Sanoma issues a EUR 150 million social bond

Sanoma Corporation, Stock Exchange Release, 5 September 2024 at 17:55 EET

Sanoma issues a EUR 150 million social bond

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE OFFERING OF THE NOTES OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Sanoma Corporation ("Sanoma”) issues senior unsecured social notes of EUR 150 million (the "Notes”). The maturity of the Notes is three years and they mature on 13 September 2027. The Notes carry fixed annual interest of 4.000 percent. The issue price of the notes is 99.872 percent. The offering was allocated to over 40 investors.

"Sanoma Learning’s products and services enable and support teachers and schools to develop the talents of about 25 million students to reach their potential. With the issuance of our first social bond, we are offering investors the opportunity to support equal access to education and to contribute to the UN SDGs, especially Goal 4 Quality Education. We are very pleased with the demand for the Notes. The issuance extends the average maturity of our loan portfolio and diversifies our funding sources”, says Alex Green, CFO of Sanoma.

Sanoma will submit an application to have the Notes listed on the list of sustainable bonds of Nasdaq Helsinki Ltd. Sanoma will use the net proceeds from the issue of the Notes in accordance with the Social Bond Framework (the "Framework”) published by Sanoma on 2 September 2024.

Nordea Bank Abp and Swedbank AB (publ) ("Swedbank”) acted as joint lead managers in the issue of the Notes. Swedbank acted as the advisor in connection with establishing the Framework.

Additional information

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

Sanoma

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

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

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

Today, we operate in twelve European countries and employ more than 5,000 professionals. In 2023, our net sales amounted to approx. 1.4bn€ and our operational EBIT margin excl. PPA was 12.6%. Sanoma shares are listed on Nasdaq Helsinki. More information is available at sanoma.com.

Important Information

The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, Singapore or such other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This communication does not constitute an offer of securities for sale in the United States. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act”) or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This communication does not constitute an offer of Notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Notes. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order”), (iii) high net worth entities falling within article 49(2)(a) to (d) of the Order, or (iv) other persons to whom it may be lawfully communicated, falling within article 49(1) of the Order (all such persons together being referred to as "relevant persons”). Any person who is not a relevant person should not act or rely on this document or any of its contents.