Notice to the Annual General Meeting of Alma Media Corporation

Alma Media Corporation                           Notice to Annual General Meeting                  16 February 2024 

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 Friday, 5 April 2024 at 12:00 noon EET. Attendees are advised to use the Juhlatila (Grand Events) entrance. The reception of registered participants, the distribution of voting slips and the coffee service 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.

Before 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 in writing. Instructions for submitting written questions are presented in part C of this notice to the Annual General Meeting.

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 2023 Financial Statements, the Report by the Board of Directors and the Auditors’ Report

Review by the President and CEO. 

The Financial Statements, the Report by the Board of Directors and the Auditor’s Report will be available from 15 March 2024 on the company’s website at https://www.almamedia.fi/en/investors/governance/general-meeting/2024/.

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 0.45 per share be paid for the financial year 2023. 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, 9 April 2024. The Board of Directors proposes that the dividend be paid on 16 April 2024.

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 2023
    
10. Discussion of the Remuneration Report for the governing bodies

The Remuneration Report for the Group’s governing bodies will be available from 15 March 2024 on the company’s website at https://www.almamedia.fi/en/investors/governance/general-meeting/2024.

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 remain 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 2025: to the Chair of the Board of Directors EUR 68,800 per year, to the Vice Chair EUR 44,000 per year, and to Members 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 the Board and Committee meetings they attend. It is proposed that the travel expenses of the Members of the Board be compensated in accordance with the company travel regulations.

It is proposed that the aforementioned 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 will, 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 Members of the Board, taking into account tax deduction at source, at the trading price on the regulated market of 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 2024 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 2024 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 5 April 2024, that the number of the Members of the Board be confirmed to be eight (8). 

13. Election of the Members of the Board of Directors

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 Committee also proposes that Ari Kaperi be elected as a new Member of the Board for the same term of office. 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.

Ari Kaperi (b. 1960, M.Sc. (Econ.)) held various positions in Nordea Group until 2022 and is currently a member of the Board of Directors of organisations such as the Varma Mutual Pension Insurance Company, Tampereen Energia Oy, the financing companies of Nordea Group and the Cancer Foundation Finland.

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 2024 financial year.

16.  Election of the auditor

In accordance with the proposal of the Board of Directors' Audit Committee, the Board suggests that, for the financial year 2024, the Annual General Meeting appoint Ernst & Young Oy as the company’s auditors. Ernst & Young Oy has confirmed that the principal auditor would be Terhi Mäkinen, APA. The recommendation of the Board of Directors' Audit Committee is based on competitive tendering for the company's financial audit. As a result of the competitive bidding, the company received tenders from four auditing companies. According to the assessment of the Audit Committee, Ernst & Young Oy best meets the selection criteria defined in the invitation to tender.

If Ernst & Young Oy is appointed as the company's auditor, it will also act as the company's sustainability reporting verifier for the financial year 2024 in accordance with the transitional provision of the Act on Amendments to the Limited Liability Companies Act (1252/2023), and it will be paid a fee for this task according to the invoice approved by the company.

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 number of shares issuable under the authorisation corresponds to approximately one (1) per cent of the company's entire share capital. The shares are to 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 must 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 2025.  

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 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 2025. This authorisation overrides the share issue authorisation granted at the Annual General Meeting of 4 April 2023. 

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. 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 2025. This authorisation overrides the corresponding share issue authorisation granted at the AGM of 4 April 2023, 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 of Directors to decide on donations totaling a 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 the donations.

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 http://www.almamedia.fi/en/investors/governance/general-meeting/2024. 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 15 March 2024. 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 19 April 2024. 

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, 22 March 2024, 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 12 March 2024. Registered shareholders wishing to attend the AGM must register no later than 10:00 a.m. EET on 2 April 2024, the deadline for their registrations to have reached the company. Participants can register for the AGM:

1. online at: https://www.almamedia.fi/en/investors/governance/general-meeting/2024.                

Electronic registration requires strong identification of the shareholder or their legal representative or agent with Finnish, Swedish or Danish bank IDs or a mobile certificate;

2. by email to Innovatics Ltd at the following address: agm@innovatics.fi.

The registering shareholder must include in the message the registration form available on the company's website https://www.almamedia.fi/en/investors/governance/general-meeting/2024/ and any advance voting form or similar information;

3. by post to Innovatics Ltd at the following address: Innovatics Oy, Yhtiökokous / Alma Media Oyj, Ratamestarinkatu 13 A, 00520 Helsinki. The registering shareholder must include in the message the registration form available on the company's website https://www.almamedia.fi/en/investors/governance/general-meeting/2024/ and any advance voting form or similar information; or
    
4. by phone to +358 10 2818 909 on weekdays between 9:00 a.m. and 12:00 noon or between 1:00 p.m. and 4:00 p.m. Advance voting is not possible when registering by phone.

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 date of birth 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 on registration and advance voting is available by phone during the registration period of the Annual General Meeting. Please call Innovatics Ltd +358 10 2818 909 on weekdays between 9:00 a.m. and 12:00 noon or between 1:00 p.m. and 4:00 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, 22 March 2024. In addition, participation in the AGM requires such shareholders, based on these shares, to be temporarily entered on the shareholder register maintained by Euroclear Finland Ltd no later than 10:00 a.m. on 2 April 2024. 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/2024/.  

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, if necessary, 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 e-Authorizations 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/2024/. 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.

More information on registration and advance voting is available by phone during the registration period of the Annual General Meeting. Please call Innovatics Ltd +358 10 2818 909 on weekdays between 9:00 a.m. and 12:00 noon or between 1:00 p.m. and 4:00 p.m.

Possible powers of attorney are requested to be delivered primarily as an attachment in connection with electronic registration or, alternatively, by post to the following address: Innovatics Oy, Yhtiökokous / Alma Media Oyj, Ratamestarinkatu 13 A, 00520 Helsinki or by email to agm@innovatics.fi 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-Authorization 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 https://www.suomi.fi/e-authorizations.

4. Advance voting

Shareholders who have a Finnish book-entry account may vote in advance between 9:00 a.m. on 12 March 2024 and 10:00 a.m. on 2 April 2024 for items 7–20:

1. online at: https://www.almamedia.fi/en/investors/governance/general-meeting/2024/. Signing in to the service follows the same steps as the registration in section C.1 of this notice;
    
2. by post to by submitting an advance voting form available on the company's website or equivalent information to Innovatics Ltd at the following address: Innovatics Oy, Yhtiökokous / Alma Media Oyj, Ratamestarinkatu 13 A, 00520 Helsinki; or
    
3. by email to by submitting an advance voting form available on the company's website or equivalent information to Innovatics Ltd at the following address: agm@innovatics.fi.

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, to use their right to demand a vote at the AGM or to vote on a potential counter-proposal, 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. It will not be possible to make counterproposals during advance voting.

Advance votes will be taken into account in the voting result, if a full counting of votes is carried out in the item. If a full counting of votes is not carried out in the item of the Annual General Meeting, the opposing and absent votes given in the advance voting and in the voting instructions of holders of nominee-registered shares shall be recorded in the minutes in connection with each item. To the extent that, in the advance voting and in the voting instructions of holders of nominee-registered shares, opposing votes have been presented without a counterproposal on matters where it is not possible to oppose the proposal without a counter-proposal, such votes shall not be taken into account as opposing votes in the event of a vote, nor shall they be recorded in the relevant sections of the minutes.

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/2024/ no later than 12 March 2024.

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 20 March 2024. 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.

On the date of this notice to the AGM, 16 February 2024, Alma Media Corporation has a total of 82,383,182 shares and votes. 

Helsinki, 16 February 2024 

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

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, Jobly, 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 12 countries in Europe and employs approximately 1,700 professionals. Alma Media’s revenue from continuing operations was EUR 305 million in 2023 of which the share of digital business was 82%. Alma Media’s share is listed on NASDAQ Helsinki. Read more at www.almamedia.fi/en/.