Decisions taken by the Annual General Meeting and Board of Directors of Alma Media

Alma Media Corporation    Stock Exchange Release      17 March 2015 at 16:45 EET


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 17 March 2015, adopted the Financial Statements for 2014 and discharged the members of the Board of Directors and the President and CEO from liability. The AGM decided that no dividend be paid for the financial year 2014 and that a capital repayment of EUR 0.12 per share be paid from the reserve for invested non-restricted equity for the financial year 2014.

In its constitutive meeting held after the AGM, the Board of Directors elected Mr Harri Suutari as Chairman of the Board.

A total of 130 shareholders representing 74.2% of all shares and votes attended the AGM.

Dividend

The AGM resolved, in accordance with the proposal by the Board of Directors that no dividend be paid for the financial year 2014. The company has no retained earnings.

The use of the invested non-restricted equity fund

The AGM resolved, in accordance with the proposal by the Board of Directors, that EUR 36,420,000 be used from the invested non-restricted equity fund, complying with the company's balance sheet of 31 December 2014, to cover losses. The covering of losses improves the preconditions for distribution of profit during future financial years.

Capital repayment

The AGM resolved, in accordance with the proposal by the Board of Directors, to distribute EUR 0.12 per share as capital repayments from the invested non-restricted equity fund. At the moment of the AGM, the company has 75,486,853 shares, translating into a repayment amount of EUR 9,058,422,36. Capital repayments are paid to shareholders who are registered in Alma Media Corporation's shareholder register, maintained by Euroclear Finland Ltd, on the record date, 19 March 2015. The Board of Directors proposes that capital repayments be paid on 26 March 2015.

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 will 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 Alma Media Corporation shares corresponding to approximately 40% of the full amount of the annual remuneration for Board members, taking into account tax deduction at source, at the public trading price. Members of the Board are obligated to arrange the acquisition of the shares within two weeks of the release of the first quarter 2015 interim report or, if this is not possible because of insider trading regulations, at the earliest possible time thereafter. If it was not possible to acquire the shares by the end of 2015 for a reason such as pending insider transactions, the remuneration shall be paid in cash. Shares acquired in this way may not be transferred until the recipient’s membership on the Board has expired. The company is liable to pay any asset transfer taxes which may arise from the acquisition of shares.

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 Niklas Herlin, Esa Lager, Petri Niemisvirta, Perttu Rinta, Erkki Solja, Catharina Stackelberg-Hammarén and Harri Suutari to the Board of Directors for the term ending at the close of the following AGM.

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 approved by the company. Authorised Public Accountants PricewaterhouseCoopers Oy was elected as the company's auditor for the 2015 financial year.

Authorisation to the Board of Directors to repurchase own shares

The AGM authorised the Board of Directors to decide on the repurchase of a maximum of 754,000 shares in one or more lots. The proposed maximum authorised quantity represents approximately one (1) per cent of the company's entire share capital. The shares shall be acquired using the company’s non-restricted shareholders’ equity through trading in a regulated market arranged by NASDAQ OMX Helsinki Oy and in accordance with its rules and instructions, which is why the acquisition is directed, that is, the shares are purchased otherwise than in proportion to shareholders’ current holdings.

The price paid for the shares shall be based on the price of the company share in the regulated market, so that the minimum price of purchased shares is the lowest market price of the share quoted in the regulated market during the term of validity of the authorisation and the maximum price, correspondingly, the highest market price quoted in the regulated market during the term of validity of the authorisation. Shares may be purchased for the purpose of improving the company’s capital structure, financing or carrying out corporate acquisitions or other arrangements, implementing incentive schemes for the management or key employees, or to be otherwise transferred or cancelled. The authorisation is valid until the following AGM; however, no longer than until 30 June 2016.

Authorisation to the Board of Directors to decide on the transfer of own shares

The AGM authorised the Board of Directors to decide on a share issue by transferring shares in possession of the company. A maximum of 754,000 shares may be issued on the basis of the authorisation. The proposed maximum authorised quantity represents approximately one per cent of the company's entire share capital. The authorisation entitles the Board to decide on a directed share issue, which entails deviating from the pre-emption rights of shareholders. The Board can use the authorisation in one or more parts. The Board of Directors may use the authorisation to implement incentive programmes for the management or key employees of the company.

The authorisation is valid until the following AGM; however, no longer than until 30 June 2016.

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 will entitle the Board to issue a maximum of 15,000,000 shares. The maximum amount of shares corresponds to approximately 20 per cent 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 entitles the Board to decide on a directed share issue, which entails deviating from the pre-emption rights of shareholders. The Board can 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 arrangements, or for other purposes decided on by the Board. The authorisation may not, however, be used to implement incentive programmes for the management or key employees of the company.

It is proposed that the authorisation be valid until the following AGM; however, no longer than until 30 June 2016. This authorisation would override the share issue authorisation granted at the AGM of 20 March 2014.

Establishing a permanent Nomination Committee

The AGM resolved, in accordance with the proposal by the Board of Directors, to establish a Shareholders’ Nomination Committee. The Nomination Committee’s duties will include preparing proposals related to the election and remuneration of Board members to the AGM. At the same time, the AGM approved the Charter of the Shareholders’ Nomination Committee.

The Shareholders’ Nomination Committee will consist of four members appointed by shareholders, and the members will elect a Chairman from among themselves. In addition, the Chairman of the Board will act as an expert member in the Nomination Committee.

In the year preceding the AGM, on the basis of shareholding on 30 September in the preceding calendar year, the Chairman of the Board will request each one of the four largest shareholders to appoint one member to the Shareholders’ Nomination Committee.

The four shareholders who are registered in the shareholder register maintained by Euroclear Finland Ltd on 30 September in the year preceding the AGM and whose share of the votes produced by all shares in the company is the greatest according to this shareholder register will have the right to nominate members that represent shareholders. Should a shareholder choose not to use the right to appoint a member, the right is transferred to the next largest shareholder in the shareholder register, who would not otherwise have the right to appoint a member.

The Nomination Committee Charter as proposed by the Board of Directors is available on the Alma Media Corporation website at www.almamedia.com/investors/corporate-governance/general-meeting/2015.

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. Perttu Rinta and Catharina Stackelberg-Hammarén were elected as members of the Audit Committee and Esa Lager as Chairman of the Committee. Esa Lager, Niklas Herlin and Erkki Solja were elected as members of the Nomination and Compensation Committee and Petri Niemisvirta as Chairman of the Committee.

Except for Perttu Rinta, Esa Lager 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. Perttu Rinta is the Deputy Chairman of the Supervisory Board of Ilkka-Yhtymä Oyj, Esa Lager a Board member 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

Rauno Heinonen
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

  • Date: 17.3.2015, 16:45
  • News type: Stock exchange release

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