Alma Media Corporation Stock exchange release February 15, 2012 at 10.15hrs EET
NOTICE TO THE ORDINARY ANNUAL GENERAL MEETING OF ALMA MEDIA
Shareholders of Alma Media Corporation are invited to the Annual General Meeting (AGM) to be held in the conference room Pörssisali of Pörssitalo, address Fabianinkatu 14, Helsinki, Finland, on Wednesday, March 14, 2012 at 13:00 hrs (1:00pm) EET. The reception of registered participants, distribution of voting slips and the serving of welcome coffee will commence at 12:00 noon.
A. Matters on the agenda
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the report of the Board of Directors and the Auditors' report for the year 2011
- Review by the President and CEO
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that a dividend of EUR 0.40 per share be paid. Dividends are paid to shareholders who are entered in Alma Media Corporation's shareholder register maintained by Euroclear Finland Oy no later than the record date, March 19, 2012. The Board of Directors proposes that the dividend payment date is March 26, 2012.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that the remuneration of the members of the Board remains unchanged, and the Chairman of the Board would 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.
It is proposed that the annual fees for the members of the Board be paid in Alma Media Corporation shares by acquiring for the members a number of shares corresponding to approximately 40 per cent of the full amount of the annual remuneration, and the remainder in money for taxation purposes. Shares thus acquired may not be transferred until the recipient's membership in the Board has ended. In case shares cannot have been acquired until the end of 2012, for example due to pending insider projects, the full annual remuneration is paid in money.
11. Resolution on the number of members of the Board of Director
The Nomination and Compensation Committee of the Board of Directors proposes to the Annual General Meeting that the Board should consist of seven (7) members.
12. Election of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes to the Annual General Meeting that the current Board members Seppo Paatelainen, Petri Niemisvirta, Timo Aukia, Kai Seikku, Erkki Solja, Catharina Stackelberg-Hammarén and Harri Suutari be re-elected to the Board of Directors for the term ending at the close of the following ordinary annual general meeting.
The personal details of the candidates as well as information on their positions of trust are available on the company's website at www.almamedia.fi/board_members.
13. Resolution on the remuneration of the auditor
In accordance with the recommendation of its Audit Committee, the Board of Directors proposes that the auditors' fee is paid according to the invoice.
14. Election of auditor
In accordance with the recommendation of its Audit Committee, the Board of Directors proposes that Authorised Public Accountants Ernst & Young Oy be elected as the company's auditors for the 2012 financial year.
15. Authorisation to the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors proposes that the Board be authorised to repurchase a maximum of 1,000,000 of the company's shares. The proposed number of shares represents approximately 1.4 per cent of the company's total number of shares. The shares would be repurchased at the market price in public trade on NASDAQ OMX Helsinki using the company's non-restricted equity, which will decrease the disposable funds of the company for the distribution of profit. The price paid for the shares shall be based on the price of the company's shares in public trade with the minimum price of the shares to be purchased being the lowest quoted market price in public trade during the validity of the authorisation and the maximum price the highest quoted market price during the validity of the authorisation. The shares can be repurchased for the purpose of developing the capital structure of the company, or financing or implementing of corporate acquisitions or other arrangements, or implementing of the incentive programmes for the management or key personnel of the company, or to be otherwise disposed of or cancelled. It is proposed that the authorisation be valid until the following ordinary annual general meeting, however no longer than until June 30, 2013.
16. Authorisation to the Board of Directors to decide on a share issue
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on a share issue by transferring shares presently in possession of the company. The authorisation would entitle the Board to issue a maximum of 1,000,000 shares. This proposed maximum amount of shares corresponds to approximately 1.4 per cent of the total number of shares 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 authorisation could be used to implement incentive programmes for the management or key personnel of the company.
It is proposed that the authorisation be valid until the following ordinary Annual General Meeting, however no longer than until June 30, 2013. This authorisation would not override the authorisation for share issue resolved in the Annual General Meeting held on March 17, 2011.
17. Closing of the meeting
B. Documents of the Annual General Meeting
The above proposals by the Board of Directors and its committees, as well as this notice to the Annual General Meeting are available on Alma Media Corporation's website on www.almamedia.fi/annual-general-meeting-2012. The financial statements, the report by the Board of Directors and the Auditors' report will be available on the same website no later than February 22, 2012. The proposals by the Board of Directors and the financial statement documents are also available at the Annual General Meeting, and copies of them as well as this notice will be sent to shareholders on request. The minutes of the Annual General Meeting are available on the company's website on March 28, 2012 at the latest.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
Shareholders who are registered no later than March 2, 2012 in the company's shareholders' register maintained by Euroclear Finland Oy have the right to attend the Annual General Meeting. Shareholders with their shares entered in their Finnish book-entry accounts are registered in the company's shareholders' register.
Shareholders wishing to attend the Annual General Meeting must register with the company so that the registration will have been received by the company no later than March 9, 2012 by 16:00 hrs (4:00pm). The registration may be delivered starting from February 20, 2012 at 9:00 hrs (9:00am):
a) through the web page www.almamedia.fi/annual-general-meeting-2012 or by e-mail to email@example.com
c) by telephone on +358 10 665 2220 from Monday to Friday between 9:00 - 16:00 hrs
d) by telefax on +358 10 665 2270 or
e) by letter to Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, FI-00101 Helsinki, Finland.
When registering, the shareholder's name, personal identification number, address, telephone number and the name of any assistant or proxy representative the shareholder wishes to use, as well as the personal identification number of said representative, are required. The personal information of shareholders disclosed to Alma Media Corporation will be used for no other purpose than the Annual General Meeting and the necessary registrations pertaining to the meeting.
The shareholder, his/her representative or proxy representative must prepare to prove his / her identity and /or that he/she is entitled to represent the shareholder at the venue of the Annual General Meeting.
2. Holders of nominee registered shares
Owners of nominee registered shares are entitled to participate in the Annual General Meeting based on those shares that would entitle them to be entered in the shareholder register maintained by Euroclear Finland Oy on March 2, 2012. In addition, participation in the Annual General Meeting requires that such shareholders are, based on the ownership of such shares, entered in the temporary shareholder register maintained by Euroclear Finland Oy no later than March 9, 2012 at 10:00 hrs (10:00am). For nominee registered shares, an entry in the temporary shareholder register is considered as a registration to participate in the Annual General Meeting.
Holders of nominee registered shares are requested to ask their custodian for instructions on being entered in the shareholders' register, giving proxies and registering for participation in the Annual General Meeting well in advance. The custodian's depositary will enter the holder of the nominee registered share wishing to participate in the Annual General Meeting in the company's temporary shareholder register no later than the above date and time.
More information is available on the company's website at www.almamedia.fi/annual-general-meeting-2012.
3. Proxy representative and powers of attorney
Shareholders may participate in the Annual General Meeting and exercise their rights at the meeting by proxy representatives. The proxy representative of a shareholder must present a dated proxy document or give other reliable proof that he/she is entitled to represent the shareholder. If the shareholder participates in the Annual General Meeting by several proxy representatives who represent the shareholder with shares on separate securities accounts, the shares with which each representative represents the shareholder shall be notified in connection with the registration.
Any proxy documents should be delivered as originals to the address Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, FI-00101 Helsinki, Finland before the period of registration expires.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, shareholders present at the Annual General Meeting have the right to request information on matters dealt with by the meeting.
On the date of this notice to the Annual General Meeting, February 15, 2012, Alma Media Corporation has a total of 75,486,853 shares and votes.
Helsinki, February 14, 2012
ALMA MEDIA CORPORATION
BOARD OF DIRECTORS
For further information, please contact:
Mikko Korttila, General Counsel, Secretary to the Board of Directors of Alma Media Corporation, tel. +358 50 593 4589
Distribution: NASDAQ OMX Helsinki Oy, principal media
Alma Media in brief
Alma Media is a dynamic media company whose best-known products are Aamulehti, Iltalehti, Kauppalehti and Etuovi.com. Alma Media employs approximately 3,000 professionals. The company's net sales in 2011 totalled MEUR 316.2 with an operating margin of 13.3 per cent. Alma Media's share (ALN1V) is listed in the NASDAQ OMX Helsinki Exchange. Read more at www.almamedia.fi