ALMA MEDIA CORPORATION STOCK EXCHANGE RELEASE 13 JANUARY 2005, 13.45 1 (1)
ANNOUNCEMENT BY THE BOARD OF DIRECTORS
Owing to the questions and opinions expressed in public concerning Bonnier & Bonnier AB's and Proventus Industrier AB's holdings in Alma Media Corporation, Alma Media's Board of Directors wishes to bring the following to the attention of its shareholders, the stock exchange and the market:
1. The company's articles of association stipulate that if the joint aggregate holding of two or more shareholders, who form a group based on their shareholdings or by agreement, exceeds 33 1/3 per cent or 50 per cent of all shares or votes, such shareholders are required to make an offer to the other shareholders to redeem their shares. Hence, this redemption obligation would require Bonnier & Bonnier AB and Proventus Industrier AB to be in a group relationship, either by shareholding or by agreement, in which one can exercise control over the other. According to the information available to Alma Media, no such relationship exists between these companies.
2. Apart from redemption obligations under the articles of association, the provisions of Chapter 6 of the Finnish Securities Markets Act provide that a redemption obligation may also arise when two or more shareholders without a relationship of mutual control act in concert to exercise control in a listed company. However, in this case the redemption obligation arises only if the aggregate number of votes held by these companies exceeds two-thirds of the total number of votes conferred by the company's shares. The aggregate number of votes held by Bonnier & Bonnier AB and Proventus Industrier AB does not exceed this two-thirds threshold and therefore the content of any mutual relationship that may exist between the two companies is not currently relevant.
Both Bonnier & Bonnier AB and Proventus Industrier AB have informed Alma Media's Board of Directors in response to its enquiry that no agreement or other relationship exists between them that could give rise to a redemption obligation as defined by Alma Media's articles of assocation or the Securities Markets Act. The Board is monitoring the situation continuously and will take any measures necessary should the information at its disposal or conditions change.