Decisions by Alma Media’s Annual General Meeting and the Board of Directors
Alma Media Corporation Stock Exchange Release 14 March 2018 at 4.00 pm (EET)
DECISIONS BY ALMA MEDIA’S ANNUAL GENERAL MEETING AND THE BOARD OF DIRECTORS
Alma Media Corporation’s Annual General Meeting (AGM) held today, 14 March 2018, confirmed the financial statements for 2017 and released the members of the Board of Directors and the President and CEO from liability. The AGM decided that a dividend of EUR 0.24 per share shall be paid for the financial year 2017.
Peter Immonen, Matti Korkiatupa, Esa Lager, Alexander Lindholm, Petri Niemisvirta, Päivi Rekonen, Catharina Stackelberg-Hammarén and Heike Tyler were elected as Board members. In its constitutive meeting after the AGM, the Board of Directors elected Petri Niemisvirta as its Chairman and Catharina Stackelberg-Hammarén as its Vice Chairman.
The AGM was attended by 120 shareholders representing 76.35% of all shares and votes.
In accordance with the proposal of the Board of Directors, the AGM resolved that a dividend of EUR 0.24 per share be paid for the financial year 2017. The dividend will be paid to shareholders who are registered in Alma Media Corporation’s shareholder register maintained by Euroclear Finland Ltd on the record date, 16 March 2018. The payment shall be effected on 23 March 2018.
Remuneration of Board members
In accordance with the proposal of the Shareholders’ Nomination Committee, the AGM decided that the remuneration be kept unchanged, and that the following annual remuneration be paid to the members of the Board of Directors for the term of office ending at the close of the Annual General Meeting 2019: to the Chairman of the Board of Directors, EUR 40,000 per year; to the Vice Chairman, EUR 32,000 per year, and to members EUR 27,000 per year.
In addition, and in accordance with the resolution of the 2016 Annual General Meeting, the Chairmen of the Board and its Committees will be paid a fee of EUR 1,000, Vice Chairmen a fee of EUR 700 and members a fee of EUR 500 for each Board and Committee meeting that they attend. The Board members’ travel expenses will be compensated in accordance with the company’s travel policy.
It is proposed that the above-mentioned attendance fee for each meeting be
- doubled for (i) members living outside Finland in Europe or (ii) meetings held outside Finland in Europe; and
- tripled for (i) members resident outside Europe or (ii) meetings held outside Europe.
The members of the Board shall, as decided by the Annual General Meeting, acquire a number of Alma Media Corporation shares corresponding to approximately 40% of the full amount of the annual remuneration for Board members, taking into account tax deduction at source, at the trading price on the regulated market arranged by the Helsinki Stock Exchange. Members of the Board are required to arrange the acquisition of the shares within two weeks of the release of the first quarter 2018 interim report or, if this is not possible due to insider trading regulations, as soon as possible thereafter. If it was not possible to acquire the shares by the end of 2018 for a reason such as pending insider transactions, the remuneration shall be paid in cash. Shares acquired in this way cannot be transferred until the recipient’s membership of the Board has expired. The company is liable to pay any asset transfer taxes which may arise from the acquisition of shares.
Composition of the Board of Directors
The AGM confirmed the number of Board members as eight (8) as proposed by the Board of Directors’ Shareholders’ Nomination Committee.
The current Board members were re-elected for the new term of office, extending until the end of the subsequent Annual General Meeting: Esa Lager, Petri Niemisvirta, Matti Korkiatupa and Catharina Stackelberg-Hammarén. Peter Immonen, Alexander Lindholm, Heike Tyler and Päivi Rekonen were elected as new Board members.
Fee and election of auditor
In accordance with the recommendation of the Board of Directors’ Audit Committee, it was decided that the auditor’s fees be paid according to the invoice approved by the company. Authorised Public Accountants PricewaterhouseCoopers Oy were elected as Alma Media Corporation’s auditor for the financial year 2018. PricewaterhouseCoopers Oy has declared that Markku Launis, APA, will serve as the principal auditor.
Authorisation to the Board of Directors to repurchase own shares
The AGM authorised the Board of Directors to decide on the repurchase of a maximum of 824,000 shares in one or more lots. The proposed maximum authorised quantity represents approximately one (1) per cent of the company’s entire share capital. The shares shall be acquired using the company’s non-restricted shareholders’ equity through trading in a regulated market arranged by Nasdaq Helsinki Ltd and in accordance with its rules and instructions, for which reason the acquisition is directed, in other words, the shares will be purchased other than in proportion to the shareholders’ current holdings. The price paid for the shares shall be based on the price of the company share in the regulated market, so that the minimum price of purchased shares is the lowest market price of the share quoted in the regulated market during the term of validity of the authorisation and the maximum price, correspondingly the highest market price quoted in the regulated market during the term of validity of the authorisation.
Shares can be purchased for the purpose of improving the company’s capital structure, financing or carrying out corporate acquisitions or other arrangements, implementing incentive schemes for the management or key employees or to be otherwise transferred or cancelled. It is proposed that the authorisation be valid until the following AGM, but not later than 30 June 2019.
Authorisation to the Board of Directors to decide on the transfer of own shares
The AGM authorised the Board of Directors to decide on a share issue by transferring shares in possession of the company. Based on the authorisation, a maximum of 824,000 shares can be issued. The proposed maximum authorised quantity represents approximately one (1) per cent of the company's entire share capital. The authorisation entitles the Board to decide on a directed share issue, which entails deviating from the pre-emption rights of shareholders. The Board can use the authorisation in one or more parts. The Board of Directors can use the authorisation to implement incentive programmes for the management or key employees of the company.
It is proposed that the authorisation be valid until the following AGM, but not later than 30 June 2019. This authorisation would override the corresponding share issue authorisation granted at the AGM on 22 March 2017.
Authorisation to the Board of Directors to decide on a share issue
The AGM authorised the Board of Directors to decide on a share issue. The authorisation would entitle the Board to issue a maximum of 16,500,000 shares. The proposed maximum number of shares corresponds to approximately 20 per cent of the total number of shares in the company. The share issue can be implemented by issuing new shares or transferring shares now in possession of the company. The authorisation entitles the Board to decide on a directed share issue, which entails deviating from the pre-emption rights of shareholders. The Board can use the authorisation in one or more parts.
The Board can use the authorisation for developing the capital structure of the company, widening the ownership base, financing or realising acquisitions or other arrangements, or for other purposes decided on by the Board. The authorisation cannot, however, be used to implement incentive programmes for the management or key employees of the company.
The authorisation is valid until the following ordinary Annual General Meeting, but not later than 30 June 2019. This authorisation would override the corresponding share issue authorisation granted at the AGM on 22 March 2017.
The AGM authorised the Board to decide on donations amounting to no more than a total of EUR 50,000 to universities in 2018–2019, with the more detailed conditions of the donations to be decided by the Board of Directors.
Resolution on forfeiture
When Alma Media Corporation’s shares were incorporated into the book-entry system on 3 February 2005, the shareholders were to request that their shares be registered in their book-entry accounts no later than on the registration date referred to in Chapter 3 a, Section 2 of the previous Finnish Limited Liability Companies Act (734/1978), i.e. 3 February 2005. In accordance with Chapter 3 a, Section 3 of the previous Limited Liability Companies Act (734/1978), the Central Securities Depository opened a joint book-entry account in the name of the company for any shareholders who failed to request that their shares be registered by the aforementioned last date of registration at the latest.
Pursuant to Section 8, Subsection 2 of the Act on the implementation of the current Limited Liability Companies Act (625/2006), the AGM may, in accordance with Chapter 3, Section 14 a, Subsection 3 of the current Limited Liability Companies Act (624/2006), decide that, with regard to shares entered in the joint book-entry account, the right to shares incorporated in the book-entry system and the rights attached to such shares are forfeited after ten years has elapsed since the expiry of the registration period and the entry into force of the current Limited Liability Companies Act. The current Limited Liability Companies Act entered into force on 1 September 2006.
The AGM resolved that the rights to the shares entered in the joint book-entry and the rights attached to such shares be forfeited. Under Chapter 3, Section 14 a, Subsection 3 of the Limited Liability Companies Act, the forfeiture of shareholder rights would concern shares that are in the joint book-entry account, with regard to which the registration of shareholder rights to the book-entry account designated by the shareholder has not been validly requested prior to the relevant resolution of the AGM by 12:00 noon EET on 14 March 2018. The proposal thus concerns no more than the 198,658 shares of Alma Media Corporation which are entered on the joint account on the date of the Notice to the Annual General Meeting and which are held as paper certificates by the shareholder. The shares which the shareholder has validly requested to be registered to the book-entry account designated by the shareholder no later than at 12:00 noon EET on 14 March 2018 and regarding which the request for conversion after the conversion period was finalised by 30 September 2018 shall be deducted from the aforementioned number of shares. The provisions on treasury shares shall apply to the forfeited shares in accordance with Chapter 3, Section 14 a, Subsection 3 of the Limited Liability Companies Act. The forfeited shares may be used to implement incentive programmes for the management or key employees, or the shares may be annulled. The AGM authorised the Board to take any and all measures required by such resolution.
Amendment to the Articles of Association
The AGM resolved to amend the Articles of Association so that Article 7 of the Articles of Association would take into account the changes resulting from the entry into force of the new Auditing Act (1141/2015) and that Article 8 would be amended to correspond to market practice.
Under the new Auditing Act, the Auditor Oversight Unit of the Finnish Patent and Registration Office (PRH) has been responsible for the oversight of auditors as of 1 January 2016. The first paragraph of Article 7 of the Articles of Association was amended as follows:
“The company shall have at least one (1) auditor, who shall have one (1) deputy, for the purpose of auditing the company’s accounts and administration. An auditing firm can also be appointed as the auditor. If an auditing firm that is entered in the register of auditors of the Finnish Patent and Registration Office (PRH) and whose key audit partner is an Authorised Public Accountant is appointed the auditor, no deputy is required.”
It was resolved that Article 8 of the Articles of Association be amended so that, in accordance with market practice, the company may announce the Annual General Meeting only on its website in addition to the methods allowed by the valid Articles of Association. The first paragraph of Article 8 of the Articles of Association will be amended as follows:
“General meetings shall be announced in at least three newspapers published by the company or its subsidiary, or on the company website, or else in writing to shareholders by registered letter no earlier than three (3) months and no later than three (3) weeks prior to the meeting date. The invitation to the General Meeting shall, however, be delivered no later than nine (9) days before the record date for the meeting.”
Constitutive meeting of the Board of Directors
In its constitutive meeting held after the AGM, the Board of Directors elected Petri Niemisvirta as its Chairman and Catharina Stackelberg-Hammarén as its Vice Chairman.
The Board of Directors also appointed the members to its permanent committees. Alexander Lindholm, Heike Tyler, Päivi Rekonen were elected as members of the Audit Committee and Esa Lager was elected as its Chairman. Petri Niemisvirta, Matti Korkiatupa, Catharina Stackelberg-Hammarén were elected as members of the Nomination and Compensation Committee and Peter Immonen was elected as its Chairman.
The Board of Directors has assessed that, with the exception of Peter Immonen, Matti Korkiatupa, Esa Lager and Alexander Lindholm, the members of the Board are independent of the company and its significant shareholders. The members mentioned hereinabove are assessed to be independent of the company, but they are not independent of its significant shareholders. Peter Immonen as a member of the Board of Mariatorp Oy, Matti Korkiatupa has been in an employment relationship with Ilkka-Yhtymä Oyj during the past three years as the company’s Managing Director, Esa Lager as a member of the Board of Ilkka-Yhtymä Oyj and Alexander Lindholm as CEO of Otava Group.
ALMA MEDIA CORPORATION
Board of Directors
For more information, please contact:
Mikko Korttila, General Counsel of Alma Media Corporation, secretary to the Board of Directors, tel. +358 50 593 4589
Distribution: NASDAQ Helsinki, main media, www.almamedia.fi
Alma Media in brief
Alma Media is a media company focusing on the service business and journalistic content. The company’s best-known brands are Kauppalehti, Talouselämä, Affärsvärlden, Iltalehti, Aamulehti, Etuovi.com and Monster. Alma Media builds sustainable growth for its customers by utilising the opportunities of digitality, including information services, system and expert services and advertising solutions. Alma Media’s operations have expanded from Finland to the Nordic countries, the Baltics and Central Europe. Alma Media employs approximately 2,250 professionals (excluding delivery personnel), of whom approximately 30% work outside Finland. Alma Media’s revenue in 2017 was EUR 367.3 million. Alma Media’s share is listed on NASDAQ Helsinki. Read more at www.almamedia.com.