Proposals presented by Herttaässä to the Annual General Meeting of Alma Media Corporation

Alma Media Corporation  Stock Exchange Release   9 March 2009 at 12.00
 
PROPOSALS PRESENTED BY HERTTAÄSSÄ TO THE ANNUAL GENERAL MEETING OF ALMA MEDIA CORPORATION
 
Alma Media Corporation has today received a release issued by its shareholder, Oy Herttaässä Ab, complementing the proposals previously presented by Oy Herttaässä Ab for the Annual General Meeting (AGM). The release includes a proposal on the composition of the Board of Directors of Alma Media. Moreover, the release explains Herttaässä's proposals regarding the repurchase of Alma Media's own shares and the merger of Talentum Oyj and Alma Media.
 
The release by Oy Herttaässä Ab is presented below unabridged.
 
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Oy Herttaässä Ab
Press release 9 March 2009
 
Proposals by Mr. Kai Mäkelä to the Annual General Meeting (AGM) of Alma Media
 
Investor Kai Mäkelä proposes himself to be elected as a member of the Board of Directors of Alma Media Corporation.
 
The Nomination and Compensation Committee of Alma Media has proposed eight members to be elected to the Board of Directors of Alma Media. According to the Articles of Association of Alma Media Corporation, the Board of Directors can consist of a maximum of nine members. Hence, Kai Mäkelä could be elected as a member in addition to the proposal by Nomination and Compansation Committee.
 
Kai Mäkelä, born 1947 (M. Sc. (Econ.), Chartered Accountant) has an extensive experience in the media sector. Additionally, he is a major shareholder of Alma Media Corporation.
 
Repurchase of own shares
 
Kai Mäkelä has previously proposed that Alma Media Corporation should initiate a program for repurchasing its own shares. According to the proposal, the AGM should authorize the Board to repurchase a maximum amount of Alma Media shares. The Board's task would then be to conduct the purchases in compliance with the legislation.
"repurchasing own shares and dividend payments are comparable. From the shareholder's point of view, share repurchases are more efficient regarding the taxation. The repurchases of own shares are particularly lucrative when the stock price is low", Mäkelä says.
 
Exchange offer for the shareholders of Talentum Oyj
 
Kai Mäkelä has proposed that the AGM of Alma Media considers the more in-depth cooperation between Alma Media Corporation and Talentum Oyj.
 
According to the the proposal by Kai Mäkelä, an exchange offer would be presented for the shareholders of Talentum Oyj. The exchange ratio should be 3:1 - with three (3) Talentum shares a shareholder would receive one (1) Alma Media share. According to Kai Mäkelä, the exchange ration can be changed in the AGM.
 
Should more than 50% of the shareholders of Talentum Oyj accept the exchange offer, Talentum Oyj will become a group Company of Alma Media. If more than 66.7% of the shareholders accept the offer, Alma Media would hold the majority of the Talentum shares and could thus control the company. For the merger of the companies, more than 90% of the Talentum shares should accept the exchange offer.
 
However, one has to bear in mind that the decision on the potential merger of Alma Media and Talentum shall be made in the separate General Meetings of the both companies.
 
"The more profound cooperation between Alma Media and Talentumin would create a strong financial media. This would create operational cost savings and a basis for improved financial result", Mr. Mäkelä says.
 
The Annual General Meeting of Alma Media Corporation will be held on 11 March 2009.
 
Further information: Kai Mäkelä, tel. +358 400 503142
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The Annual General Meeting of Alma Media to be held on 11 March 2009 shall discuss the proposals presented by Herttaässä with received amendments in the chapters 12 and 16 of the agenda. The notice to the Annual General Meeting has been published on 19 January 2009. the notice, complemented with the AGM documents, is available at Alma Media's website: www.almamedia.fi/annual_general_meeting_2009.
 
ALMA MEDIA CORPORATION
Rauno Heinonen
Vice President, Corporate Communications and Investor Relations
 
For further information, please contact
Rauno Heinonen, Vice President, Corporate Communications and Investor Relations, tel. +358 10 665 2251
 
Distribution:
NASDAQ OMX Helsinki
Principal media
 
Alma Media in brief
 
Alma Media is a profitably growing and internationally expanding company that invests in the future of newspapers and online media. Its best known products are the Aamulehti, Iltalehti, Kauppalehti and Etuovi.com.
 
Net sales in 2008 totalled EUR 341 million and the operating margin was over 14%. The company's share is listed in the Mid Cap segment of the NASDAQ OMX Helsinki. Read more at www.almamedia.com
 
  • Date: 9.3.2009, 13:00
  • News type: Stock exchange release

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