ALMA MEDIA CORPORATION STOCK EXCHANGE RELEASE 13 JANUARY 2005, 15.00 1 (2)
ALMA MEDIA CONVENES EXTRAORDINARY GENERAL MEETING FOR 31 JANUARY 2005
The review of the television broadcasting business initiated by Alma Media Corporation in autumn 2004 has progressed according to the plan. The company's Board of Directors is asking authorization to the sale of its Broadcasting division or participate in other measures related to restructuring of the television sector. The company's Board of Directors has received a number of offers, based on which it is continuing negotiations. The Board will convene an Extraordinary General Meeting of shareholders on 31 January 2005 to decide on the authorization to sell the Broadcasting division or to participate in other measures related to the restructuring of the broadcasting sector. The EGM will also decide on the amendment of the objects provision of the Articles of Association.
On 22 December 2004 Alma Media Corporation announced that it has been actively investigating the various options for its involvement in restructuring of the broadcasting sector, with the aim of maximising shareholders value. Based on these investigations and offers received, Alma Media Corporation's Board of Directors has today decided to convene an Extraordinary General Meeting of shareholders to decide on authorization to the Board of the Directors to divest the company's Broadcasting division either in whole or in part or participate in other measures in general restructuring of this sector. The Board also proposes the amendment of the objects provision of the Articles of Association.
The EGM will be held in Helsinki on 31 January 2005. The company will publish the material and proposals to be presented at the meeting no later than 7 days before the meeting.
ALMA MEDIA CORPORATION
Vice President, Corporate Communications and Investor Relations
Distribution: Helsinki Exchanges, principal media
NOTICE OF EXTRAORDINARY GENERAL MEETING
As described in the Stock Exchange Release published on 22 December 2005, the Board of Directors of Alma Media Corporation has been actively examining the various options for its involvement in any restructuring of the television sector that would ensure that the interests of all Alma Media's shareholders are taken into account as well as possible. The Company is currently negotiating the restructuring of the Broadcasting division. Accordingly, the shareholders of Alma Media Corporation are hereby convened to an extraorinary general meeting of shareholders to be held on Monday, 31 January 2005 commencing at 10.00 am at Tapahtumatalo Rex, address Mannerheimintie 22-24, 00100 Helsinki, to consider and decide on the following motions of the Board of Directors:
1. the amendment of Article 2 of the Articles of Association of the Company (Field of business of the company) so that the Company can engage in television and radio broadcasting and that the Company may also engage in this business through associated companies, and
2. authorize the Board of Directors to decide on the sale of the Broadcasting-division either in full or in part for consideration paid in cash or to participate in the restructuring of the broadcasting sector so that Broadcasting-division will be sold in full or in part for share consideration.
Proposals of the Board of Directors
The proposals of the Board of Directors will be on display from Monday 24 January 2005 at the Company's Head Office (Eteläesplanadi 14, Helsinki) and will be sent to shareholders upon request either in writing to Alma Media Corporation, Ms Kati Kareinen, P.O. Box 140, FIN-00101 Helsinki; or by phone +358 9 507 8731, or by telefax +358 9 507 8774, or by e-mail to firstname.lastname@example.org, and will be published on 24 January 2005 on the webpages www.almamedia.fi and by Stock Exchange Release.
Shareholders who have registered themselves in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd no later than on 21 January 2005 may attend the Extraordinary General Meeting.
Shareholders wishing to attend must notify the Company no later than by 12.00 a.m. (Finnish time) on 27 January 2005 either in writing to Alma Media Corporation, Ms Kati Kareinen, P.O. Box 140, FIN-00101 Helsinki; or by phone to +358 9 507 8731 or to +358 9 507 8776, by telefax +358 9 507 8774, or by e-mail to email@example.com.
Letters of authorization should arrive at the above address before the period of notification expires.
Helsinki, 13 January 2005
BOARD OF DIRECTORS