Alma Media Corporation Stock Exchange Release 13 February 2014 at 9:15 a.m. (EET)
NOTICE TO THE ORDINARY ANNUAL GENERAL MEETING OF ALMA MEDIA
Shareholders of Alma Media Corporation are invited to the Annual General Meeting (AGM), held on Thursday 20 March 2014 at 1:00 p.m. at Finlandia Hall's Veranda 2 auditorium at the address Mannerheimintie 13 e, Helsinki. Access from Mannerheimintie, door M4, and from Karamzininkatu, door K4. The reception of registered parties, the distribution of voting slips and coffee service will commence at 12:00 noon.
A. Matters on the agenda at the AGM
The following matters are on the agenda at the AGM:
Opening of the meeting
Calling the meeting to order
Election of persons to confirm the minutes and supervise the counting of votes
Recording the legal convening of the meeting
Recording the attendance at the meeting and adoption of the list of votes
Presentation of the 2013 financial statements, consolidated financial statements, Report of the Board of Directors and Auditor's Report
Presentation of the CEO's review
Adoption of the financial statements
Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that no dividend be paid for the financial year 2013. The company has no retained earnings.
Resolution on the use of the invested non-restricted equity fund
The Board of Directors proposes that the AGM decides to use EUR 76,100,000 from the invested non-restricted equity fund, complying with the company's balance sheet of 31 December 2013, to cover losses. The covering of losses improves the preconditions for distribution of profit during future financial years.
Resolution on the repayment of capital
The Board of Directors proposes that the AGM decides to distribute EUR 0.10 per share as capital repayments from the invested non-restricted equity fund. At the moment of the publication of this notice, the company has 75,486,853 shares, translating into a repayment amount of EUR 7,548,685. Capital repayments are paid to shareholders who are registered in Alma Media Corporation's shareholder register, maintained by Euroclear Finland Ltd, on the record date, 25 March 2014. The Board of Directors proposes that capital repayments be paid on 1 April 2014.
Authorising the Board of Directors to resolve capital repayment
The Board of Directors proposes that the AGM authorise the Board, at its discretion, to resolve the distribution of funds to shareholders as capital repayments from the invested non-restricted equity fund. The maximum amount of capital repayment performed on the basis of such an authorisation is EUR 0.10 per share. At the moment of the publication of this notice, the company has 75,486,853 shares, translating into a maximum repayment amount of EUR 7,548,685.
It is proposed that this authorisation remain valid until the start of the subsequent AGM, but not past 30 June 2015.
Resolution on the reduction of the share premium reserve
The Board of Directors proposes that the AGM decides to reduce the share premium fund, complying with the company balance sheet of 31 December 2013 and amounting to EUR 319,295,759, by EUR 200,000,000, and transfer the reduced amount to the company's invested non-restricted equity fund. The equity of the company consists almost entirely of restricted equity, and it is expedient for the equity structure and distribution of profits to change the structure in a way that reduces the proportion of restricted equity in total equity.
The share premium fund constitutes part of the company's restricted equity, which is why reducing the fund requires a public notice to creditors in accordance with the Limited Liability Companies Act prior to the registration of the reduction of the share premium fund.
The Board makes the decisions on all practical measures related to the reduction of the share premium fund.
Resolution on the discharge of the members of the Board of Directors and the CEO from liability
Resolution on the remuneration and travel allowances of the members of the Board of Directors
The Board of Directors' Nomination and Compensation Committee proposes that remuneration for the Board of Directors remains unchanged, with the Chairman of the Board being paid EUR 33,000, the Vice Chairman EUR 27,000, and Board members EUR 22,000 in remuneration for the year. Additionally, the Chairmen of the Board and Committees would be paid a fee of EUR 1,000, Vice Chairmen a fee of EUR 700, and members a fee of EUR 500 for those Board and Committee meetings that they attend. It is proposed that Board members' travel expenses be compensated in accordance with company travel regulations.
In accordance with a decision of the AGM, Board members acquire a number of Alma Media Corporation shares corresponding to approximately 40% of the full amount of the annual remuneration for Board members, taking into account tax deduction at source, at the public trading price. Members of the Board are obligated to arrange the acquisition of the shares within two weeks of the release of the January-March interim report or, if this is not possible because of insider trading regulations, at the earliest possible time thereafter. If it has not been possible to acquire the shares by the end of 2014 because of pending insider transactions, the remuneration will be paid in cash. Shares thus acquired may not be transferred until the recipient's membership in the Board has ended. The company is liable to pay any asset transfer taxes potentially ensuing from the acquisition of shares.
Resolution on the number of members of the Board of Directors
The Nomination and Compensation Committee proposes that seven (7) members serve on the Board of Directors.
Election of the members of the Board of Directors
The Nomination and Compensation Committee proposes that, of the current Board members, Timo Aukia, Niklas Herlin, Petri Niemisvirta, Perttu Rinta, Erkki Solja, Catharina Stackelberg-Hammarén and Harri Suutari be re-elected for the new term of office, extending until the end of the subsequent AGM. Current members' personal information and information on their positions of trust can be found on the company website at http://www.almamedia.com/investors/corporate-governance/board-of-directors/. Board member Kai Seikku has announced he will not be available as member of the Board of Directors of Alma Media Corporation.
All proposed members of the Board of Directors have given their permission for their election.
Shareholders representing more than half of the company's share capital, and the votes conferred by those shares, have announced they support the Nomination and Compensation Committee's proposal.
Resolution on the remuneration of the auditor
In accordance with the proposal of the Board of Directors' Audit Committee, the Board suggests that the auditor's fees be paid according to the invoice approved by the company.
Election of the auditor
In accordance with the proposal of the Audit Committee, the Board suggests that PricewaterhouseCoopers Oy be elected as company auditor for the 2014 financial year.
Authorising the Board of Directors to resolve the share issue
The Board of Directors proposes that the AGM authorises the Board of Directors to resolve the share issue. A maximum of 15,000,000 shares may be issued on the basis of this authorisation. The proposed maximum authorised amount represents around 20 per cent of the company's entire share capital. The share issue may be implemented by issuing new shares or transferring shares now in the possession of the company. The authorisation entitles the Board to decide on a directed share issue, which entails deviating from the pre-emption rights of shareholders. The Board can use the authorisation in one or more parts.
The Board may use the authorisation for developing the capital structure of the company, widening the ownership base, financing or realising acquisitions or other arrangements, or for other purposes decided upon by the Board. The authorisation may not, however, be used to implement incentive programmes for the management or key personnel of the company.
It is proposed that this authorisation remains valid until the subsequent AGM, but not past 30 June 2015. This authorisation cancels the share issue authorisation granted at the AGM of 14 March 2013.
Shareholder Pasi Asikainen's proposal for a matter to be discussed at the AGM
Company shareholder Pasi Asikainen has, on 4 November 2013, submitted a proposal to the Board on a matter to be discussed at the 2014 AGM.
The shareholder in question has requested the AGM to discuss and resolve the matter of moving the company's domicile to Tampere.
Closing the Meeting
B. AGM documents
The above proposals on the company's agenda and this notice to the AGM are available on the Alma Media Corporation website at http://www.almamedia.com/investors/corporate-governance/general-meeting/2014/. The financial statements, Report of the Board of Directors and Auditor's Report must be available on the company website by 27 February 2014. Proposals and other aforementioned documents will also be available at the AGM, and copies of these and this notice will be sent to shareholders upon request. The AGM minutes will be available on the above website by 3 April 2014.
C. Instructions for AGM attendees
1. Shareholder registered in the shareholder register
Each shareholder who is registered on 10 March 2014 in the shareholder register of the company, maintained by Euroclear Finland Ltd, has the right to participate in the AGM. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the company's shareholder register.
A shareholder registered in the company's shareholder register who wishes to participate in the AGM must register no later than 4.00 p.m. on 17 March 2014, by which time their registrations must have arrived at the company. Participants may register starting from 9:00 a.m. on 24 February 2014
via the company website at http://www.almamedia.com/investors/corporate-governance/general-meeting/2014/, by email at firstname.lastname@example.org
by telephone using the number +358 10 665 2220 during workdays between 9:00 a.m. and 4:00 p.m.
by fax using the number +358 10 665 2270, or
by mail at Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, 00101 Helsinki, Finland.
When registering, shareholders should provide their name, personal identification number, address and telephone number, as well as the name and personal identification number of any assistant or representative. Personal information provided by shareholders to Alma Media Corporation will only be used for processing AGM registrations and other related registrations.
The shareholder or their appointed representative or agent must be able to provide proof of their identification and/or representation rights at the AGM site.
2. Holders of nominee-registered shares
Holders of nominee-registered shares are entitled to attend the AGM based on the shares by virtue of which they would be entitled to be registered in the shareholder register, maintained by Euroclear Finland Ltd, on 10 March 2014. Participation also requires that, by 10:00 a.m. on 17 March 2014, the shareholder has been temporarily registered on the basis of these shares in the shareholder register maintained by Euroclear Finland Ltd. With regard to nominee-registered shares, this will be considered a registration in the AGM.
Holders of nominee-registered shares are advised to consult their asset manager in good time in advance to request instructions pertaining to registration in a temporary shareholder register, granting proxies, and registration in the AGM The asset manager's account manager must announce the holder of nominee-registered shares who wishes to attend the AGM for temporary registration in the company's shareholder register by the aforementioned time.
Further information is available on the Alma Media Corporation website at http://www.almamedia.com/investors/corporate-governance/general-meeting/2014/.
3. Employing a representative and proxies
Shareholders may participate in the AGM and use their rights at the meeting via a representative. Shareholder representatives must be able to produce a dated proxy, or be able to otherwise reliably prove they are entitled to represent the shareholder in question. Should a shareholder participate in the AGM via several representatives representing this shareholder's shares stored in different securities accounts, the shares by virtue of which each representative is representing the shareholder must be stated in connection with registration.
Original copies of possible proxies should be delivered to the address Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, 00101 Helsinki before the expiration of the registration period.
4. Other instructions/information
Shareholders in attendance at the AGM have the right, under subsection 25 of section 5 of the Limited Liability Companies Act, to pose questions on the matters discussed at the meeting.
On 13 February 2014, the date of the notice to the AGM, Alma Media Corporation holds 75,486,853 shares, representing an equal amount of votes.
Finlandia Hall can be reached by tram (no's 4, 7, and 10, the Finnish National Museum stop) and by buses running along Mannerheimintie. Attendees arriving by their own car can park in Töölönlahti's Q-Park Finlandia, a pay car park featuring an underground elevator link to Finlandia Hall.
Helsinki 12 February 2014
ALMA MEDIA CORPORATION
BOARD OF DIRECTORS
For more information, please contact: Mikko Korttila, General Counsel of Alma Media Corporation, secretary to the Board of Directors, tel. +358 50 593 4589
NASDAQ OMX HELSINKI, main media
Alma Media in brief
Alma Media is a media company focusing on digital services and publishing. In addition to news services, the company's products provide useful information related to lifestyle, career and business development. The services of Alma Media have expanded from Finland to the Nordic countries, the Baltics and Central Europe. The company employs 1,965 professionals (excluding distributors), of whom approximately one third work outside Finland. Alma Media's revenue in 2013 totalled approximately MEUR 300. Alma Media's share is listed on NASDAQ OMX Helsinki. Read more at www.almamedia.com.