Decisions of Alma Media Corporation's annual general meeting

ALMA MEDIA CORPORATION STOCK EXCH. RELEASE 8 March 2004, 14.45 1/3 DECISIONS OF ALMA MEDIA CORPORATION’S ANNUAL GENERAL MEETING Alma Media’s AGM decided on the payment of a EUR 2.50 per share dividend and approved amendments to the Articles of Association concerning, among other things, an increase in the number of shares without raising the share capital and the voluntary conversion of Series I shares into Series II shares. The Board of Directors was authorized for one year to issue convertible bonds. The Annual General Meeting of Alma Media Corporation held on 8 March 2004 confirmed the financial statements for the financial year 1 January - 31 December 2003 and discharged the Board of Directors and the President and CEO from liability for the year. The Meeting approved the Board’s proposal to pay shareholders a dividend of EUR 2.50 per share on the financial year. The settlement date for dividend payment is 11 March 2004 and the dividend payment date is 18 March 2004. Bengt Braun, Matti Kavetvuo and Jonas Nyrén, who were in turn from retirement from the Board of Directors, were re-elected. The Meeting also decided to amend the Articles of Association limiting the term of office of Board members for one year from their election. The Meeting appointed the firm of authorized public accountants KPMG Wideri Oy Ab, and Mauri Palvi APA as the company’s auditors and Eija Kauppi-Hakkarainen APA and Michaela Teir APA as their deputies. The Meeting approved the Board’s proposal that, in order to make trading in the Alma Media share easier and to improve the share’s liquidity, the number of shares be increased from 15,730,185 shares in the ratio of 1:4 to 62,920,740 shares without raising the share capital. At the same time the par value of the Alma Media share decreases from 1.68 euros to 0.42 euros (not an exact figure). The Meeting approved the Board’s proposal that, in order to improve the liquidity of the Alma Media share, Series I shares may be voluntarily converted into Series II shares by adding Article 15, a new article, which would read as follows: - The Company's Series I share can be converted into a Series II share on the conditions set forth in this article: The conversion shall occur within the limits of the maximum amount of the share types set forth in these articles of association. No pecuniary compensation shall be paid for the conversion. 2/3 The Company's Series I share can be converted into a Series II share at the request of a shareholder or, with respect to shares in administrative registration, at the request of the administrator registered in the book-entry register. A shareholder's request for the conversion of the share shall be presented to the Company in writing. The request shall include the number of shares to be converted and the book-entry account in which the shares have been registered. The request for conversion may be presented to the Company at any time, however not after the Board of Directors has decided to convene a shareholders' meeting. A request for conversion presented after the above decision but before the subsequent shareholders' meeting shall be considered as having arrived, and shall be handled after the shareholders' meeting and the record day, if any, that follows the meeting. The Company may request that an entry be made to the book-entry account of a shareholder limiting the shareholders' power to transfer the share during the conversion process. The Company shall minimum four times per year notify the Trade Register of the changes in the amounts of the shares resulting from the conversion. The request concerning the conversion of the share can be revoked until the Trade Register has been notified of the conversion. After the revocation, the Company demands the deletion of the entry, if any, in the book-entry account of a shareholder limiting the shareholders' power to transfer the share. After the Trade Register entry, a Series I share becomes a Series II share. A shareholder having requested the conversion, and the administrator of the book-entry register, will be informed of the registration of the conversion. When necessary, the Board of Directors shall decide on more detailed procedures relating to the conversion. The Meeting approved the Board’s proposal that the Board be authorized - for period of one year from the Annual General Meeting to decide on the issue of one or more convertible bonds in such a way that the maximum number of new Series II shares, whose par value is 0.42 euros, exchanged for convertible bonds shall amount to no more than 6,292,074, and that the company’s share capital may not be increased by more than 2,645,627.20 euros, and on the terms and conditions decided by the Board, and 3/3 - to disapply the shareholders´ pre-emptive rights to subscribe for the convertible bonds provided that the company has important financial grounds for doing so, such as developing the company’s financial or capital structure, financing of acquisitions or other development of the company’s businesses. The Board of Directors may not deviate from the shareholders´ pre-emptive rights in the interests of the company’s inner circle. Convening after the Annual General Meeting the Board of Directors elected Bengt Braun as the chairman and Kari Stadigh as the deputy chairman. ALMA MEDIA CORPORATION Ahti Martikainen Vice President, Corporate Communications and IR DISTRIBUTION: Helsinki Exchanges, Principal Media
  • Date: 8.3.2004, 14:45
  • News type: Stock exchange release

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