Notice to the ordinary Annual General Meeting of Alma Media
Alma Media Corporation Stock Exchange Release 13 February 2015, 9:15 a.m. (EET)
NOTICE TO THE ORDINARY ANNUAL GENERAL MEETING OF ALMA MEDIA
Shareholders of Alma Media Corporation are invited to the Annual General Meeting (AGM) to be held in Vision 1–3 conference room of Hotel Scandic Park, address Mannerheimintie 46, Helsinki, Finland, on Tuesday 17 March 2015 at 13:00 hrs (1:00 p.m.) EET. Entry is gained from Mannerheimintie through the conference entrance (‘Kokoussisäänkäynti’) door. The reception of registered participants, the distribution of voting slips and the coffee service will commence at 12:00 noon.
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 scrutinise the minutes and supervise the counting of votes
4. Recording the legal convening of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the 2014 Financial Statements, the Report by the Board of Directors and the Auditors’ Report
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 no dividend be paid for the financial year 2014. The company has no retained earnings.
9. Resolution on the use of the invested non-restricted equity fund
The Board of Directors proposes that the AGM decides to use EUR 36,420,000 from the invested non-restricted equity fund, complying with the company's balance sheet of 31 December 2014, to cover losses. The covering of losses improves the preconditions for the distribution of profit in future financial periods.
10. Resolution on the repayment of capital
The Board of Directors proposes that the AGM decides to distribute EUR 0.12 per share as capital repayments from the invested non-restricted equity fund. At the time of the publication of this notice to the AGM, the company has 75,486,853 shares, translating into a repayment amount of EUR 9,058,422.36. Capital repayments are paid to shareholders who are registered in Alma Media Corporation’s shareholder register, maintained by Euroclear Finland Ltd, on the record date, 19 March 2015. The Board of Directors proposes that capital repayments be paid on 26 March 2015.
11. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
12. Resolution on the remuneration and travel allowances of the members of the Board of Directors
The Board of Directors’ Nomination and Compensation Committee proposes that remuneration for the Board of Directors remains unchanged, with the Chairman of the Board being paid EUR 33,000, the Vice Chairman EUR 27,000, and Board members EUR 22,000 in remuneration for the year. Additionally, the Chairmen of the Board and Committees would be paid a fee of EUR 1,000, Vice Chairmen 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 Board members' travel expenses be compensated in accordance with company travel regulations.
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 public trading price. Members of the Board are obligated to arrange the acquisition of the shares within two weeks of the release of the first quarter 2015 interim report or, if this is not possible because of insider trading regulations, at the earliest possible time thereafter. If it was not possible to acquire the shares by the end of 2015 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 on the Board has expired. The company is liable to pay any asset transfer taxes which may arise from the acquisition of shares.
13. Resolution on the number of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that seven (7) members serve on the Board of Directors.
14. Election of the members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that the current Board members Niklas Herlin, Esa Lager, Petri Niemisvirta, Perttu Rinta, Erkki Solja, Catharina Stackelberg-Hammarén and Harri Suutari be re-elected for the term ending at the close of the following Annual General Meeting. The personal details of the current members of the Board and information on their positions of trust can be found on the company website at www.almamedia.fi/board_members.
All proposed members of the Board of Directors have given their permission for their election.
Shareholders representing more than half of Alma Media shares and voting rights have notified that they support the Nomination and Compensation Committee's proposal.
15. Resolution on the remuneration of the auditor
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.
16. Election of the auditor
In accordance with the recommendation of the Audit Committee, the Board of Directors proposes that Authorised Public Accountants PricewaterhouseCoopers Oy be elected as the company’s auditor for the 2015 financial year.
17. Authorisation to the Board of Directors to repurchase own shares
The Board of Directors proposes that the AGM authorises it to decide on the repurchase of a maximum of 754,000 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 OMX Helsinki Oy and in accordance with its rules and instructions, which is why the acquisition is directed, that is, the shares are 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, no longer than until 30 June 2016.
18. Authorisation to the Board of Directors to decide on the transfer of own shares
The Board of Directors proposes that the AGM authorises it to decide on a share issue by transferring shares in possession of the company. A maximum of 754,000 shares may be issued on the basis of the authorisation. The proposed maximum authorised quantity represents approximately one 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, no longer than until 30 June 2016.
19. Authorisation to the Board of Directors to decide on a share issue
The Board of Directors proposes that the AGM authorise it to decide on a share issue. The authorisation would entitle the Board to issue a maximum of 15,000,000 shares. The proposed maximum amount of shares corresponds to approximately 20 per cent of the total number of shares of 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, no longer than until 30 June 2016. This authorisation would override the share issue authorisation granted at the AGM of 20 March 2014.
20. Proposal for establishing a permanent Nomination Committee
The Board of Directors proposes to the AGM that the AGM decides to establish a Shareholders’ Nomination Committee. The Nomination Committee’s duties would include preparing proposals related to the election and remuneration of Board members to the AGM. At the same time, the Board of Directors proposes that the Charter of the Shareholders’ Nomination Committee be approved.
The Shareholders’ Nomination Committee would consist of four members appointed by shareholders, and the members would elect a Chairman from among themselves. In addition, the Chairman of the Board would act as an expert member in the Nomination Committee.
In the year preceding the AGM, on the basis of shareholding on 30 September in the preceding calendar year, the Chairman of the Board would request each one of the four largest shareholders to appoint one member to the Shareholders’ Nomination Committee.
The four shareholders who are registered in the shareholder register maintained by Euroclear Finland Ltd on 30 September in the year preceding the AGM and whose share of the votes produced by all shares in the company is the greatest according to this shareholder register would have the right to nominate members that represent shareholders. Should a shareholder choose not to use the right to appoint a member, the right is transferred to the next largest shareholder in the shareholder register, who would not otherwise have the right to appoint a member.
The Nomination Committee Charter as proposed by the Board of Directors is available on the Alma Media Corporation website at www.almamedia.com/investors/corporate-governance/general-meeting/2015.
21. Shareholder Pasi Asikainen’s proposal for an issue to be resolved at the AGM
Alma Media Corporation’s shareholder Pasi Asikainen has made a proposal to the Board of Directors of the company on 3 January 2015 to be resolved at the AGM 2015.
The shareholder has requested the AGM to consider and make a decision on moving the company’s domicile to Tampere.
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 www.almamedia.com/investors/corporate-governance/general-meeting/2015. The Financial Statements, the report by the Board of Directors and the Auditor’s Report will be available on the company website no later than 24 February 2015. 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 31 March 2015.
C. Instructions to the participants of the AGM
1. Shareholders registered in the shareholder register
Shareholders who are registered on 5 March 2015 in the shareholder register of the company, maintained by Euroclear Finland Ltd, have the right to attend the AGM. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the company’s shareholder register.
Registered shareholders wishing to attend the AGM must register no later than 4.00 p.m. EET on 12 March 2015, by which time their registrations must have arrived at the company. Participants may register for the AGM starting from 9:00 a.m. EET on 20 February 2015
a) through the company website at www.almamedia.com/investors/corporate-governance/general-meeting/2015 or by email at firstname.lastname@example.org
b) by telephone on +358 10 665 2220 from Monday to Friday between 9:00 a.m. and 4:00 p.m. EET
c) by telefax on +358 10 665 2270, or
d) by letter to Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, 00101 Helsinki, Finland.
When registering, shareholders shall provide their name, personal identification number, address and telephone number, as well as the name of any assistant or proxy representative and the personal identification number 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. Holders of nominee-registered shares
Holders of nominee-registered shares are entitled to attend the Annual General Meeting based on those shares that would entitle them to be entered in the shareholder register, maintained by Euroclear Finland Ltd, on 5 March 2015. 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 12 March 2015 at 10:00 a.m. For nominee-registered shares, this will be considered as a registration to participate in the AGM.
Holders of nominee-registered shares are advised to consult their asset manager well in advance for instructions on being entered in the temporary shareholder register, giving proxies and registering for participation in the AGM. The asset manager's account manager must announce the holder of nominee-registered shares who wishes to attend the AGM for temporary registration in the company's shareholder register no later than the aforementioned date and time.
Further information is available on the Alma Media Corporation website at www.almamedia.com/investors/corporate-governance/general-meeting/2015.
3. Proxy representatives and proxy documents
Shareholders may participate in the AGM and exercise their rights at the meeting through proxy representatives. 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 participate in the AGM via several proxy representatives 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.
Any proxy documents should be delivered as originals to the address Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, 00101 Helsinki, Finland before the expiry of the registration period.
4. Other instructions/information
Shareholders present at the AGM have the right, under subsection 25 of section 5 of the Limited Liability Companies Act, to pose questions on the matters dealt with by the meeting.
On the date of this notice to the AGM, 13 February 2015, Alma Media Corporation has a total of 75,486,853 shares and votes.
The meeting venue, Hotel Scandic Park, can be reached by tram (services 4, 7, and 10, the Hesperia Park stop) and by all bus services through Mannerheimintie. Participants arriving by car may park, for a fee, in the Töölönlahti parking garage Q-Park Finlandia or in the parking garage of Hotel Scandic Park.
Helsinki, 13 February 2015
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
NASDAQ OMX Helsinki Stock Exchange, main media
Alma Media in brief
Alma Media is a media company focusing on digital services and publishing. In addition to news services, the company's products provide useful information related to lifestyle, career and business development. The services of Alma Media have expanded from Finland to the Nordic countries, the Baltics and Central Europe. In 2014, the company employed on average 1,830 professionals (excluding deliverers), of whom approximately one fourth worked outside Finland. Alma Media's revenue in 2014 totalled approximately MEUR 295. Alma Media's share is listed on NASDAQ OMX Helsinki. Read more at www.almamedia.com.