Alma Media Corporation Stock exchange release March 17, 2011 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 17, 2011, adopted the financial statements for 2010 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 0.70 per share. The AGM elected Mr Timo Aukia and Mr Petri Niemisvirta as new members for the Board of Directors. In its constitutive meeting held after the AGM, the Board of Directors elected Seppo Paatelainen as Chairman of the Board.
A total of 222 shareholders representing 76% of all shares and votes attended the Annual General Meeting.
The AGM resolved that a dividend of EUR 0.70 per share be paid on March 29, 2011 for 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. The decision was in accordance with the proposal by the Board of Directors.
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 to increase the remuneration of the members of the Board. The annual remuneration has remained unchanged since 2005. The AGM decided that the Chairman of the Board be paid an annual fee of EUR 33,000 (previously 30,000), the Deputy Chairman EUR 27,000 (24,000) and ordinary members EUR 22,000 (20,000). The meeting fees remain unchanged, as proposed by the Nomination and Compensation Committee.
Alma Media continues to pay the annual fees for the members of the Board 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 due to pending insider transactions, the full annual remuneration is paid in money.
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 seven (7).
In accordance with the proposal by the Nomination and Compensation Committee of the Board, the AGM re-elected Seppo Paatelainen, 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 annual general meeting. Timo Aukia and Petri Niemisvirta were elected as new members of the Board for the same term.
Election and remuneration 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 was elected as the company's auditors for the 2011 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 7,500,000 shares. This maximum amount of shares corresponds to approximately 10% of the total number of shares of the company. The share issue can be implemented by issuing new shares or transferring shares presently in possession of the company. The authorisation entitles the Board to decide on a directed share issue, which would entail deviating from the preemption rights of shareholders. The Board may 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 for incentive programmes for the management or key personnel of the company. The authorisation is in effect until March 17, 2013.
Authorisation to the Board of Directors to decide upon donations to good causes
The AGM authorised 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 entitles 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. The authorisation is effective until the next AGM, however no longer than June 30, 2012.
Constitutive meeting of the Board of Directors
In its constitutive meeting held right after the AGM, the Board of Directors elected Seppo Paatelainen as Chairman and Petri Niemisvirta as Deputy Chairman of the Board.
In addition, the Board of Directors appointed the members of its permanent committees. Timo Aukia, Kai Seikku, Catharina Stackelberg-Hammarén and Harri Suutari were elected as members of the Audit Committee. Harri Suutari was elected Chairman of the Committee. Seppo Paatelainen, Petri Niemisvirta and Erkki Solja were elected as members of the Nomination and Compensation Committee. Seppo Paatelainen was elected Chairman of the Nomination and Compensation Committee.
Except for Timo Aukia, Petri Niemisvirta and Seppo Paatelainen, the Board of Directors has evaluated the persons elected for the Board 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 shareholder.
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 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