Decisions taken by the Annual General Meeting and the Board of Directors of Alma Media Corporation
Alma Media Corporation Stock Exchange Release 11 March 2010 at 17.00
DECISIONS TAKEN BY THE ANNUAL GENERAL MEETING AND THE BOARD OF DIRECTORS OF ALMA MEDIA CORPORATION
The Annual General Meeting (AGM) of Alma Media Corporation adopted the financial statements for 2009 and discharged the members of the Board of Directors and the President & CEO from liability. The AGM decided to distribute a dividend of EUR 0.40 per share. A total of 194 shareholders representing 66,8% of all shares and votes attended the Annual General Meeting.
Composition of the Board of Directors
The AGM confirmed the number of Board members at seven. The current members of the Board of Directors, Lauri Helve, Seppo Paatelainen, Kai Seikku, Erkki Solja, Catharina Stackelberg-Hammarén, Kari Stadigh and Harri Suutari were re-elected as members for the Board of Directors. The term of the Board of Directors will expire at the close of the next Annual General Meeting. These resolutions were made in accordance with the proposal by the Nomination and Compensation Committee of the Board of Directors.
Remuneration of the Board of Directors
The AGM decided that the remuneration of the Board of Directors remains unchanged. The chairman of the Board shall be paid an annual fee of EUR 30,000, the vice chairman EUR 24,000 and ordinary members EUR 20,000. In addition, the chairmen of the Board and the Committees will 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. The decisions were in accordance with the proposal of the Nomination and Compensation Committee.
The annual remuneration of the members of the Board of Directors is paid in Alma Media shares up to an amount corresponding to approximately 40% of the full amount of the 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 due to a pending insider project, the full annual remuneration is paid in money.
Remuneration and election of the auditor
Authorised Public Accountant Ernst & Young Oy was re-elected as Alma Media’s auditor for the financial year 2010. The auditor’s remuneration will be paid according to invoicing.
The AGM resolved to distribute a dividend of EUR 0.40 per share for the fiscal year 2009 in accordance with the proposal of the Board of Directors. The dividend will be paid on 25 March 2010 to shareholders who are registered on the record date, 16 March 2010, in Alma Media Corporation’s shareholder register maintained by Euroclear Finland Oy.
Repurchase of the company’s own shares
The AGM resolved to authorise the Board of Directors to repurchase 3,730,600 Alma Media shares maximum (representing approximately 5% of all shares). The authorisation will be valid until the next Annual General Meeting but will expire on June 30, 2011 at the latest.
Amendment of the Articles of Association
The article regarding the invitation to a general meeting of shareholders was changed 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.”
Proposal to conduct a special audit
Oy Herttaässä Ab, that holds more than 10 % of the shares in Alma Media, proposed to the AGM that a special audit should be conducted regarding the operations of the Nomination and Compensation Committee of the Board of Directors of Alma Media Corporation during the latest five years. The AGM considered the proposal, and as the shareholding of Oy Herttaässä Ab exceeds 10%, the proposal was included in the meeting minutes. A shareholder may apply for a special audit from the County Administrative Board of the company’s domicile. The application must be done within one month after the AGM.
Constitutive meeting of the Board of Directors
In its constitutive meeting held right after the AGM, the Board of Directors elected Kari Stadigh as Chairman and Seppo Paatelainen as Deputy Chairman of the Board.
In addition, the Board of Directors appointed the members of the permanent committees. Kai Seikku, Erkki Solja, Catharina Stackelberg-Hammarén and Harri Suutari were elected as members of the Audit Committee. Harri Suutari was elected Chairman of the Committee. Kari Stadigh, Seppo Paatelainen and Lauri Helve were elected as members of the Nomination and Compensation Committee. Kari Stadigh was elected Chairman of the Nomination and Compensation Committee.
Except for Kari Stadigh, the Board of Directors has evaluated the persons elected for the Board of Directors to be independent of the company and its major shareholders. Kari Stadigh is evaluated to be independent of the company but not independent of a significant shareholder.
Mikko Korttila, General Counsel of Alma Media Corporation, was appointed secretary to the Board of Directors.
ALMA MEDIA CORPORATION
Vice President, Corporate Communications and IR
Tel. +358 10 665 2251
NASDAQ OMX Helsinki Exchange, principal media
Alma Media in brief
Alma Media is a profitable and internationally expanding company with a focus on the future of newspapers and online services. 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