by the Board of Directors in October, and the payment Learn more about reasons to invest
date will be in November. in Sanoma
LEARN MORE ►

SANOMA ANNUAL REPORT 2023 ∙ 253


Sanoma Corporation
Visiting address:
Töölönlahdenkatu 2
00100 Helsinki
Finland

tel. +358 105 1999


sanoma.com

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