Committee of Alma Media’s Shareholders for the composition and remuneration of the Board of Directors of Alma Media Corporation

Alma Media Corporation                   Stock exchange release                28 January 2025 at noon EET

PROPOSAL BY THE NOMINATION COMMITTEE OF ALMA MEDIA’S SHAREHOLDERS FOR THE COMPOSITION AND REMUNERATION OF THE BOARD OF DIRECTORS OF ALMA MEDIA CORPORATION

The General Meeting of Shareholders of Alma Media Corporation, held on 17 March 2015, decided, by proposal of the Board of Directors of Alma Media Corporation, to set up a Nomination Committee composed of Alma Media’s Shareholders. The Nomination Committee’s duties include preparing proposals related to the election and remuneration of the members of the Board of Directors to the Annual General Meeting.
The Nomination Committee for the spring 2025 General Meeting of Shareholders was appointed in October 2024.

Based on the ownership situation on 30 September 2024, the following representatives of the four largest shareholders were appointed as members of the Nomination Committee: Timo Aukia, Chairman of the Board of Directors, Ilkka Group; Heikki Herlin, Chairman of the Board of Directors, Mariatorp; Henrik Ehrnrooth, Chairman of the Board of Directors, Otava; and Rami Vehmas, Senior Portfolio Manager, Ilmarinen Mutual Pension Insurance Company.

In addition, the Chairman of the Board of Directors of Alma Media Corporation, Catharina Stackelberg-Hammarén, has acted as an expert member in the Nomination Committee. The Nomination Committee elected Henrik Ehrnrooth as its Chair, and as Secretary, General Counsel Mikko Korttila.

Proposals by the Nomination Committee
The Nomination Committee has submitted its proposals to Alma Media’s Board of Directors, to be presented to the Annual General Meeting of 2025.

Number of members of the Board of Directors and proposal for the composition of the Board
The Nomination Committee proposes to the Annual General Meeting of Alma Media Corporation, scheduled to be held on 10 April 2025, that the number of the members of the Board be confirmed as seven (7).

Among the current members of the Board, Peter Immonen, Esa Lager, and Kaisa Salakka have announced that they no longer are available to be re-elected as members of the Board. 

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 Annual General Meeting: Eero Broman, Heikki Herlin, Ari Kaperi, Alexander Lindholm, Catharina Stackelberg-Hammarén and that Marika Auramo and Hanna Kivelä will be elected as new members of the Board for the same term of office. The Nomination Committee of the Shareholders further proposes that Catharina Stackelberg-Hammarén serve as the Chair of the Board of Directors and Eero Broman serve as the Vice Chair. 

Marika Auramo (b. 1967, MBA) has been the CEO of Vodafone Business since 2024 and is a member of the Board of Directors of QT Group and Digital Workforce, among others.

Hanna Kivelä (b. 1974, MBA & Master of Science in Technology) has served as the CEO of Fujitsu Finland and Estonia since 2022 and is a member of the Board of Directors and the Vice Chair of Lindström Group and Excellence Finland, among others.

Personal information and positions of trust of current members are presented on the Company’s website https://www.almamedia.fi/en/investors/governance/board-of-directors/.

All persons nominated to be members of the Board of Directors have given their consent to the election.

All the proposed Board members are assessed to be independent of the company. The proposed members of the Board, with the exception of Eero Broman, Heikki Herlin, and Alexander Lindholm, are also assessed to be independent of the company’s significant shareholders.
Shareholders representing more than half of Alma Media’s shares and voting rights have indicated that they support the Shareholders’ Nomination Committee’s proposal.

Proposal for the remuneration of the Board of Directors
The Shareholders’ Nomination Committee proposes that the remuneration of the Board of Directors be increased, and that the following annual remuneration be paid to the members of the Board of Directors to be elected at the Annual General Meeting for the term of office ending at the close of the Annual  General Meeting 2026: to the Chairman of the Board of Directors, EUR 75,700 (earlier EUR 68,800) per year; to the Vice Chairman, EUR 48,400 (earlier EUR 44,000) per year, and to members EUR 39,400 (earlier EUR 35,800) per year.

In addition, the Chair of the Board of Directors and the Chair of the Audit Committee would be paid a fee of EUR 1,500, the Chair of the Nomination and Compensation Committee a fee of EUR 1,000, the Deputy Chairs of the committees 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 the travel expenses of Board members 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 Annual General Meeting, 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 2025 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 2025 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 on the Board has ended. The company is liable to pay any asset transfer taxes that may arise from the acquisition of shares.

For more information, please contact:
Henrik Ehrnrooth, Chair of the Nomination Committee

For interview requests with Henrik Ehrnrooth, please contact Päivi Hautala, Otava, tel. +358 (0) 400 922 479

Alma Media Corporation
Communications
Distribution: NASDAQ Helsinki, main media, www.almamedia.com