Decisions taken by the Annual General Meeting and the constitutive meeting of the Board of Directors of Alma Media

Alma Media Corporation   Stock exchange release   March 14, 2012 at 16:10 (EET)

DECISIONS TAKEN BY THE ANNUAL GENERAL MEETING AND THE CONSTITUTIVE MEETING OF THE BOARD OF DIRECTORS OF ALMA MEDIA

The Annual General Meeting (AGM) of Alma Media Corporation, held today on March 14, 2012, adopted the financial statements for 2011 and discharged the members of the Board of Directors and the President and CEO from liability. The AGM decided to distribute a dividend of EUR 0.40 per share. The composition on the Board of Directors remained unchanged.

A total of 113 shareholders, representing 74.3% of all shares and votes, attended the Annual General Meeting.

Dividend

The AGM resolved that a dividend of EUR 0.40 per share be paid on March 26, 2012 for shareholders who are entered in Alma Media Corporation’s shareholder register maintained by Euroclear Finland Oy no later than the record date, March 19, 2012. The decision was in accordance with the proposal by the Board of Directors.

Remuneration of the members of the Board of Directors

In accordance with the proposition by the Nomination and Compensation Committee of the Board, the AGM decided that the remuneration of the Board of Directors remains unchanged. The Chairman of the Board will be paid an annual fee of EUR 33,000, the Deputy Chairman EUR 27,000 and ordinary members EUR 22,000. In addition, the Chairmen of the Board and the Committees will be paid a fee of EUR 1,000, the Deputy Chairmen EUR 700 and ordinary members EUR 500 for each Board and committee meeting they attend.

Alma Media pays the annual fees for the members of the Board 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 2011, for example due to pending insider projects, the full annual remuneration is paid in money.

Composition of the Board of Directors

As proposed by the Nomination and Compensation Committee of the Board, the AGM confirmed the number of Board members at seven (7).

In accordance with the proposal by the Nomination and Compensation Committee of the Board, the AGM re-elected Timo Aukia, Petri Niemisvirta, Seppo Paatelainen, Kai Seikku, Erkki Solja, Catharina Stackelberg-Hammarén and Harri Suutari to the Board of Directors for the term ending at the close of the following Annual General Meeting.

Election and remuneration of the auditor

In accordance with the recommendation of the Audit Committee, the auditors’ fee was decided to be paid according to the invoice. Authorised Public Accountants Ernst & Young Oy were elected as the company’s auditors for the 2012 financial year.

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

The Annual General Meeting authorised the Board of Directors to repurchase a maximum of 1,000,000 of the company’s shares, corresponding to approximately 1.4 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 or implementing of corporate acquisitions or other arrangements, or implementing of the incentive programmes for the management or key personnel of the company, or to be otherwise disposed of or cancelled. The authorisation is valid until the following ordinary Annual General Meeting, however no longer than until June 30, 2013.

The resolution was in accordance with the proposal by the Board of Directors.

Authorisation to the Board of Directors to decide on a share issue

The Annual General Meeting authorised the Board of Directors to decide on a share issue by transferring shares presently in possession of the company. The authorisation entitles the Board to issue a maximum of 1,000,000 shares, corresponding to approximately 1.4 per cent of the total number of shares of the company. The authorisation entitles the Board to decide on a directed share issue, which would entail deviating from the pre-emption rights of shareholders. The Board may use the authorisation in one or more parts. The authorisation may be used to implement incentive programmes for the management or key personnel of the company.

The authorisation is valid until the following ordinary Annual General Meeting, however no longer than until June 30, 2013. This authorisation does not override the authorisation for share issue resolved in the Annual General Meeting held on March 17, 2011. 

The resolution was in accordance with the proposal by the Board of Directors.

Constitutive meeting of the Board of Directors

In its constitutive meeting held right after the AGM, the Board of Directors elected Seppo Paatelainen as Chairman and Petri Niemisvirta as Deputy Chairman of the Board.

In addition, the Board of Directors appointed the members of its permanent committees. Timo Aukia, Kai Seikku, Catharina Stackelberg-Hammarén and Harri Suutari were elected as members of the Audit Committee. Harri Suutari was elected Chairman of the Committee. Petri Niemisvirta, Seppo Paatelainen and Erkki Solja were elected as members of the Nomination and Compensation Committee. Seppo Paatelainen was elected Chairman of the Nomination and Compensation Committee.

Except for Timo Aukia, Petri Niemisvirta and Seppo Paatelainen, the Board of Directors has evaluated the persons elected for the Board of Directors to be independent of the company and its major shareholders. The aforementioned members are evaluated to be independent of the company but not independent of its significant shareholders.

Mikko Korttila, General Counsel of Alma Media Corporation, was appointed secretary to the Board of Directors.

ALMA MEDIA CORPORATION
Rauno Heinonen
Vice President, Communications and IR

For further information, please contact:
Rauno Heinonen, Vice President, Communications and IR, tel. +358 10 665 2251

Distribution: NASDAQ OMX Helsinki Oy, principal media

Alma Media in brief

Alma Media is a dynamic media company whose best-known products are Aamulehti, Iltalehti, Kauppalehti and Etuovi.com. Alma Media employs approximately 3,000 professionals. The company’s net sales in 2011 totalled MEUR 316.2 with an operating margin of 13.3 per cent. Alma Media’s share (ALN1V) is listed in the NASDAQ OMX Helsinki Exchange. Read more at www.almamedia.fi

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