Decisions by Alma Media’s Annual General Meeting and the Board of Directors

Alma Media Corporation                    Stock Exchange Release             22 March 2017 at 4.15 p.m.

DECISIONS BY ALMA MEDIA’S ANNUAL GENERAL MEETING AND THE BOARD OF DIRECTORS

Alma Media Corporation’s Annual General Meeting (AGM) held today, 22 March 2017, confirmed the financial statements for 2016 and released the members of the Board of Directors and the President and CEO from liability. The AGM decided that a dividend of EUR 0.16 per share shall be paid for the financial year 2016.

Niklas Herlin, Matti Korkiatupa, Esa Lager, Petri Niemisvirta, Catharina Stackelberg-Hammarén, Mitti Storckovius and Harri Suutari were elected to the Board of Directors. In its constitutive meeting held after the AGM, the Board of Directors elected Harri Suutari as its Chairman.

The AGM was attended by 116 shareholders representing 77.91% of all shares and votes.

Dividends

In accordance with the proposal of the Board of Directors, the AGM resolved that a dividend of EUR 0.16 per share be paid for the financial year 2016. 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, 24 March 2017. The payment shall be effected on 31 March 2017.

Remuneration of Board members

In accordance with the proposal of the Board of Directors, the AGM decided 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 Annual General Meeting for the term of office ending at the close of the Annual General Meeting 2018: 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 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.

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 2017 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 2017 for a reason such as pending insider transactions, the remuneration shall be paid in cash. Shares acquired in this way may not 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 seven (7) as proposed by the Board of Directors’ Nomination and Compensation Committee.

In accordance with the proposal of the Shareholders’ Nomination Committee, the AGM re-elected the current Board members, Niklas Herlin, Matti Korkiatupa, Esa Lager, Petri Niemisvirta, Catharina Stackelberg-Hammarén, Mitti Storckovius and Harri Suutari for a new term of office, extending until the end of the next AGM.

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 2017. 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 otherwise than in proportion to 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 may 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; however, until no later than 30 June 2018.

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. A maximum of 824,000 shares may be issued on the basis of the authorisation. 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 may 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 2018. This authorisation would override the corresponding share issue authorisation granted at the AGM of 17 March 2016.

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 may 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 may 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 may not, 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 2018. This authorisation would override the corresponding share issue authorisation granted at the AGM of 17 March 2016, but not the share issue authorisation proposed above in section 16.

Constitutive meeting of the Board of Directors

In its constitutive meeting held after the AGM, the Board of Directors elected Harri Suutari as its Chairman and Petri Niemisvirta as its Vice Chairman.

The Board of Directors also appointed the members to its permanent committees. Matti Korkiatupa and Catharina Stackelberg-Hammarén were elected as members of the Audit Committee and Esa Lager as Chairman of the Committee. Niklas Herlin, Harri Suutari and Mitti Storckovius were elected as members of the Nomination and Compensation Committee, and Petri Niemisvirta was elected Chairman of the Committee.

The Board of Directors has assessed that with the exception of Matti Korkiatupa, Esa Lager and Niklas Herlin, the members of the Board are independent of the company and its significant shareholders. The members mentioned above are assessed to be independent of the company but not independent of its significant shareholders. For the past three years, Matti Korkiatupa has been in a service relationship with Ilkka-Yhtymä Oyj as the company's Chief Executive Officer, Esa Lager is a member of the Board of Ilkka-Yhtymä Oyj and Niklas Herlin is the Chairman of the Board of Mariatorp Oy.

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 2,300 professionals (excluding delivery personnel), of whom approximately 30% work outside Finland. Alma Media’s revenue in 2016 was EUR 353.2 million. Alma Media’s share is listed on NASDAQ Helsinki. Read more at www.almamedia.com.

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