Decisions of Alma Media Corporation’s Annual General Meeting

ALMA MEDIA CORPORATION  STOCK EXCHANGE RELEASE  8 MAR 2006, AT 14.00    (1/3)

 

DECISIONS OF ALMA MEDIA CORPORATION’S ANNUAL GENERAL MEETING

 

The Annual General Meeting of Alma Media Corporation decided, that the Company’s share premium fund will be reduced by 39,544,637.19 euros, and that the amount of restricted equity corresponding to the reduction, i.e. 0.53 euros per share, will be repaid to the shareholders. The AGM authorized the Board to rise the company,s share capital by at most 8,953,300 euros, corresponding at most 14 922 000 new shares to be issued. AGM decided to grant altogether 1,920,000 stock options to the managements of Alma Media Corporation and its subsidiaries and these options may be exercised to subscribe for at most 1,920,000 shares. Mr. Kai Seikku was elected as a new board member.

 

The comfirmation of financial statements

 

The AGM of Alma Media Corporation held on 8 March 2006 confirmed the financial statements of Alma Media Corporation for the period of 27 January – 31 December 2005 and the financial statements of Alma Media Group for the financial year of 1 January – 31 December 2005 and discharged the Board of Directors and the President and CEO from liability for the year.

 

Granting of stock options

 

The AGM decideded to grant stock options to the managements of Alma Media Corporation and its subsidiaries, disapplying the pre-emptive right of the shareholders. The options will be gratuitously distributed at the decision of the Board of Directors. It was proposed that the pre-emptive right of the shareholders be disapplied on the grounds that the option rights are intended to form part of the Company’s schemes for ensuring personnel’s motivation and long-term commitment to the Company.

 

Altogether 1,920,000 stock options may be granted and these may be exercised to subscribe for at most 1,920,000 shares in Alma Media Corporation with a book counter-value of 0.60 euros per share. Of the total number of stock options, 640,000 will be marked with the symbol 2006A, 640,000 with the symbol 2006B and 640,000 with the symbol 2006C.

 

The share subscription periods are:

  

For stock options 2006A: 1 April 2008 – 30 April 2010,

For stock options 2006B: 1 April 2009 – 30 April 2011 and

For stock options 2006C: 1 April 2010 – 30 April 2012.

 

The share subscription prices are:

 

For stock options 2006A: the trade volume weighted average quotation of the Alma Media Corporation share on the Helsinki Stock Exchange between 1 April and 31 May 2006, 

For stock options 2006B: the trade volume weighted average quotation of the Alma Media Corporation share on the Helsinki Stock Exchange between 1 April and 31 May 2007, and

For stock options 2006C: the trade volume weighted average quotation of the Alma Media Corporation share on the Helsinki Stock Exchange between 1 April and 31 May 2008.

 

The share subscription price of the stock options shall be reduced by the amount of the dividend and capital repayment decided after the beginning of the period for determination of the subscription price but before share subscription, as per the record date of each dividend or capital repayment. However, the share subscription price shall be at least the book counter-value of the share.

 

Authorization to rise share capital

 

The AGM authorized the Board of Directors to decide on raising one or more convertible bond loans, and/or on raising the share capital with one or more rights issues.

 

The Board proposes to the AGM that the Board be authorized to decide on raising one or more convertible loans, and/or to raise the share

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capital with one or more rights issues provided that, when converting the convertible bonds, and/or when issuing new shares, at most 14,922,000 shares may be issued with a book counter-value of 0.60 euros per share and the share capital may be raised by at most 8,953,200 euros.

 

This authorization includes the right to disapply the pre-emptive right of the shareholders provided that the Company has important financial grounds for doing so, such as financing or implementing acquisitions or other corporate transactions or motivating its personnel.

 

The authorization also includes the right to subscribe for shares in kind or on other specific conditions in the manner described in the Finnish Companies Act, and that the Board be granted the right to decide who shall be entitled to subscribe for shares, the share subscription price and the grounds for determining the subscription price,as well as the other conditions governing the subscription of shares, and the other conditions and matters pertaining to the rights issue, the granting of stock options or the raising of a convertible bond loan. The authorization remain in force until 8 March 2007.

 

Reduction of the share premium fund and repayment of the restricted equity.

 

The AGM decided, that

 

1) the Company’s share premium fund be reduced by 39,544,637.19 euros, i.e. by 0.53 euros per share, and that

 

2) the amount of restricted equity corresponding to the reduction, i.e. 0.53 euros per share, be repaid to the shareholders in proportion to their holdings.

 

The reduction of the share premium fund and the repayment of capital to the shareholders is conditional upon the Company’s receiving permission for this from the National Board of Patents and Registration of Finland in accordance with Article 5, Chapter 6 of the Finnish Companies Act. It will take an estimated 5 months to receive this permission from the decision of the AGM, should this decision be made.

 

The decision to reduce the share premium fund will take final effect from the date on which the Board of Patents and Registration of Finland grants its permission. The Board of Directors will convene immediately after this permission is received and will decide the record date and payment date for the distribution of the capital. The funds will be distributed to the shareholders who are recorded on the said record date in the Company’s shareholder register maintained by the Finnish Central Securities Depository Ltd.

 

Since none of the Company’s shares will be nullified or repurchased in conjunction with the distribution of capital, the reduction of the share premium fund and the distribution of capital will have no effect on the number of shares, the book counter-value of the shares or the number of votes. The Company’s and Group’s shareholders’ equity will be reduced by 48,498,139.95 as a result of the dividend payment, the reduction of the share premium fund and the distribution of capital. The Board of Directors will resolve on all matters concerning the reduction of the share premium fund and the repayment of capital.

                     

Composition of the Board of Directors

 

The AGM decided that the number of the members of the Board of Directors to be six members. The AGM elected the previous Board members Mr Lauri Helve, Mr Matti Häkkinen, Mr Matti Kavetvuo, Mr Kari Stadigh and Mr Harri Suutari, and Mr Kai Seikku as a new member to be members of the Board until the close of the following annual general meeting.

 

Election of the Auditors

 

The shareholders re-elected KPMG Oy Ab as the Company’s auditors for the financial year 2006.

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Dividend Payment   

 

The AGM confirmed the Board of Directors proposal of a dividend of 0.12 euros per share. The dividend will be paid to shareholders who are listed as shareholders on the record date, 13 March 2006, in the Company’s shareholder register maintained by the Finnish Central Securities Depository Ltd. The dividend payment date is 20 March 2006.

 

Organizing meeting of the Board of Directors

 

Convening after the Annual General Meeting the Board of Directors elected Kari Stadigh as the chairman and Matti Kavetvuo as the deputy chairman.

          

 

ALMA MEDIA CORPORATION

 

Ahti Martikainen

 

SVP, Corporate Communications and IR

 

DISTRIBUTION: Helsinki Exchanges, principal media

 

Alma Media is a Finnish media group that publishes newspapers, produces and distributes economic information, and maintains online marketplaces. The Group’s portfolio contains business, afternoon, regional, local and town papers. Alma Media also owns leading online marketplaces, a business that it is expanding into markets outside Finland.

 

Alma Media’s best known products are the Aamulehti, Iltalehti and Kauppalehti papers and the Etuovi.com home-buying Internet service. The Group derives about half of its net sales from media advertising and roughly 40 % from newspaper circulation revenues. Net sales in 2005 (excluding the television and radio broadcasting operation divested in 2005) amounted to MEUR 286, generating an operating margin of 13.2%. The company’s share is quoted on the Main List of the Helsinki Exchanges. More information at http://www.almamedia.fi/home.