Notice to the Ordinary Annual General Meeting of Alma Media

Alma Media Corporation     Stock Exchange Release        14 February 2018, 8.15 a.m. EET 

NOTICE TO THE ORDINARY ANNUAL GENERAL MEETING OF ALMA MEDIA  

Shareholders of Alma Media Corporation are invited to the Annual General Meeting (AGM) to be held in the Pörssisali room of the Pörssitalo building (the Helsinki Stock Exchange), at the address Fabianinkatu 14, Helsinki, Finland, on Wednesday 14 March 2018 at 12:00 noon EET. The reception of registered participants, the distribution of voting slips and the coffee service will commence at 11:00 a.m.  

A. Matters on the agenda at the Annual General Meeting  

The following matters will be considered at the AGM:  

1. 1.         Opening of the meeting  

1. 2.        Calling the meeting to order  

1. 3.         Election of persons to scrutinize the minutes and supervise the counting of votes  

1. 4.        Recording the legality of the meeting  

1. 5.        Recording the attendance at the meeting and adoption of the list of votes  

1. 6.        Presentation of the 2017 Financial Statements, the Report by the Board of Directors and    the Auditors’ Report  

Review by the President and CEO  

1. 7.         Adoption of the Financial Statements  

1. 8.        Resolution on the use of the profit shown on the balance sheet and the payment of dividend  

The Board of Directors proposes 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 Board of Directors proposes that the dividend be paid on 23 March 2018.  

1. 9.        Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability  

1. 10.    Resolution on the remuneration and travel allowances of the members of the Board of Directors  

The Shareholders’ Nomination Committee proposes that the remuneration of the Board of Directors be kept unchanged, and that the following annual remuneration be paid to the members of the Board of Directors to be elected at the AGM for the term of office ending at the close of the AGM 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.  

Additionally, and in accordance with the resolution of the AGM 2016, it is proposed that the Chairmen of the Board and its Committees be paid a fee of EUR 1,000, Vice Chairmen a fee of EUR 700 and members a fee of EUR 500 for those Board and Committee meetings that they attend. It is proposed that Board members’ travel expenses be compensated in accordance with company travel regulations. 

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 AGM, acquire a number of Alma Media Corporation shares corresponding to approximately 40 per cent 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 is not possible to acquire the shares by the end of year 2018 for a reason such as pending insider transactions, the annual remuneration shall be paid in cash. Shares acquired in this way cannot be transferred until the recipient’s membership of the Board has ended. The company is liable to pay any transfer taxes that may arise from the acquisition of shares.  

1. 11.     Resolution on the number of members of the Board of Directors  

The Shareholders’ Nomination Committee proposes that eight (8) members serve on the Board of Directors.  

1. 12.    Election of the members of the Board of Directors  

Of the current Board Members, Harri Suutari and Mitti Storckovius have announced that they are no longer available to serve as members of the Board of Alma Media Corporation.

The Nomination Committee of the Shareholders proposes that the current Board members be re-elected for the new term of office, extending until the end of the next AGM: Esa Lager, Petri Niemisvirta, Matti Korkiatupa and Catharina Stackelberg-Hammarén. The Nomination Committee also proposes that Peter Immonen, Alexander Lindholm, Heike Tyler and Päivi Rekonen be elected as new Board members for the same term of office. The Nomination Committee further proposes that Petri Niemisvirta serve as Chairman of the Board of Directors and Catharina Stackelberg-Hammarén serve as Vice Chairman.

Peter Immonen, born in 1959, M.Sc. (Econ.), has acted as the Chairman of the Board of WIP Asset Management Oy since 2005. Immonen is a Member of the Board of Mariatorp Oy, Wipunen varainhallinta Oy, Dasos Capital Oy and Finsilva Oyj.

Alexander Lindholm, born in 1969 (BBA), has acted as the CEO of Otava Group since 2010. Lindholm is a Member of the Board of Otava Oy as well as Chairman of the Board of Yhtyneet Kuvalehdet Oy/Otavamedia Oy, Kustannusosakeyhtiö Otava, Suomalainen Kirjakauppa Oy, NettiX Oy and Kirjavälitys Oy. He is also chairman of the Executive Management Group of Mediapooli.

Heike Tyler, born in 1969, Master’s degree in German and Slavonic literature, MBA (HBS/ IMD), has been an entrepreneur, advisor and investor in startups and accelerating growth businesses in the digital industry since 2016. Tyler has been the CEO of Sanoma Media Russia & CEE and member of the Executive Management Group of Sanoma Corporation.

Päivi Rekonen, born in 1969, M. Sc. (Economics), M.Sc. (Social Sciences), has acted as an independent strategy advisor since 2018. Rekonen has previously served as Managing Director in Group Technology at UBS. Rekonen is a Member of the Board of F-Secure Corporation.

The personal details of the current members of the Board and information on their positions of trust can be found on the company website at https://www.almamedia.fi/en/investors/governance/board-of-directors. 

All proposed members of the Board of Directors have given their permission for their election.

Shareholders representing more than half of the company’s shares and voting rights have indicated that they support the Shareholders’ Nomination Committee's proposal. 

1. 13.     Resolution on the auditor’s pay  

In accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the auditor’s fees be paid according to invoice approved by the company. 

1. 14.    Resolution on the number of auditors 

In accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the AGM elect one auditor for the 2018 financial year.

1. 15.    Election of the auditor 

In accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the auditing firm PricewaterhouseCoopers Oy be elected as the company’s auditor for the 2018 financial year.  
 

1. 16.    Authorisation to the Board of Directors to repurchase own shares  

The Board of Directors proposes that the AGM authorise 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 on 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 otherwise than in proportion to shareholders’ current holdings. The price paid for the shares shall be based on the price of the company share on the regulated market, so that the minimum price of purchased shares is the lowest market price of the share quoted on the regulated market during the term of validity of the authorisation and the maximum price, correspondingly, the highest market price quoted on 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 programmes 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; however, until no later than 30 June 2019.   

1. 17.     Authorisation to the Board of Directors to decide on the transfer of own shares  

The Board of Directors proposes that the AGM authorise the Board of Directors to decide on a share issue by transferring treasury shares. 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 lots. The Board 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; however, until no later than 30 June 2019. This authorisation shall override the corresponding share issue authorisation granted at the AGM of 22 March 2017.  

1. 18.    Authorisation to the Board of Directors to decide on a share issue  

The Board of Directors proposes that the AGM authorise 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 issuable under the authorisation corresponds to approximately 20 per cent of the company’s entire share capital. The share issue can be implemented by issuing new shares or by transferring treasury shares. 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 lots.  

The Board can use the authorisation for developing the capital structure of the company, widening the ownership base, financing or executing 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.  

It is proposed that the authorisation be valid until the following AGM; however, until no later than 30 June 2019. This authorisation shall override the corresponding share issue authorisation granted at the AGM of 22 March 2017, but not the share issue authorisation proposed above in Section 17. 
 

1. 19.     Charitable donations  

The Board of Directors proposes that the AGM authorise 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.

1. 20.   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,3 February 2005, referred to in Chapter 3 a, Section 2 of the previous Finnish Limited Liability Companies Act (734/1978). In accordance with Chapter 3 a, Section 3 of the previous Finnish 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 date of registration at the latest.

Pursuant to Section 8, Subsection 2 of the Act on the implementation of the current Finnish Limited Liability Companies Act (625/2006), the AGM may, in accordance with Chapter 3, Section 14 a, Subsection 3 of the current Finnish 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 have elapsed since the registration date and the entry into force of the current Finnish Limited Liability Companies Act. The current Finnish Limited Liability Companies Act entered into force on 1 September 2006.

The Board of Directors proposes that the AGM resolve that the rights to the shares entered in the joint book-entry account and the rights attached to such shares be forfeited. The forfeiture of shareholder rights would concern shares that are recorded in the joint book-entry account, and 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 maximum 198,658 Alma Media Corporation shares which are recorded in the joint book-entry account on the date of this Notice to the AGM and which are held in paper form 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 subsequent request for conversion is finalised by 30 September 2018, shall be deducted from the aforementioned number of shares. Should the AGM decide on the forfeiture of such shares and the rights attached to them, the provisions on treasury shares shall apply to the forfeited shares in accordance with Chapter 3, Section 14 a, Subsection 3 of the Finnish Limited Liability Companies Act. The Board of Directors thus proposes that the forfeited shares may be used to implement incentive programmes for the management or key employees, in the manner specified in Section 17 above, or the shares may be cancelled. The Board of Directors further proposes that the AGM authorise the Board of Directors to take any and all measures required by this resolution.

1. 21.    Amendment of the Articles of Association

The Board of Directors proposes that the AGM resolve that the Articles of Association of the company shall be amended in Section 7 to reflect the entering into force of the new Finnish Auditing Act (1141/2015), and that Section 8 shall be amended to correspond to market practice.

Under the new Finnish Auditing Act, the supervision of auditors is vested with the Auditor Oversight of the Finnish Patent and Registration Office as of 1 January 2016. Section 7, Subsection 1 of the Articles of Association is therefore proposed to be amended to read as follows:

“For the purpose of audit of the company’s accounts and administration, the company shall have at least one (1) auditor, who shall have (1) deputy. An auditing firm can also be appointed as auditor. If an auditing firm registered with the Auditor Register maintained by the Finnish Patent and Registration Office, the responsible auditor of which is an Authorized Public Accountant, is appointed as auditor, no deputy is required.”

Section 8 of the Articles of Association is proposed to be amended so that the company may, in accordance with market practice, announce the notice to General Meeting, in addition to the means permitted by the current Articles of Association, on the company website. Section 8, Subsection 1 is proposed to be amended to read 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 not earlier than three (3) months and not later than three (3) weeks prior to the meeting date. The invitation to a General Meeting shall, however, be delivered no later than nine (9) days before the record date for the meeting.”

1. 22.    Closing of the meeting  

B. Documents of the AGM  

The above proposals on the company's agenda and this notice to the AGM are available on the Alma Media Corporation website at www.almamedia.com/investors/corporate-governance/general-meeting/2018. The Financial Statements, the Report by the Board of Directors and the Auditor’s Report will be available on the company website no later than 21 February 2018. The proposals and other aforementioned documents will also be available at the AGM, and copies of the documents and this notice will be sent to shareholders on request. The minutes of the AGM will be available on the above website no later than 28 March 2018.  

C. Instructions to the participants of the AGM  

1. Shareholders registered on the shareholder register  

Shareholders who are registered on 2 March 2018 on the shareholder register of the company, maintained by Euroclear Finland Ltd, have the right to attend the AGM. Shareholders whose shares are registered on their personal Finnish book-entry accounts, are registered on the company’s shareholder register.  

Registered shareholders wishing to attend the AGM must register no later than 4:00 p.m. EET on 9 March 2018, by which deadline the registrations are required to have reached the company. Participants may register for the AGM from 9:00 a.m. EET on 16 February 2018: 

a.        through the company website at http://www.almamedia.fi/en/investors/governance/general-meeting/2018 or by email at yhtiokokous@almamedia.fi  
b.        by telephone at +358 10 665 2220 from Monday to Friday between 9:00 a.m. and 4:00 p.m. EET  

 c.         by letter to Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, 00101 Helsinki, Finland.  

When registering, shareholders shall provide their name, personal identity code, address and telephone number, as well as the name of any assistant or proxy representative and the personal identity code of the proxy representative. Personal information provided by shareholders to Alma Media Corporation will only be used for processing AGM registrations and other related registrations.  

The shareholder or their appointed representative or proxy representative must be able to provide proof of their identification and/or representation rights at the venue of the AGM.  

2. Holders of nominee-registered shares  

Holders of nominee-registered shares are entitled to attend the AGM based on the shares that would entitle them to be entered on the shareholder register, maintained by Euroclear Finland Ltd, on 2 March 2018. In addition, participation in the AGM requires such shareholders, based on these shares, to be temporarily entered on the shareholder register maintained by Euroclear Finland Ltd no later than 9 March 2018 at 10:00 a.m. For nominee-registered shares, this will be considered as a registration to participate in the AGM.  

Holders of nominee-registered shares are advised to consult their asset manager well in advance for instructions on being temporarily entered on the shareholder register, giving proxies and registering for participation in the AGM. The asset manager’s account manager must announce holders of nominee-registered shares who wish to attend the AGM for temporary registration on the company’s shareholder register no later than the aforementioned date and time.  

Further information is available on the Alma Media Corporation website at http://www.almamedia.fi/en/investors/governance/general-meeting/2018.   

3. Proxy representatives and proxy documents  

Shareholders may attend the AGM and exercise their rights at the meeting through proxy representatives. The proxy representative of a shareholder must present a dated proxy document or provide other reliable proof that they are entitled to represent the shareholder. Should a shareholder attend the AGM via more than one proxy representative representing this shareholder's shares stored in different securities accounts, the shares by virtue of which each proxy representative is representing the shareholder must be specified in connection with the registration.  

Any proxy documents should be delivered as originals to the address Alma Media Corporation,   

Sirpa Jyräsalo, P.O. Box 140, 00101 Helsinki, Finland before the expiry of the registration period.  

4. Other instructions/information  

Shareholders present at the AGM have the right, under Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, to request more detailed information on the matters dealt with by the meeting.  

On the date of this notice to the AGM, 14 February 2018, Alma Media Corporation has a total of 82,383,182 shares and votes.  

Helsinki, 14 February 2018  

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 10 665 2201  

Distribution:  

NASDAQ Helsinki Stock Exchange, main media  

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.