Alma Media Corporation Stock exchange release February 16, 2011 at 17:00 hrs
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 Thursday, March 17, 2011 at 13:00 hrs (1:00pm) EET. The reception of registered participants 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 2010
- 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 0.70 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 22, 2011. Dividend payment date is March 29, 2011.
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 will be increased since the remuneration has remained unchanged since 2005. The Board proposes that the Chairman of the Board be paid an annual fee of EUR 33,000 (currently 30,000), the Deputy Chairman EUR 27,000 (24,000) and ordinary members EUR 22,000 (20,000). Instead, the meeting fees would remain unchanged. The Chairman would be paid a fee of EUR 1,000, the Deputy Chairman 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% 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 2011, for example because of pending insider transactions, 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
Mr Lauri Helve and Mr Kari Stadigh, both members of the Board, have notified that they will not be available for election to the Board of Directors of Alma Media Corporation.
The Nomination and Compensation Committee of the Board of Directors proposes to the Annual General Meeting that the current Board members Seppo Paatelainen, 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 current Board members as well as information on their positions of trust are available on the Alma Media website at www.almamedia.fi/board_members.
In addition, the Nomination and Compensation Committee proposes that Mr Timo Aukia, Managing Director of Timo Aukia Oy, and Mr Petri Niemisvirta, Managing Director of Mandatum Life Insurance Company Limited, be elected as new members of the Board for the same term. The aforementioned candidates have given their consent to the election. The personal details of the new candidates as well as information on their positions of trust are available on the Alma Media website at www.almamedia.fi/agm_2011.
Shareholders representing more than half of the shares and votes in Alma Media Corporation have notified their support for the proposal presented by the Nomination and Compensation Committee.
13. Resolution on the remuneration of the auditor
In accordance with the recommendation of the Audit Committee, the Board proposes that the auditors' fee is paid according to the invoice which is based on the agreed charging criteria.
14. Election of auditor
In accordance with the recommendation of the Audit Committee, the Board proposes that Authorised Public Accountants Ernst & Young Oy be elected as the company's auditors for the 2011 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 authorisation would entitle the Board to issue a maximum of 7,500,000 shares. This proposed maximum amount of shares corresponds to approximately 10% of the total number of shares of the company. The share issue could be implemented by issuing new shares or transferring shares presently in possession of the company. The authorisation would entitle the Board to decide on a directed share issue, which would entail deviating from the preemption rights of shareholders. The Board could use the authorisation in one or more parts.
The Board could 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 could not, however, be used for incentive programmes for the management or key personnel of the company.
It is proposed that the authorisation be effective until March 17, 2016.
16. Authorisation to the Board of Directors to decide upon donations to good causes
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on a donation of no more than 150,000 euro to universities for supporting sciences and art. The authorisation would entitle the Board to make a more detailed decision on whether the sum is donated to one or more universities, as well as on other terms and conditions of the donation. It is proposed that this authorisation be effective until the next Annual General Meeting, however no longer than June 30, 2012.
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/agm_2011. 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 24, 2011. 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 published on the company's website from March 31, 2011.
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 7, 2011 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 14, 2011 by 16:00 hrs (4:00pm). The registration may be delivered starting from February 21, 2011 at 9:00 hrs (9:00am):
a) through the web page www.almamedia.fi/agm_2011;
b) by e-mail to firstname.lastname@example.org;
c) by telephone on +358 10 665 2220;
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.
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 Oy on March 7, 2011. 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 Oy no later than March 14, 2011 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/agm_2011.
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 16, 2011, Alma Media Corporation has a total of 75,052,523 shares and votes.
Helsinki, February 15, 2011
ALMA MEDIA CORPORATION
BOARD OF DIRECTORS
For further information, please contact:
Mikko Korttila, General Counsel, 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 2,800 professionals. The company's net sales in 2010 totalled MEUR 311.4 with an operating margin of 13.9 per cent. Alma Media's share (ALN1V) is listed in the NASDAQ OMX Helsinki Exchange. Read more at www.almamedia.fi