Notice to the ordinary Annual General Meeting of Alma Media 2010

Alma Media Corporation   Stock exchange release   February 16, 2010 at 8:55

 

NOTICE TO THE ORDINARY ANNUAL GENERAL MEETING OF ALMA MEDIA

 

Shareholders of Alma Media Corporation are invited to the Annual General Meeting (AGM) to be held in the conference room Pörssisali of Pörssitalo, address Fabianinkatu 14, Helsinki, Finland, on Thursday, March 11, 2010 at 13:00 hrs (1:00pm) EET. The reception of registered participants and the serving of welcome coffee will commence at 12:00 noon.

 

A. Matters on the agenda

 

At the Annual General Meeting, the following matters will be considered:

 

1. Opening of the meeting

 

2. Calling the meeting to order

 

3. Election of persons to scrutinise the minutes and to supervise the counting of votes

 

4. Recording the legality of the meeting

 

5. Recording the attendance at the meeting and adoption of the list of votes

 

6. Presentation of the financial statements, the report of the Board of Directors and the Auditors’ report for the year 2009

 

– Review by the CEO

 

7. Adoption of the financial statements

 

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

 

The Board of Directors proposes that a dividend of EUR 0.40 per share be paid.  Dividends are paid to shareholders who are entered in Alma Media Corporation’s shareholder register maintained by Euroclear Finland Oy no later than the record date, March 16, 2010. Dividend payment date is March 25, 2010.

 

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

 

10. Resolution on the remuneration of the members of the Board of Directors

 

The Nomination and Compensation Committee of the Board of Directors proposes that the remuneration of the members of the Board remains unchanged and the chairman of the Board be paid an annual fee of EUR 30,000, the vice chairman EUR 24,000 and ordinary members EUR 20,000. In addition, the chairman would be paid a fee of EUR 1,000, the vice chairman EUR 700 and ordinary members EUR 500 for each Board and committee meeting they attend. Compensation for travel expenses is proposed to be paid in accordance with the company’s travel policy. It is proposed that the annual fees for the members of the Board be paid 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 2010, for example because of pending insider transactions, the full annual remuneration is paid in money.

 

11. Resolution on the number of members of the Board of Directors

 

Mr Matti Kavetvuo, a member of the Board, has notified that he will not be available for election to the Board of Directors of Alma Media.

 

The Nomination and Compensation Committee of the Board of Directors proposes to the annual general meeting that the Board should consist of seven (7) members.

 

12. Election of members of the Board of Directors

 

The Nomination and Compensation Committee of the Board of Directors proposes to the annual general meeting that the current Board members Lauri Helve, Seppo Paatelainen, Kai Seikku, Erkki Solja, Catharina Stackelberg-Hammarén, Kari Stadigh and Harri Suutari be re-elected to the Board of Directors for the term ending at the close of the following ordinary annual general meeting.

 

Shareholders representing more than half of the shares and votes in Alma Media Corporation have notified their support for the proposal presented by the Nomination and Compensation Committee.

 

13. Resolution on the remuneration of the auditor

 

In accordance with the recommendation of the Audit Committee, the Board proposes that the auditors’ fees are paid as invoiced.

 

14. Election of auditor

 

In accordance with the recommendation of the Audit Committee, the Board proposes that Authorised Public Accountants Ernst & Young Oy be elected as the company’s auditors for the 2010 financial year.

 

15. Proposal by the Board of Directors to amend the Articles of Association

 

The Board of Directors proposes that the article regarding the invitation to a general meeting of shareholders be amended due to an amendment to the Limited Liability Companies Act now in effect as follows:

 

“Article 8 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 three (3) months and not later than three (3) weeks prior to the meeting date. The invitation to a General Meeting shall, however, be delivered no later than nine (9) days before the record date for the meeting.

 

To be entitled to attend a General Meeting, a shareholder shall notify the company of his or her attendance by the date specified by the Board of Directors in the invitation to the General Meeting. The date so indicated shall not be earlier than ten (10) days prior to the meeting.”

 

 

16. Authorisation to the Board of Directors to decide on the repurchase of the company’s own shares

 

The Board of Directors proposes that the Board be authorised to repurchase a maximum of 3,730,600 of the company’s shares. The proposed number of shares represents approximately five (5) per cent of the company’s total number of shares. The shares would be repurchased at the market price in public trade on NASDAQ OMX Helsinki using the company’s non-restricted equity, which will decrease the disposable funds of the company for the distribution of profit. The price paid for the shares shall be based on the price of the company’s shares in public trade with the minimum price of the shares to be purchased being the lowest quoted market price in public trade during the validity of the authorisation and the maximum price the highest quoted market price during the validity of the authorisation. The shares can be repurchased for the purpose of developing the capital structure of the company or financing corporate acquisitions or other arrangements, or to be otherwise disposed of or cancelled. It is proposed that the authorisation be valid until the following ordinary annual general meeting, however no longer than until June 30, 2011.

 

17. Closing of the meeting

 

B. Documents of the Annual General Meeting

 

The above proposals by the Board of Directors and its committees, as well as this notice to the Annual General Meeting are available on Alma Media Corporation’s website on www.almamedia.fi/agm2010.  The financial statements, the report of the Board of Directors and the Auditors’ report will be available on the website no later than February 18, 2010. The proposals by the Board of Directors and the financial statement documents are also available at the Annual General Meeting, and copies of them as well as this notice will be sent to shareholders on request. The minutes of the Annual General Meeting are published on the company’s website from March 25, 2010.

 

C. Instructions for the participants in the Annual General Meeting

 

1. The right to participate and registration

 

Shareholders who are registered no later than March 1, 2010 in the company’s shareholders’ register maintained by Euroclear Finland Oy have the right to attend the Annual General Meeting. Shareholders with their shares entered in their book-entry accounts are registered in the company’s shareholders’ register.

 

Shareholders wishing to attend the Annual General Meeting must register with the company so that the registration will have been received by the company no later than March 8, 2010 by 16:00 hrs (4:00pm). The registration may be delivered:

 

a) through the web page www.almamedia.fi/agm2010

b) by e-mail to yhtiokokous@almamedia.fi;

c) by telephone on +358 10 665 2220;

d) by telefax on +358 10 665 2270; or

e) by letter to Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, FI-00101 Helsinki, Finland.

 

When registering, the shareholder’s name, personal identification number, address, telephone number and the name of any assistant or proxy representative the shareholder wishes to use, as well as the personal identification number of said representative, are required. The personal information of shareholders disclosed to Alma Media Corporation will be used for no other purpose than the Annual General Meeting and the necessary registrations pertaining to the meeting.

 

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, shareholders present at the Annual General Meeting have the right to request information on matters dealt with by the meeting.

 

2. Proxy representative and powers of attorney

 

Shareholders may participate in the Annual General Meeting and exercise their rights at the meeting by proxy representatives.

 

The proxy representative of a shareholder must present a dated proxy document or give other reliable proof that he/she is entitled to represent the shareholder. If the shareholder participates in the Annual General Meeting by several proxy representatives who represent the shareholder with shares on separate securities accounts, the shares with which each representative represents the shareholder shall be notified in connection with the registration.

 

Any proxy documents should be delivered as originals to the address Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, FI-00101 Helsinki, Finland before the period of registration expires.

 

3. Holders of nominee registered shares

 

Holders of nominee registered shares are requested to ask their custodian for instructions on being entered in the shareholders’ register, giving proxies and registering for participation in the Annual General Meeting well in advance. The custodian’s depositary will enter the holder of the nominee registered share wishing to participate in the Annual General Meeting in the company’s temporary shareholder register no later than March 8, 2010 at 10:00 hrs EET. More information is available on the company’s website at www.almamedia.fi/agm2010.

 

4. Other instructions and information

 

On the date of this notice to the Annual General Meeting, February 16, 2010, Alma Media Corporation has a total of 74,612,523 shares and votes.

 

Helsinki, February 16, 2010

 

ALMA MEDIA CORPORATION

BOARD OF DIRECTORS

 

For further information, please contact:

Mikko Korttila, General Counsel, Alma Media Corporation, tel. +358 50 593 4589

 

Distribution: NASDAQ OMX Helsinki Oy, principal media

 

Alma Media in brief

 

Alma Media is a profitably growing and internationally expanding company that invests in the future of newspapers and online media. Its best known products are the Aamulehti, Iltalehti, Kauppalehti and Etuovi.com.

 

Alma Media’s net sales in 2009 totalled MEUR 307.8 with an operating margin of 13.5 per cent. The company’s share (ALN1V) is listed in the NASDAX OMX Helsinki Exchange. Read more at www.almamedia.fi.