Alma Media Corporation Stock Exchange Release February 15, 2013 at 9:15 AM (EET)
NOTICE TO THE ORDINARY ANNUAL GENERAL MEETING OF ALMA MEDIA
Shareholders of Alma Media Corporation are invited to the Annual General Meeting to be held in Conference Hall A of The Finlandia Hall, address Mannerheimintie 13 e, Helsinki, Finland, on Thursday, March 14, 2013 at 13:00hrs (1:00pm) EET. Entrances from Mannerheimintie, door M1 and from Karamzininkatu, door K1. The reception of registered participants, the 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 2012
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, the payment of dividend, as well as a reduction of the share premium fund and transferring funds to the invested non-restricted equity fund
8.1 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 0.10 per share be paid for the financial year 2012. Dividends are paid to shareholders who are entered in Alma Media Corporation's shareholder register maintained by Euroclear Finland Oy on the record date, March 19, 2013. The Board of Directors proposes that the dividend payment date is March 26, 2013.
8.2 Resolution on a reduction of the share premium fund and transferring funds to the invested non-restricted equity fund
The Board of Directors proposes that the Annual General Meeting decide to reduction 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 would 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.
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.
The members of the Board shall, as decided by the Annual General Meeting, 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.
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 eight (8) 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 Timo Aukia, Petri Niemisvirta, 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 present members of the Board as well as information on their positions of trust are available on the company's website at www.almamedia.fi/board_members. Board member Seppo Paatelainen has notified that he will not be available for election to the Board of Directors of Alma Media Corporation.
In addition, the Committee proposes that Mr Perttu Rinta, Managing Director of Suur-Savon Sähkö Oy, and Niklas Herlin, publisher, be elected as new members of the Board for the said term. The personal details of the new candidates as well as information on their positions of trust are available on the company's website at http://www.almamedia.com/investors/corporate-governance/general-meeting/2013/. All proposed candidates have given their consent to the election.
Shareholders representing more than half of Alma Media shares and voting rights have notified that they support the proposal by the Nomination and Compensation Committee.
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 2013 financial year.
15. 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. The proposed 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 realising 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.
It is proposed that the authorisation be valid until the following ordinary Annual General Meeting, however no longer than until June 30, 2014. This authorisation would override the authorisations for share issues resolved in the Annual General Meetings held on March 17, 2011 and March 14, 2012.
Proposal of the company's shareholder Pasi Asikainen of an issue to be resolved in the Annual General Meeting
Alma Media Corporation's shareholder Pasi Asikainen has made a proposal for the Board of Directors of the company on December 11, 2012 to be resolved in the Annual General Meeting 2013.
The shareholder has requested the Annual General Meeting to consider and make a decision on returning Tampere as the domicile of the company.
17. Closing of the meeting
B. Documents of the Annual General Meeting
The above proposals on the agenda of the Annual General Meeting, 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-2013. The financial statements, the annual review and the auditors' report will be available on the same website no later than February 21, 2013. The proposals and other aforementioned documents will also be 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 will be available on the company's website no later than on March 28, 2013.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholder register
Shareholders who are registered no later than March 4, 2013 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.
Registered 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 11, 2013 by 16:00 hrs (4:00pm). The registration may be delivered starting from February 19, 2013, at 9.00 am EET:
a) through the web page www.almamedia.fi/annual-general-meeting-2013 or by email to firstname.lastname@example.org
b) by telephone on +358 10 665 2220 from Monday to Friday between 9:00 - 16:00 hrs
c) by telefax on +358 10 665 2270 or
d) 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 4, 2013. 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 11, 2013 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-2013.
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, 2013, Alma Media Corporation has a total of 75,486,853 shares and votes.
The meeting venue, Finlandia Hall, can be reached by tram (services 4, 7 and 10, stop Suomen kansallismuseo) and by all bus services through Mannerheimintie. Participants arriving with their own cars may park, for a fee, in the parking garage Q-Park Finlandia, from which there is an underground lift connection to the Finlandia Hall.
Helsinki, February 14, 2013
ALMA MEDIA CORPORATION
BOARD OF DIRECTORS
For more information, please contact:
Mikko Korttila, General Counsel, Secretary to the Board of Directors of Alma Media Corporation, tel. +358 50 593 4589
NASDAQ OMX Helsinki Stock Exchange
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 2,800 professionals, 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.