Notice of Alma Media Corporation's AGM
ALMA MEDIA CORP. STOCK EXCH. BULLETIN 13 FEB. 2004 9.45 AM 1/4 NOTICE OF ALMA MEDIA CORPORATION'S AGM The Annual General Meeting of Alma Media Corporation will be held on Monday 8 March 2004. Meeting will consider following items: -The matters stipulated in Article 12 of the Articles of Association of the Company -Proposal of the Board of Directors to change the number of the Alma Media shares -Proposal of the Board of Directors to amend the Articles of Association with the addition of a new Article 15 -Proposal by the Board of Directors to amend Article 3 of the Articles of Association -Proposal by the Board of Directors to amend Article 6 of the Articles of Association - Authorization of the Board of Directors to resolve to issue convertible bonds NOTICE OF MEETING The Annual General Meeting of Alma Media Corporation will be held on Monday, 8 March 2004 commencing at 1.00 am, at the Savoy Theatre, Helsinki (Kasarmikatu 46-48, 00130 Helsinki). The meeting will consider the following items: 1) The matters stipulated in Article 12 of the Articles of Association of the Company 2) Proposal of the Board of Directors to change the number of the Alma Media shares The Board of Directors proposes to the Annual General Meeting that, in order to make trading in Alma Media shares easier and to improve the shares liquidity, the number of the shares be increased from 15.730.185 shares in the ratio of 1:4 into 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 3) Proposal of the Board of Directors to amend the Articles of Association with the addition of a new Article 15 The Board of Directors proposes to the Annual General Meeting 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 Companys 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. The Companys Series I share can be converted into a Series II share at the request of a shareholder or, with respect to shares 2/4 in administrative registration, at the request of the administrator registered in the book-entry register. A shareholders 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. 4) Proposal by the Board of Directors to amend Article 3 of the Articles of Association The Board of Directors proposes to the Annual General Meeting that, in order to make it possible to change the number of the shares and the voluntary conversion of the shares as described in items 2) and 3) above, Article 3, Chapter 3, be amended as follows: The Company shall have no less than fifty million (50,000,000) and no more than one hundred and sixty million (160,000,000) shares, and no more than sixty million (60,000,000) Series I shares and no more than one hundred and sixty million (160,000,000) Series II shares. This proposal will not be done in case the decision mentioned in Chapter 2) or 3) will not be done. 3/4 5) Proposal by the Board of Directors to amend Article 6 of the Articles of Association The Board of Directors proposes to the Annual General Meeting that, in accordance with the recommendation on the corporate governance of listed companies, the members of the Board of Directors be elected for one year at a time by amending Article 6, Chapter 2, as follows: The term of office of a member of the Board of Directors shall be one (1) year, ending at the close of the Annual General Meeting following his or her election. 6) Authorization of the Board of Directors to resolve to issue convertible bonds The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors -for the period of one year from the Annual General Meeting to decide issuing one or more convertible bonds in such a way that the maximum number of new Serie II shares, whose par value is 0,42 euros, in exchange for convertible bonds shall amount no more than 6.292.074, and the companys 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 - to disapply the shareholders´ pre-emptive rights to subscript the convertible bonds provided that from the company´s perspective important financial grounds exists such as development of the company´s financial or capital structure, financing of acquisitions or other development of company´s businesses. The Board of Directors may not deviate from the shareholders´ pre- emptive rights in the interests of the companys inner circle. Composition of the Board of Directors The Election Committee appointed from among the Companys principal owners to propose candidates for membership of the Board of Directors has announced that it will propose that the present Board members Bengt Braun, Matti Kavetvuo and Jonas Nyrén who are in turn for retirement from the Board, will be re-elected. Appointment of the auditor The shareholders appoint the Companys auditors for one year at a time at the Annual General Meeting. The Audit Committee of the Board of Directors has assessed the activities and independent status of the current auditors, Mauri Palvi, KHT, and KPMG Wideri Oy Ab, in 2003 and recommends that Mauri Palvi, KHT, and KPMG Wideri Oy Ab be re-elected as the Companys auditors for the financial year 2004. 4/4 Dividend payment The Board of Directors proposes that a dividend of 2,50 euros per share be paid. Shareholders who are registered in the Alma Media Corporation Share Register maintained by the Finnish Central Securities Depository Ltd no later than on 11 March 2004 are entitled to a dividend. Dividend payments will be made on 18 March 2004. Annual accounts and proposals of the Board of Directors Documents relating to the annual accounts and the proposals of the Board of Directors mentioned in items 2-6 will be on display at the Companys Head Office (Eteläesplanadi 14, Helsinki) for a period of one week before the meeting. Participation Shareholders who have registered themselves in the Companys shareholder register maintained by the Finnish Central Securities Depository Ltd no later than on 27 February 2004 may attend the Annual General Meeting. Shareholders wishing to attend must notify the Company no later than by 12.00 a.m. (Finnish time) on 4 March 2004 either in writing to Alma Media Corporation, Ms Kati Kareinen, P.O. Box 140, FIN-00101 Helsinki; or by phone +358 3 266 6831 or +358 9 507 8731, or 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, 12 February 2004 BOARD OF DIRECTORS ALMA MEDIA CORPORATION Ahti Martikainen Vice President, IR and Corporate Communications Distribution: Helsinki Stock Exchange, Principal media
- Date: 13.2.2004, 09:45
- News type: Stock exchange release
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