AAMULEHTI CORPORATION’S EXTRAORDINARY SHAREHOLDERS’ MEETING

AAMULEHTI CORP. STOCK EXCHANGE RELEASE 18.6.1997, at 7.00 pm. 1/2 AAMULEHTI CORPORATION’S EXTRAORDINARY SHAREHOLDERS’ MEETING An Extraordinary Shareholders’ Meeting of Aamulehti Corporatio approved the merger agreement calling for the merger of Aamulehti Corporation and MTV Oy though the formation of a new company named Alma Media Oyj. The Meeting elected the Supervisory Board, Board of Directors and auditors for the new company. An Extraordinary Shareholders’ Meeting of Aamulehti Corporation today approved the merger agreement previously approved by the Boards of Directors of Aamulehti Corporation and MTV Oy together with the attached Articles of Association of the new company. An Extraordinary Shareholders’ Meeting of MTV Oy, held earlier today, likewise approved the merger agreement and its attachments and elected persons to the Supervisory Board. According to the approved merger agreement Aamulehti Corporation and MTV Oy will merge to form a new company, Alma Media Oyj, which will take over the liabilities and commitments of the two companies in exchange for shares in the new company. The merger will take effect when permission to implement the merger is received, and when this permission and the formation of the new company are registered in the Trade Register. To come into effect the merger also requires that all the operating licences governing the existing operations of the two merging companies are extended and that all other official permits required by the merger are granted. The aim is to register the new company on 31 March 1998 and for trading in the new company’s shares to start on the Helsinki Stock Exchange on 1 April 1998. Under the terms of the merger agreement 15 persons will be elected to the Supervisory Board of Alma Media Oyj: seven (7) by Aamulehti Corporation shareholders, five (5) by MTV Oy shareholders, two (2) by Aamulehti Corporation personnel and one (1) by MTV Oy personnel. The Extraordinary Shareholders’ Meeting of Aamulehti Corporation elected the following to the Supervisory Board of Alma Media Oyj for a three-year term of office expected to commence on 1 April 1998: Asmo Kalpala, Jonas Nyrén and Jukka Rantala; for a two-year period of office Jarmo Raveala and Dr h.c. Arjo Anttila; and for a one-year term of office Antero Siljola and Jukka Koivisto. The Extraordinary Shareholders’ Meeting of MTV Oy elected the following to the Supervisory Board of Alma Media Oyj for a three- year term of office expected to commence on 1 April 1998: Matti Kavetvuo; for a two-year term of office Ari Heiniö and Paavo Pitkänen; and for a one-year term of office Matti Ahde and Arto Liinpää. In addition to the above, Aamulehti Corporation personnel appointed to the Supervisory Board Asko Haapaniemi and Kari Asikainen. MTV Oy’s personnel appointed Vesa Kallionpää as their representative on the Supervisory Board. The following were elected to constitute the first Board of Directors of Alma Media Oyj: Pekka Ala-Pietilä, Pirkko Alitalo, Bengt Braun, Matti Häkkinen, Pentti Kivinen, Björn Mattsson and Olli Reenpää. Messrs Alitalo, Braun and Mattsson were elected for a three-year term of office, Ala-Pietilä and Reenpää for a two- year term, and Häkkinen and Kivinen for a one-year term. The Board of Directors will elect from among their members a chairman and deputy chairman. In the merger agreement it is proposed that the Board elect Björn Mattsson as its chairman and Bengt Braun as its deputy chairman. It is further proposed that Matti Packalén be appointed the President and CEO of Alma Media Oyj and that Eero Pilkama be appointed its Executive Vice President and deputy to the CEO. The Meeting elected the firm of authorized public accountants KPMG Wideri Oy Ab and SVH Coopers & Lybrand Oy as the auditors of Alma Media Oyj until the Annual General Meeting in spring 1999. AAMULEHTI CORPORATION Ahti Martikainen Vice President, Corporate Communications Distribution: Helsinki Stock Exchange Principal media
  • Date: 18.6.1997, 08:00
  • News type: Stock exchange release

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