Notice to the Annual General Meeting of Alma Media Corporation

Alma Media Corporation     Notice to general meeting      16 February 2023 at 8.05 a.m.

NOTICE TO THE ANNUAL GENERAL MEETING OF ALMA MEDIA CORPORATION 

Shareholders of Alma Media Corporation are invited to the Annual General Meeting (AGM) to be held in the Grand Ballroom of the Scandic Grand Central Helsinki at the address Vilhonkatu 13, 00100 Helsinki, Finland on Tuesday 4 April 2023 at 12:00 noon EET. The reception of registered participants and the distribution of voting slips will commence at 11:00 a.m. 

Shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting are presented in part C of this notice to the Annual General Meeting.

Shareholders may also submit questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act on the matters to be discussed at the meeting in advance in writing. Instructions for submitting written questions are presented in part C of this notice to the Annual General Meeting.

Shareholders who have registered for the Annual General Meeting can follow the Annual General Meeting online. Instructions for watching the online stream are available on the company’s website at https://www.almamedia.fi/en/investors/governance/general-meeting/2023. It is not possible to ask questions, make counter-proposals or vote via the online stream, and following the meeting via the online stream is not considered participation in the Annual General Meeting or exercise of shareholder rights.

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 2022 Financial Statements, the Report by the Board of Directors and the Auditors’ Report 

The Financial Statements, the Report by the Board of Directors and the Auditor’s Report will be available from 14 March 2023 on the company’s website at https://www.almamedia.fi/en/investors/governance/general-meeting/2023.

      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 0.44 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 of the payment, 6 April 2023. The Board of Directors proposes that the dividend be paid on 17 April 2023.

9. Resolution on the discharge of the Members of the Board of Directors and the President and CEO from liability for the financial period 1 January–31 December 2022.

10. Discussion of the Remuneration Report for the governing bodies

The Remuneration Report for the Group’s governing bodies will be available from 14 March 2023 on the company’s website at https://www.almamedia.fi/en/investors/governance/general-meeting/2023.

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 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 2024: to the Chair of the Board of Directors EUR 68,800 (currently EUR 62,500) per year, to the Vice Chair EUR 44,000 (currently EUR 40,000) per year, and to Members EUR 35,800 (currently 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 the 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 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. 
 

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

The Shareholders’ Nomination Committee proposes to the Annual General Meeting of Alma Media Corporation, scheduled to be held on 4 April 2023, that the number of the Members of the Board be confirmed to be seven (7).

13. Election of the Members of the Board of Directors

Of the current Board Members, Petri Niemisvirta has announced that he is no longer available to serve as a Member of the Board of Directors of Alma Media Corporation.

The Shareholders’ Nomination Committee 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, Peter Immonen, Esa Lager, Alexander Lindholm, Kaisa Salakka and Catharina Stackelberg-Hammarén. The Nomination Committee further proposes that Catharina Stackelberg-Hammarén serve as the Chair of the Board of Directors and Eero Broman serve as the Vice Chair.

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.

All the proposed Board Members are assessed to be independent of the company. All the proposed Board Members, with the exception of Eero Broman, Heikki Herlin,

Peter Immonen, Esa Lager 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. 

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 2023 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 2023 financial year. PricewaterhouseCoopers Oy has confirmed that Niina Vilske, APA, would serve as the principal auditor.

17.   Proposal by the Board of Directors to amend the Articles of Association 

The Board of Directors proposes that the Annual General Meeting decide on amending the Articles of Association.

It is proposed that the Articles of Association be amended as follows:

Article 4 Board of Directors

The first sentence of the first paragraph of Article 4 of the Articles of Association is proposed to 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 proposal is to amend Article 5 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 proposed to be 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 shall be removed altogether.

18. 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 2024.  

19. 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 treasury shares. 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 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 2024. This authorisation overrides the share issue authorisation granted at the Annual General Meeting of 29 March 2022. 

20. 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. A maximum of 16,500,000 shares may be issued on the basis of this authorisation. 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 2024. This authorisation overrides the corresponding share issue authorisation granted at the AGM of 29 March 2022, but not the share issue authorisation proposed above in section 19. 

21.  Charitable donations

The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors 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.

22.  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/2023. The Financial Statements of Alma Media Corporation, the Report by the Board of Directors, the Auditor’s Report and the Remuneration Report will be available on the company website no later than 14 March 2023. The proposals and other aforementioned documents will also be available at the AGM.

The minutes of the AGM will be available on the above website no later than 18 April 2023. 

C. Instructions to the participants of the AGM 

1. Shareholders registered in the shareholder register 

Shareholders who are registered in the shareholder register of the company, maintained by Euroclear Finland Ltd, on the record date, 23 March 2023, have the right to attend the AGM. Shareholders whose shares are registered on their personal Finnish book-entry account are registered on the company’s shareholder register. 

Participants may register for the AGM from 9:00 a.m. (EET) on 13 March 2023. Registered shareholders wishing to attend the AGM must register no later than 10:00 a.m. (EET) on 30 March 2023, by which time the registrations are required to have reached the company.  Participants can register for the AGM:

1. online at: https://www.almamedia.fi/en/investors/governance/general-meeting/2023.                

Electronic registration requires strong identification of the shareholder or their legal representative or agent with bank IDs or a mobile certificate

2. by email to yhtiokokous@almamedia.fi or by post to the address

        Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, 00101 Helsinki, Finland

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

When registering, shareholders shall provide the requested information, such as their name, date of birth or business ID, address, telephone number and email address 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. 

More information about registration and advance voting is available by phone from 13 March 2023 to 30 March 2023 on +358 (0)10 665 2220 from Monday to Friday between 9:00 a.m. and 12:00 noon EET. Advance voting technical support is provided by Innovatics Oy on +358 (0)10 2818 909 from Monday to Friday between 9:00 a.m. and 12:00 noon and between 1 p.m. and 4 p.m.

2. 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 the AGM’s record date, 23 March 2023. 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 30 March 2023 at 10:00 a.m. (EET). For nominee-registered shares, this will be considered as a registration to participate in the Annual General Meeting. 

Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes of the shareholder.

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 voting instructions, registration for and participation in the AGM and advance voting. 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 and, if necessary, arrange advance voting on behalf of a nominee-registered shareholder before the end of the registration period for nominee-registered shareholders.

Further information is available on the Alma Media Corporation website at https://www.almamedia.fi/en/investors/governance/general-meeting/2023.  

3. Proxy representatives and proxy documents 

Shareholders may attend the AGM and exercise their rights at the meeting through proxy representatives. The proxy representative may also vote in advance in the manner described in this notice. The proxy representative must verify their identity for the electronic registration service and advance voting personally using strong identification, after which they will be able to register and vote in advance on behalf of the shareholder they represent. 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 at the AGM. The right of representation can be demonstrated by utilising the Suomi.fi authorisations service available in the electronic registration service.

The template for the proxy and voting instructions is available on the company’s website at https://www.almamedia.fi/en/investors/governance/general-meeting/2023. Should a shareholder attend the AGM via more than one proxy representative representing this shareholder’s shares held 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 (i) in connection with electronic registration and advance voting, (ii) by email to yhtiokokous@almamedia.fi or (iii) by post to the address Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, 00101 Helsinki, Finland. Proxies must be received before the end of the registration period. In addition to submitting proxies, the shareholder or their proxy representative shall ensure that they register for the Annual General Meeting in the manner described above in this notice.

Instead of using a traditional proxy, entity owners can also use the electronic Suomi.fi

e-Authorisation service to authorise their proxy representatives. In this case, the entity authorises its appointed proxy representative in the Suomi.fi service at www.suomi.fi/e-authorizations (“Representation at the Annual General Meeting”). In the Annual General Meeting service, the proxy representative must identify themselves with strong electronic identification in connection with the registration. After that, the electronic authorisation is checked automatically. Strong electronic identification works with bank IDs or a mobile certificate. Further information on electronic authorisation is available at www.suomi.fi/en/authorizations.

4. Advance voting

Shareholders who have a Finnish book-entry account may vote in advance on AGM agenda items 7–21 between 9:00 a.m. on 13 March 2023 and 10:00 a.m. on 30 March 2023 in the following ways:

a) on the company’s website when registering

b) by post or email by sending an advance voting form available on the company’s website or by sending the equivalent information to the company by post to Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, 00101 Helsinki, Finland, or by email to yhtiokokous@almamedia.fi. Advance votes must be received by the end of the advance voting period. In addition to advance voting, shareholders must ensure that they register for the Annual General Meeting before the end of the registration period.

Shareholders who have voted 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, unless they participate in the AGM at the meeting venue themselves or by proxy.

In the case of a nominee-registered shareholder, advance voting takes place through an account manager organisation. The account manager may vote in advance on behalf of nominee-registered shareholders whom the account manager represents in accordance with the voting instructions given by the nominee-registered shareholders during the registration period set for nominee-registered shares.

The decision proposal subject to advance voting shall be deemed to have been submitted to the Annual General Meeting unchanged. The terms and conditions of advance voting online and the instructions concerning the advance voting process will be available on the company website at https://www.almamedia.fi/en/investors/governance/general-meeting/2023 no later than 13 March 2023.

5. Other instructions and information 

The AGM will be conducted in Finnish.

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

Shareholders may also submit questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act on the matters to be discussed at the meeting by email to yhtiokokous@almamedia.fi until 25 March 2023.  The management of the company will answer questions submitted in advance in writing at the Annual General Meeting. A shareholder must provide sufficient evidence of their shareholding when submitting their question.

Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes of the shareholder.

Shareholders who have registered for the Annual General Meeting can follow the Annual General Meeting online. The link and password to the online stream will be sent by email and/or SMS to the email address and/or telephone number provided in connection with the registration on the day before the Annual General Meeting.

It is not possible to ask questions or vote via the web stream, and shareholders following the web stream will not be considered to be in attendance at the Annual General Meeting unless they have registered for the AGM and have voted in advance. Holders of nominee-registered shares can follow the online stream by registering for the Annual General Meeting and by sending their contact information by email to yhtiokokous@almamedia.fi. After the Annual General Meeting, the event continues with free discussion with the company’s management. Shareholders can follow the discussion event via the online stream of the Annual General Meeting. The discussion event is not part of the actual AGM.

On the date of this notice to the AGM, 16 February 2023, Alma Media Corporation has a total of 82,383,182 shares and votes. 

Helsinki, 16 February 2023 

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 Stock Exchange, main media, almamedia.fi/en

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/.