Alma Media Corporation Stock Exchange Release March 14, 2013 at 16:30
DECISIONS TAKEN BY THE ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS OF ALMA MEDIA
The Annual General Meeting (AGM) of Alma Media Corporation, held today on March 14, 2013, adopted the Financial Statements for 2012 and discharged the members of the Board of Directors and the President and CEO from liability. The AGM decided to distribute a dividend of EUR 0.10 per share. The AGM elected Mr Perttu Rinta and Mr Niklas Herlin as new members for the Board of Directors. In its constitutive meeting held after the AGM, the Board of Directors elected Harri Suutari as Chairman of the Board.
A total of 146 shareholders representing 74.3% of all shares and votes attended the AGM.
The AGM resolved, in accordance with the proposal by the Board of Directors, that a dividend of EUR 0.10 per share be paid on March 26, 2013 for shareholders who are entered in Alma Media Corporation's shareholder register maintained by Euroclear Finland Oy no later than the record date, March 19, 2013. The decision was in accordance with the proposal by the Board of Directors.
Reduction of the share premium fund
The AGM resolved, in accordance with the proposal by the Board of Directors, to reduce the share premium fund shown on the balance sheet December 31, 2012, EUR 419,295,759, by a total of EUR 100,000,000, which will be transferred to the company's invested non-restricted equity fund. The equity of the company consists only 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 of Directors will decide upon all practicalities relating to the reduction of the share premium fund.
Remuneration of the members of the Board of Directors
In accordance with the proposition by the Nomination and Compensation Committee of the Board, the AGM decided that the remuneration of the Board of Directors remains unchanged. The Chairman of the Board will be paid an annual fee of EUR 33,000, the Vice Chairman EUR 27,000 and ordinary members EUR 22,000. Additionally, the Chairmen of the Board and the Committees would be paid a fee of EUR 1,000, the Vice Chairmen EUR 700 and ordinary members EUR 500 for each Board and Committee meeting they attend. Compensation for travel expenses is proposed to be paid in accordance with the company's travel policy.
The members of the Board shall acquire a number of shares corresponding to approximately 40% of the full amount of the annual remuneration at the public trading price in the market. Members of the Board are obliged to acquire the said shares within two weeks of the publication of the Interim Report for January-March 2013, or, in case this is not possible because of insider transaction regulations, on the first possible date thereafter. In case shares cannot have been acquired until the end of 2013, for example because of pending insider transactions, the full annual remuneration is paid in money. Shares thus acquired may not be transferred until the recipient's membership in the Board has ended.
Composition of the Board of Directors
As proposed by the Nomination and Compensation Committee of the Board, the AGM confirmed the number of Board members at eight (8).
In accordance with the proposal by the Nomination and Compensation Committee of the Board, the AGM re-elected Timo Aukia, Petri Niemisvirta, Kai Seikku, Erkki Solja, Catharina Stackelberg-Hammarén and Harri Suutari to the Board of Directors for the term ending at the close of the following AGM. Perttu Rinta and Niklas Herlin were elected as new members of the Board for the same term.
Remuneration and election of the auditor
In accordance with the recommendation of the Audit Committee, the auditors' fee was decided to be paid according to the invoice, which will be based on the agreed charging criteria. Authorised Public Accountants Ernst & Young Oy were elected as the company's auditors for the 2013 financial year.
Authorisation to the Board of Directors to decide on a share issue
The AGM authorised the Board of Directors to decide on a share issue. The authorisation would entitle the Board to issue a maximum of 15,000,000 shares. This proposed maximum amount of shares corresponds to approximately 20% of the total number of shares of the company. The share issue may be implemented by issuing new shares or transferring shares now in possession of the company. The authorisation would entitle the Board to decide on a directed share issue, which would entail deviating from the pre-emption rights of shareholders. The Board could 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 realizing acquisitions or other similar 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. The authorisation is valid until the following ordinary AGM, however no longer than until June 30, 2014.
Constitutive meeting of the Board of Directors
In its constitutive meeting held right after the AGM, the Board of Directors elected Harri Suutari as Chairman and Petri Niemisvirta as Deputy Chairman of the Board.
In addition, the Board of Directors appointed the members of its permanent committees. Catharina Stackelberg-Hammarén, Perttu Rinta and Kai Seikku were elected as members of the Audit Committee. Kai Seikku was elected Chairman of the Committee. Petri Niemisvirta, Erkki Solja and Timo Aukia were elected as members of the Nomination and Compensation Committee. Timo Aukia was elected Chairman of the Nomination and Compensation Committee.
Except for Timo Aukia, Perttu Rinta and Niklas Herlin, the Board of Directors has evaluated the persons elected for the Board of Directors to be independent of the company and its major shareholders. The aforementioned members are evaluated to be independent of the company but not independent of its significant shareholders. Timo Aukia is the Vice Chairman of the Board of Ilkka Yhtymä Oyj, Perttu Rinta the Deputy Chairman of the Supervisory Board of Ilkka-Yhtymä Oyj and Niklas Herlin the Chairman of the Board of Mariatorp Oy.
Mikko Korttila, General Counsel of Alma Media Corporation, was appointed secretary to the Board of Directors.
ALMA MEDIA CORPORATION
Vice President, Communications and IR
For further information, please contact:
Rauno Heinonen, Vice President, Communications and IR, tel. +358 10 665 2251
Distribution: 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 approximately 1,900 professionals (without distributors), of which over 20% work outside Finland. Alma Media's revenue in 2012 totalled approximately MEUR 320. Alma Media's share is listed in the NASDAQ OMX Helsinki. Read more at www.almamedia.com.