Notice to the Annual General Meeting of Alma Media

Alma Media Corporation    Notice to the Annual General Meeting        7 April 2020 at 9.30 a.m.

NOTICE TO THE ANNUAL GENERAL MEETING OF ALMA MEDIA

Alma Media has taken a number of precautionary measures in the preparations for the Annual General Meeting to be convened on 29 April 2020 to ensure that the AGM can be conducted with due consideration for the health and safety of shareholders, Alma Media employees and other stakeholders and to enable the AGM to decide on the items on its agenda, such as the payment of dividend.

Alma Media’s AGM will only take place if the number of participants is low enough to allow the AGM to be conducted safely and in compliance with the guidelines issued by the Finnish authorities.

In the interests of safety, the company’s Board of Directors urges shareholders to avoid attending the Annual General Meeting at Alma Media’s head office in person. Instead, shareholders are urged to watch the AGM online and to exercise their voting rights by using the proxy service offered by the company or by voting in advance. Instructions to shareholders can be found below in section C. Instructions to the participants of the AGM.

Alma Media Corporation’s Annual General Meeting will be held at 12:00 noon on Wednesday, 29 April 2020, in the premises of Alma Media’s head office at Alvar Aallon katu 3 c, 00100 Helsinki, Finland, provided that the number of participants is low enough to allow the AGM to be conducted safely and in compliance with the guidelines issued by the Finnish authorities. If the AGM is held, the verification of the identity of the registered participants and the distribution of voting slips will begin at 11:30 a.m. at Alma Media’s head office.

A. Matters on the agenda at the AGM

The following matters will be considered at the Annual General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

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

4. Recording the legality of the meeting

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

6. Presentation of the 2019 Financial Statements, the Report by the Board of Directors, the Auditors’ Report and the Review by the President and CEO

7. Adoption of the Financial Statements

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 0.40 per share be paid for the financial year 2019.  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, 4 May 2020. The Board of Directors proposes that the dividend be paid on 11 May 2020.

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

10. Handling of the Remuneration Policy for the governing bodies

The remuneration policy of the governing bodies has been published in a stock exchange release on 14 February 2020 and it is available on Alma Media’s website at https://www.almamedia.fi/en/investors/governance/general-meeting/2020

11. 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 Annual General Meeting for the term of office ending at the close of the Annual General Meeting 2021: to the Chairman of the Board of Directors, EUR 62,500 per year; to the Vice Chairman, EUR 40,000 per year, and to members EUR 32,500 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 2020 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 2020 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 transfer taxes that may arise from the acquisition of shares.

12. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Committee proposes that seven (7) members serve on the Board of Directors.

13. Election of the members of the Board of Directors

The Nomination Committee of the Shareholders proposes that the current Board members Peter Immonen, Esa Lager, Alexander Lindholm, Petri Niemisvirta, Jorma Ollila, Päivi Rekonen and Catharina Stackelberg-Hammarén be re-elected for the new term of office, extending until the end of the next Annual General Meeting. The Nomination Committee further proposes that Jorma Ollila serve as the Chair of the Board of Directors and Petri Niemisvirta serve as the Vice Chair.

All the proposed Board members are assessed to be independent of the company. The members of the Board, with the exception of Peter Immonen, Esa Lager, Alexander Lindholm and Jorma Ollila, are also assessed to be independent of the company’s significant shareholders. The proposed Board members are assessed to be dependent of the company’s significant shareholders based on the following grounds: Peter Immonen is a member of the Board of Mariatorp Oy, Esa Lager is a member of the Board of Ilkka-Yhtymä Oyj, Alexander Lindholm is the CEO of Otava Group and Jorma Ollila has been a member of the Board of Otava Ltd. for ten consecutive years until 2019 (a relationship with a significant shareholder pursuant to subsection j) of Recommendation 10 of the Corporate Governance Code).

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

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

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

14. 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 the invoice approved by the company. 

15. 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 Annual General Meeting elect one company auditor for the 2020 financial year.

16. 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 2020 financial year.

PricewaterhouseCoopers Oy has confirmed that Markku Launis, APA, would serve as the principal auditor.

17. Authorisation to the Board of Directors to repurchase own shares

The Board of Directors proposes that the Annual General Meeting 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 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 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. It is proposed that the authorisation be valid until the following AGM; however, until no later than 30 June 2021. 

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

The Board of Directors proposes that the Annual General Meeting authorise it to decide on a share issue by transferring shares in possession of the company. The authorisation would entitle the Board to issue a maximum of 824,000 shares. The proposed maximum number of shares issuable under the authorisation corresponds to 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.

It is proposed that the authorisation be valid until the following AGM; however, until no later than 30 June 2021. This authorisation overrides the share issue authorisation granted at the Annual General Meeting of 15 March 2019.

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

The Board of Directors proposes that the Annual General Meeting authorise the Board 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 schemes 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 2021. This authorisation overrides the corresponding share issue authorisation granted at the AGM of 15 March 2019, but not the share issue authorisation proposed above in section 18. 

20. Charitable donations 

The Board of Directors proposes that the Annual General Meeting authorise the Board to decide on donations amounting to no more than a total of EUR 50,000 to universities in 2020–2021, with the more detailed conditions of the donations to be decided by the Board of Directors.

21. Closing of the meeting 

B. Documents of the AGM

The above proposals on the company's agenda and this notice to the Annual General Meeting are available on the Alma Media Corporation website at https://www.almamedia.fi/en/investors/governance/general-meeting/2020. The Financial Statements, the Report by the Board of Directors, the Auditor’s Report and Renumeration Policy are available on the company website. The proposals and other aforementioned documents will also be available at the AGM, and copies of these 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 13 May 2020.

C. Instructions to the participants of the AGM

1. Right of participation and registration

Shareholders who are registered on 17 April 2020 in the shareholder register of the company, maintained by Euroclear Finland Ltd, have the right to attend the AGM. We request that shareholders register for the meeting from 8 April 2020 and by 12:00 noon on 24 April 2020 at the latest.

- through the company website at https://www.almamedia.fi/en/investors/governance/general-meeting/2020

- by email at yhtiokokous@almamedia.fi

- by telephone at +358 (0)10 665 2220 from Monday to Friday between 9:00 a.m. and 12:00 noon (EET)

- 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, email, 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. Advance voting

Shareholders who have a Finnish book-entry account may vote in advance on certain AGM agenda items via the company’s website. The advance voting period starts on 8 April 2020 and ends at 12:00 noon on 24 April 2020. Shareholders who vote in advance cannot use their right, pursuant to the Finnish Limited Liability Companies Act, to request more detailed information or their right to demand a vote at the AGM. Furthermore, their ability to vote on any agenda items that may be amended after the start of the advance voting period may be limited. The instructions concerning the advance voting process are available on the company website at https://www.almamedia.fi/en/investors/governance/general-meeting/2020. The shareholder’s book-entry account number is required for voting in advance.

3. Proxy representatives and proxy documents

Shareholders are requested not to attend the AGM in person. Instead, shareholders should exercise their voting rights by voting in advance or by issuing a proxy document via the proxy service offered by the company.

Shareholders may attend the AGM and exercise their rights at the meeting through proxy representatives. Due to the coronavirus situation, shareholders wishing to exercise their voting rights at this year’s AGM are requested to use the proxy service offered by the company and authorise Alma Media Corporation CFO Juha Nuutinen or a proxy designated by him, to represent the shareholder and exercise their voting rights at the AGM. Shareholders must be registered for the AGM in order to use the proxy service recommended by Alma Media.

The proxy document template is enclosed with the Notice to the Annual General Meeting and available on the company website at https://www.almamedia.fi/en/investors/governance/general-meeting/2020. Shareholders are requested to send the completed and signed proxy document by 12:00 noon on 24 April 2020 in image or PDF format by e-mail to yhtiokokous@almamedia.fi, as an SMS attachment to +358 (0)50 438 0807 or by post to Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, 00101 Helsinki, Finland.

Proxy documents are also available from the reception employees at the Alma building (Alvar Aallon katu 3 C, Helsinki) and signed proxy documents may be returned to the reception employees at the Alma building by the deadline mentioned above.

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.

4. Follow the AGM via a live video stream

Shareholders are requested not to attend the AGM in person and to follow the meeting via a live video stream instead.

The shareholders can follow the meeting via a live video stream at https://almamedia.videosync.fi/2020_1-agm.  Shareholders who watch the AGM remotely are not considered to have attended the meeting. It is not possible to make statements or vote over the webcast. The AGM will be conducted in Finnish.

Questions to the management may be submitted by e-mail to yhtiokokous@almamedia.fi until 12:00 on 24 April 2020.

5. Holders of nominee-registered shares 

Holders of nominee-registered shares are entitled to attend the Annual General Meeting based on the shares that would entitle them to be entered in the shareholder register, maintained by Euroclear Finland Ltd, on 17 April 2020. In addition, participation in the AGM requires that such shareholders are, based on these shares, temporarily entered in the shareholder register maintained by Euroclear Finland Ltd no later than 24 April 2020 at 10:00 a.m. (EET). For nominee-registered shares, this will be considered as a registration to participate in the Annual General Meeting.

Holders of nominee-registered shares are advised to consult their asset manager well in advance for instructions on being entered temporarily 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 https://www.almamedia.fi/en/investors/governance/general-meeting/2020. 

6. Other instructions/information

The Board of Directors urges shareholders to avoid attending the Annual General Meeting at the at the Alma building in person.

The following special precautions will be taken at the AGM in the interests of the health and safety of the company’s shareholders and employees:

- The AGM and all of the presentations, including the CEO’s review, will be kept short and only to the extent necessary to satisfy the minimum requirements.

- The participation by the company’s Board of Directors and management will be minimised.

- The number of participants will be restricted to enable compliance with the guidelines issued by the authorities.

- No food or refreshments will be served at the event. There will be no product showroom or distributed materials.

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, 7 April 2020, Alma Media Corporation has a total of 82,383,182 shares and votes.

Helsinki, 7 April 2020

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 (0)10 665 2201

Distribution: NASDAQ Helsinki Stock Exchange, main media, almamedia.com

Alma Media in brief

Alma Media is a dynamic digital service business and media company with a strong capacity for renewal. The company’s best-known brands are Kauppalehti, Talouselämä, Iltalehti, Aamulehti, Etuovi.com and Monster. Alma Media builds sustainable growth expanding its offering from media to related digital services fulfilling the needs of users’ everyday life as consumers and as professionals in business. Alma Media operates in 11 countries in Europe. Alma Media employs approximately 1,800 professionals. Alma Media’s revenue from continuing operations was EUR 250.2 million in 2019. Alma Media’s share is listed on NASDAQ Helsinki. Read more at www.almamedia.com