DECISIONS OF ALMA MEDIA CORPORATION’S ANNUAL GENERAL MEETING

ALMA MEDIA CORP. STOCK EXCHANGE RELEASE 19 MARCH 2002 19.00 1/4 DECISIONS OF ALMA MEDIA CORPORATION’S ANNUAL GENERAL MEETING Alma Media Corporation’s Annual General Meeting held on 19 March 2002 approved a dividend of 0.20 euros per share on the financial year 2001. The meeting also made amendments to the Articles of Association concerning adoption of the euro, removal of the nominal value of the shares, abolition of the Supervisory Board and removal of the voting restriction at general meetings. The Annual General Meeting confirmed Alma Media Corporation’s financial statements for the period 1 January – 31 December 2001 and discharged the Supervisory Board, the Board of Directors and the President and CEO from liability for the financial year. The meeting approved the Board’s proposal to pay a dividend of 0.20 euros per share on 2001. The dividend record date is 22 March 2002 and the dividend payment date is 2 April 2002. Matti Häkkinen and Kari Stadigh were re-elected to the Board of Directors for the following three-year period of office. The meeting appointed the firm of authorized public accountants KPMG Wideri Oy Ab and auditor Mauri Palvi, APA as the company’s auditors. The meeting amended articles 3,4,12,14 and 17 of the Articles of Association to read as follows: Article 3 Minimum and maximum share capital and voting rights The minimum share capital of the company shall be seventeen million (17,000,000) euros and the maximum share capital sixty-eight million (68,000,000) euros, within which limits the share capital may be raised or lowered without amending these Articles of Association. The company's shares are marked either Series I or Series II. The company shall have no less than 6,000,000 and no more than 24,000,000 Series I shares, and no less than 4,000,000 and no more than 16,000,000 Series II shares, nevertheless such that both series together shall total at most 40,000,000 shares. Holders of Series I shares shall have one vote per share and holders of Series II shares one vote per successive series of 10 shares at shareholders' meetings. Whenever the share capital is increased, holders of Series I shares shall have a pre-emptive right to subscribe for Series I shares in relation to the number of such shares they already own, and holders of Series II shares shall have a pre-emptive right to subscribe for Series II shares in relation to the number of such shares they already own, on condition that the shares in the two series are issued in the same proportion to those already existing in the company. If either new Series I shares or new Series II shares are not subscribed for by exercising pre-emptive rights, both holders of Series I shares and holders of Series II shares shall have a subordinated right to subscribe for all the shares. In this case, the preferential rights between those shareholders exercising their subordinated rights shall be determined on the basis of the numbers of Series I and Series II shares they already own. Article 4 Nominal value of the shares The company shares do not have a nominal value. Article 12 Invitation to General Meeting General Meetings shall be announced in at least three newspapers published by the company or its subsidiary or else in writing to shareholders by registered letter not earlier than two (2) months and not later than seventeen (17) days prior to the meeting. To be entitled to attend a General Meeting, a shareholder shall notify the company of his/her attendance at the place indicated in the invitation to the General Meeting no later than the date specified by the Board of Directors in the invitation to the General Meeting. The date so indicated shall not be earlier than five (5) days prior to the meeting. Article 14 Annual General Meeting The Annual General Meeting shall be held yearly no later than by the end of April on a date specified by the Board of Directors. At the meeting, the following shall be presented: 1. Financial statements, comprising the income statement, balance sheet and Board of Directors' report, 2. Auditors' report, The following shall be decided: 3. Approval of the income statement and balance sheet, 4. Measures to which the profit or loss shown in the approved balance sheet give rise, 5. Discharge from liability of the members of the Board of Directors and the President, 6. Remuneration of the members of the Board of Directors and auditors, and compensation for travel expenses, 7. Number of members on the Board of Directors and the number of auditors. The following shall be elected: 8. Members of the Board of Directors, 9. Auditors and their deputies. Article 17 Redemption of shares The following paragraph in Article 17 "If the acquisition on which the average price is calculated is denominated in a foreign currency, its equivalent in Finnish marks shall be calculated at the rate of exchange posted by the Bank of Finland seven (7) days prior to the day on which the Board of Directors notifies shareholders of the opportunity to redeem shares.ö was amended to read "If the acquisition on which the average price is calculated is denominated in a non-euro currency, its equivalent in euros shall be calculated at the euro exchange rates published by the European Central Bank seven (7) days prior to the day on which the Board of Directors notifies shareholders of the opportunity to redeem shares.ö The meeting decided to remove articles 9,10 and 15 from the Articles of Association Article 9 Supervisory Board The company shall have a Supervisory Board comprising no less than ten (10) and no more than fifteen (15) members. The members of the Supervisory Board shall serve for a period of three years. Their terms of office shall expire at the close of the third Annual General Meeting following their election, nevertheless such that one-third shall retire yearly in a manner to be decided more precisely by the Annual General Meeting. The Supervisory Board shall elect a Chairman and a Deputy Chairman from among its members, whose terms of office expire at the close of the first subsequent Annual General Meeting after their election. Neither a member of the Board of Directors nor the company’s President nor any person 67 years of age or older shall be eligible for membership on the Supervisory Board. Three (3) members of the Supervisory Board shall be elected by the company’s and its subsidiaries´ employees in compliance with the provisions of the Law on Employee Representation in Companies ((72/90). Other members of the Supervisory Board shall be elected at the Annual General Meeting. Article 10 Functions of the Supervisory Board The Supervisory Board shall supervise the administration of the company by the Board of Directors and the President. In addition, it is the function of the Supervisory Board: 1. To give its opinion to the Annual General Meeting on the financial statements and the auditors´ report, 2. To give instructions to the Board of Directors on matters which are important in a wider perspective or of fundamental significance, 3. To give to the Annual General Meeting, which shall decide on raising the share capital or on authorizing the Board of Directors to raise the share capital, or which shall decide on issuing bonds with warrants or convertible bonds, its opinion on the Report of the Board of Directors concerning significant events subsequent to the closing of the annual accounts, 4. To make a proposal to the Annual Genera Meeting on which individuals to elect members of the Board of Directors. Article 15 Voting at General Meetings All shareholders are entitled to vote at the General Meetings to the full extent of the voting rights attached to their holdings provided that no individual shareholder's holding shall exceed 1/10th of the voting rights represented at the meeting. If companies or enterprises belonging to the same group of companies, or a company outside that group of companies which if Finnish would belong to the same group of companies, and/or the pension fund or pension trust of such companies or enterprises, jointly own company shares conferring more than 1/10th of the voting rights represented at the meeting, such companies and enterprises may only exercise the votes conferred by their shares at a General Meeting to the extent of 1/10th of the voting rights represented at the meeting. Convening after the Annual General Meeting the Board of Directors elected Bengt Braun as the chairman and Kari Stadigh as the deputy chairman. ALMA MEDIA CORPORATION Ahti Martikainen VP, Corporate Communications and IR Distribution: Helsinki Stock Exchange, Principal media
  • Date: 19.3.2002, 08:00
  • News type: Stock exchange release

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