Decisions by Alma Media’s Annual General Meeting and the Board of Directors
Alma Media Corporation Stock Exchange Release 4 April 2023 at 3.30 p.m. (EEST)
DECISIONS BY ALMA MEDIA’S ANNUAL GENERAL MEETING AND THE BOARD OF DIRECTORS
Alma Media Corporation’s Annual General Meeting (AGM) held today, 4 April 2023 confirmed the financial statements for 2022 and released the members of the Board of Directors and the President and CEO from liability. The AGM decided that a dividend of EUR 0.44 per share shall be paid for the financial year 2022.
Peter Immonen, Esa Lager, Alexander Lindholm, Catharina Stackelberg-Hammarén, Eero Broman, Heikki Herlin and Kaisa Salakka were elected as Board members. In its constitutive meeting after the AGM, the Board of Directors elected Catharina Stackelberg-Hammarén as its Chair and Eero Broman as its Vice Chair.
At the AGM, 112 shareholders were represented, corresponding to 63.841.447 shares and votes (77.49 percent of the total number of shares). The AGM voted in favour of all of the proposals made to the AGM by the Board of Directors and the Shareholders’ Nomination Committee with at least 94.43 per cent of the votes given.
Dividends
In accordance with the proposal of the Board of Directors, the AGM resolved that a dividend of EUR 0.44 per share be paid for the financial year 2022. 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, 6 April 2023. The payment shall be effected on 17 April 2023.
Remuneration Report
The AGM confirmed the Remuneration Report for the Governing Bodies.
Remuneration of Board members
In accordance with the proposal of the Shareholders’ Nomination Committee, the Annual General Meeting decided that the remuneration will be increased, 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 2024: to the Chair of the Board of Directors, EUR 68,800 (earlier EUR 62,500) per year; to the Vice Chair, EUR 44,000 (earlier EUR 40,000) per year, and to members EUR 35,800 (earlier EUR 32,500) per year.
In addition, the Chair of the Board of Directors and the Chair of the Audit Committee will 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. The travel expenses of Board members will be compensated in accordance with the company’s travel policy.
The attendance fees for each meeting are:
– 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 2023 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 2023 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 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 Shareholders’ Nomination Committee.
The current Board members: Peter Immonen, Esa Lager, Alexander Lindholm, Catharina Stackelberg-Hammarén, Eero Broman, Heikki Herlin and Kaisa Salakka were re-elected for the new term of office extending until the end of the subsequent Annual General Meeting.
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 2023. PricewaterhouseCoopers Oy has confirmed that Niina Vilske, APA, will serve as the principal auditor.
Amendment to the Articles of Association
The AGM decided to amend the Articles of Association as follows:
Article 4 Board of Directors
The first sentence of the first paragraph of Article 4 of the Articles of Association will be amended to read as follows:
“The Board of Directors shall see to the administration of the company and the appropriate organisation of its operations.”
Article 5 CEO
The Article 5 is amended as follows:
“The company may have a CEO. The Board of Directors decides on the appointment and dismissal of the CEO.”
Article 9 Venue of the General Meeting
The following sentences are added to Article 9 after the first sentence:
“The Board of Directors may decide that the Annual General Meeting will be held without a meeting venue so that the shareholders will exercise their decision-making power fully and in real time during the meeting by means of a telecommunications connection and a technological device.
The Board of Directors may also decide that a shareholder may participate in the Annual General Meeting in such a way that the shareholders exercise their decision-making power fully during the meeting by means of a telecommunications connection and a technological device.”
Article 12 Obligation to redeem shares
Article 12 is removed altogether.
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 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 the 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 schemes for the management or key employees or to be otherwise transferred or cancelled. The authorisation is valid until the following AGM, but not later than 30 June 2024.
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 this authorisation. The 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 of Directors can use the authorisation to implement incentive programmes for the management or key employees of the company.
The authorisation is valid until the following AGM, but not later than 30 June 2024. This authorisation overrides the share issue authorisation granted at the Annual General Meeting of 29 March 2022.
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. A maximum of 16,500,000 shares may be issued on the basis of this authorisation. The 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 schemes for the management or key employees of the company.
The authorisation is valid until the following AGM, but not later than 30 June 2024. This authorisation overrides the corresponding share issue authorisation granted by the AGM of 29 March 2022, but not the share issue authorisation proposed above.
Charitable donations
The AGM authorised the Board to decide on donations of a total maximum of EUR 100,000 for charitable or corresponding purposes, as well as to decide on the recipients of donations, their intended uses and other terms and conditions of donations.
Constitutive meeting of the Board of Directors
In its constitutive meeting held after the AGM, the Board of Directors elected Catharina Stackelberg-Hammarén as its Chair and Eero Broman as its Vice Chair.
The Board of Directors also appointed the members to its permanent committees. Esa Lager, Eero Broman, Kaisa Salakka and Heikki Herlin were elected as members of the Audit Committee, with Esa Lager as Chair. Catharina Stackelberg-Hammarén, Peter Immonen and Alexander Lindholm were elected as members of the Nomination and Compensation Committee, with Peter Immonen as Chair.
The Board of Directors has assessed that, with the exception of Peter Immonen, Esa Lager, Alexander Lindholm, Heikki Herlin and Eero Broman, the members of the Board are independent of the company and its significant shareholders. Heikki Herlin is Chair of the Board of Mariatorp Oy, Peter Immonen is a member of the Board of Mariatorp Oy, Esa Lager is a member of the Board of Ilkka Oyj, Alexander Lindholm is the CEO of Otava Group and Eero Broman has been a member of the Board of Otava Ltd. for ten consecutive years in 2023 (a relationship with a significant shareholder pursuant to subsection j) of Recommendation 10 of the Corporate Governance Code).
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
Alma Media in brief
Alma Media is an international company of digital media, marketplaces and services with a strong capacity for renewal. We inspire human curiosity and choice by creating services that combine technology and content with a local heart. In Finland, our best-known brands include Kauppalehti, Talouselämä, Iltalehti, Etuovi.com, Nettiauto and Nettimoto. Our recruitment services include prace.cz and jobs.cz in the Czech Republic, Profesia.sk in Slovakia and mojposao.net in Croatia.
In Finland, our business operations include leading housing and automotive marketplaces, financial and professional media, national consumer media and content and data services for businesses and professionals. Alma Media’s international business in Eastern Central Europe, Sweden and the Baltic countries consists of recruitment services and an online marketplace for commercial properties.
Alma Media operates in 11 countries in Europe and employs approximately 1,700 professionals. Alma Media’s revenue from continuing operations was EUR 309 million in 2022 of which the share of digital business was 81%. Alma Media’s share is listed on NASDAQ Helsinki. Read more at www.almamedia.fi/en/.
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