Notice to the Annual General Meeting of Alma Media

Alma Media Corporation         Notice to Annual General Meeting        17 February 2021 at 8.15 a.m.

NOTICE TO THE ANNUAL GENERAL MEETING OF ALMA MEDIA

Shareholders of Alma Media Corporation are invited to the Annual General Meeting (AGM) to be held in the Kämp Symposion meeting room at the address Pohjoisesplanadi 29, FI-00100, Helsinki, Finland, on 24 March 2021 at 12:00 noon EET. The company’s shareholders and their representatives may attend the meeting and exercise their shareholder rights only by voting in advance and by submitting counter-proposals and questions in advance. Instructions for shareholders can be found in Part C Instructions to the participants of the AGM of this invitation. It is not possible to attend the meeting on site. 

The company’s Board of Directors has decided on an exceptional meeting procedure on the basis of a temporary derogation from the Finnish Limited Liability Companies Act (677/2020), entered into force on 3 October 2020. In order to limit the spreading of the COVID-19 pandemic, the company has decided to take the steps permitted by the temporary legislation to hold the Annual General Meeting in a manner taking into account the health and safety of shareholders, company employees and other stakeholders.

It is possible for shareholders to follow the Annual General Meeting via web stream at www.almamedia.fi/en/general-meeting/2021. It is not possible to ask questions or vote via the web stream, and shareholders following the web stream will not be considered as in attendance at the Annual General Meeting unless they have voted in advance.

 

A. Matters on the agenda at the AGM 

The following matters will be considered at the Annual General Meeting: 

1. Opening of the meeting 

2. Calling the meeting to order 

Mr Carl-Henrik Wallin, Attorney-at-Law, will chair the meeting. If, for weighty reasons, Mr Wallin does not have the opportunity to serve as a Chair, the Board of Directors shall appoint the person they deem best to chair. 

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

Mr Toni Kuosmanen, Attorney-at-Law, will act as the auditor of the minutes and the supervisor of the counting of votes. If, for weighty reasons, Mr Kuosmanen does not have the opportunity to act as an auditor of the minutes and supervisor of the counting of votes, the Board of Directors shall appoint the person they deem best as the auditor of the minutes and supervisor of 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 

Shareholders who have voted in advance during the advance voting period and who have the right to participate in the Annual General Meeting pursuant to Chapter 5, Sections 6 and 6a of the Finnish Limited Liability Companies Act are considered to be shareholders participating in the meeting. 

6. Presentation of the 2020 Financial Statements, the Report by the Board of Directors and the Auditors’ Report

The CEO’s review is presented to shareholders via the Annual General Meeting web stream.

As the Annual General Meeting can only be attended by advance voting, the annual report published by the company on 25 February 2021, including the company’s financial statements and the Report of the Board of Directors and the auditor’s report, is available on the company’s website and is deemed to have been submitted to the AGM.

7. Adoption of the Financial Statements 

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

The Board of Directors proposes that a dividend of EUR 0.30 per share be paid for the financial year 2020. The dividend shall be paid to shareholders who are registered in Alma Media Corporation’s shareholder register, maintained by Euroclear Finland Ltd, on the record date of the payment, 26 March 2021. The Board of Directors proposes a dividend payment date of 6 April 2021.

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability for the financial period 1 January–31 December 2020

10. Discussion of the Remuneration Report of the governing bodies
As the Annual General Meeting can only be attended by advance voting, the remuneration report published by the company on 25 February 2021 is also deemed to have been submitted to the AGM.

11. Deciding on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Committee proposes that the remuneration of the Board of Directors be kept unchanged, and that the following annual remuneration be paid to the members of the Board of Directors to be elected at the Annual General Meeting for the term of office ending at the close of the Annual General Meeting 2022: to the Chairman of the Board of Directors, EUR 62,500 per year; to the Vice Chairman, EUR 40,000 per year, and to members EUR 32,500 per year.

In addition, the Chair of the Board of Directors and the Chair of the Audit Committee would be paid a fee of EUR 1,500, the Chair of the Nomination and Compensation Committee a fee of EUR 1,000, the Deputy Chairs of the committees a fee of EUR 700 and members a fee of EUR 500 for those Board and Committee meetings that they attend. It is proposed that the travel expenses of Board members be compensated in accordance with the company travel regulations.

It is proposed that the above-mentioned attendance fee for each meeting be

• doubled for (i) members living outside Finland in Europe or (ii) meetings held outside Finland in Europe; and
• tripled for (i) members resident outside Europe or (ii) meetings held outside Europe.

The members of the Board shall, as decided by the Annual General Meeting, acquire a number of Alma Media Corporation shares corresponding to approximately 40 per cent of the full amount of the annual remuneration for Board members, taking into account tax deduction at source, at the trading price on the regulated market arranged by the Helsinki Stock Exchange. Members of the Board are required to arrange the acquisition of the shares within two weeks of the release of the first quarter 2021 interim report or, if this is not possible due to insider trading regulations, as soon as possible thereafter. If it is not possible to acquire the shares by the end of 2021 for a reason such as pending insider transactions, the annual remuneration shall be paid in cash. Shares acquired in this way cannot be transferred until the recipient’s membership on the Board has ended. The company is liable to pay any asset transfer taxes which may arise from the acquisition of shares.

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

The Shareholders’ Nomination Committee proposes that six (6) members serve on the Board of Directors.

13. Election of the members of the Board of Directors

The Shareholders’ Nomination Committee proposes that the current Board members be re-elected for the new term of office, extending until the end of the next Annual General Meeting: Peter Immonen, Esa Lager, Alexander Lindholm, Petri Niemisvirta, Jorma Ollila and Catharina Stackelberg-Hammarén. The Nomination Committee further proposes that Jorma Ollila serve as the Chair of the Board of Directors and Petri Niemisvirta serve as the Vice Chair.

Of the current Board members, Päivi Rekonen has announced that she is no longer available to serve as a member of the Board of Directors of Alma Media Corporation.

All the proposed Board members are assessed to be independent of the company. The members of the Board, with the exception of Peter Immonen, Esa Lager, Alexander Lindholm and Jorma Ollila, are also assessed to be independent of the company’s significant shareholders. The proposed Board members are assessed to be dependent on the company’s significant shareholders based on the following grounds: Peter Immonen is a member of the Board of Mariatorp Oy, Esa Lager is a member of the Board of Ilkka-Yhtymä Oyj, Alexander Lindholm is the CEO of Otava Group and Jorma Ollila has been a member of the Board of Otava Ltd. for ten consecutive years in 2019 (a relationship with a significant shareholder pursuant to subsection j) of Recommendation 10 of the Corporate Governance Code).

The personal details of the current members of the Board and information on their positions of trust can be found at http://www.almamedia.fi/en/investors/governance/board-of-directors.

All the proposed members of the Board of Directors have given their permission for their election.

Shareholders representing more than half of Alma Media’s shares and voting rights have indicated that they support the Shareholders’ Nomination Committee’s proposal.

14. Resolution on the number of auditors

In accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the Annual General Meeting elect one company auditor for the 2021 financial year.

15. Resolution on the remuneration of the auditor

In accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the auditor’s fees be paid according to the invoice approved by the company.

16. Election of the auditor

In accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the auditing firm PricewaterhouseCoopers Oy be elected as the company’s auditor for the 2021 financial year. PricewaterhouseCoopers Oy has confirmed that Niina Vilske, APA, would serve as the principal auditor.

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

The Board of Directors proposes that the AGM decides to amend Article 8 of the Articles of Association so that the company could publish an invitation to the Annual General Meeting in at least one widely read media or on the company’s website or by delivering a registered letter to shareholders. The first paragraph of Article 8 of the Articles of Association is proposed to be amended to read as follows:

“General meetings shall be announced in at least one of the widely read media, or on the company website, or else in writing to shareholders by registered letter no earlier than three (3) months and no later than three (3) weeks prior to the meeting date. The invitation to the General Meeting shall, however, be delivered no later than nine (9) days before the record date for the meeting.”

18. Authorisation to the Board of Directors to repurchase own shares 

The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the repurchase of a maximum of 824,000 shares, in one or more lots. The proposed maximum authorised quantity represents approximately one (1) per cent of the company’s entire share capital. The shares shall be acquired using the company’s non-restricted shareholders’ equity through trading in a regulated market arranged by Nasdaq Helsinki Ltd and, in accordance with its rules and instructions, for which reason the acquisition is directed, in other words, the shares will be purchased other than in proportion to the shareholders’ current holdings. The price paid for the shares shall be based on the price of the company share on the regulated market so that the minimum price of purchased shares is the lowest market price of the share quoted on the regulated market during the term of validity of the authorisation and the maximum price, correspondingly, the highest market price quoted on the regulated market during the term of validity of the authorisation. Shares can be purchased for the purpose of improving the company’s capital structure, financing or carrying out corporate acquisitions or other arrangements, implementing incentive schemes for the management or key employees or to be otherwise transferred or cancelled. It is proposed that the authorisation be valid until the following AGM; however, until no later than 30 June 2022. 

19. Authorisation to the Board of Directors to decide on the transfer of own shares

The Board of Directors proposes that the Annual General Meeting authorise it to decide on a share issue by transferring treasury shares. The authorisation would entitle the Board to issue a maximum of 824,000 shares. The proposed maximum number of shares issuable under the authorisation corresponds to approximately one (1) per cent of the company’s entire share capital. The authorisation entitles the Board to decide on a directed share issue, which entails deviating from the pre-emption rights of shareholders. The Board can use the authorisation in one or more lots. The Board of Directors can use the authorisation to implement incentive programmes for the management or key employees of the company.

It is proposed that the authorisation be valid until the following AGM; however, until no later than 30 June 2022. This authorisation overrides the share issue authorisation granted at the Annual General Meeting of 29 April 2020.

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

The Board of Directors proposes that the AGM authorise it to decide on a share issue. The authorisation would entitle the Board to issue a maximum of 16,500,000 shares. The proposed maximum number of shares issuable under the authorisation corresponds to approximately 20 per cent of the company’s entire share capital. The share issue can be implemented by issuing new shares or by transferring treasury shares. The authorisation entitles the Board to decide on a directed share issue, which entails deviating from the pre-emption rights of shareholders. The Board can use the authorisation in one or more lots. 

The Board can use the authorisation for developing the capital structure of the company, widening the ownership base, financing or executing acquisitions or other arrangements, or for other purposes decided on by the Board. The authorisation cannot, however, be used to implement incentive schemes for the management or key employees of the company.

It is proposed that the authorisation be valid until the following AGM; however, until no later than 30 June 2022. This authorisation overrides the corresponding share issue authorisation granted at the AGM of 29 April 2020, but not the share issue authorisation proposed above in section 19.

21. Charitable donations 

The Board of Directors proposes that the Annual General Meeting authorise the Board to decide on donations amounting to no more than a total of EUR 50,000 to universities in 2021–2022, with the more detailed conditions of the donations to be decided by the Board of Directors.

22. Closing of the meeting 

B. Documents of the AGM 

The above proposals on the company’s agenda and this notice to the Annual General Meeting are 
available at: www.almamedia.fi/en/general-meeting/2021. The Financial Statements of Alma Media Corporation, the Report by the Board of Directors, the Auditor’s Report and the Remuneration Report will be available on the company website from 25 February 2021.
 

The minutes of the AGM will be available on the above website on 7 April 2021.

C. Instructions to the participants of the AGM

Alma Media takes the threat of the COVID-19 pandemic seriously and wants to ensure the safety of the Company’s shareholders and employees at the Annual General Meeting. The Annual General Meeting is held in such a way that it is not possible for shareholders or their representatives to attend the meeting on site. Shareholders and proxies may attend the AGM and exercise their rights only by voting in advance and by making counter-proposals and asking questions in advance in accordance with the instructions below. 

1. Shareholders registered on the shareholder register 

Shareholders who are registered on 12 March 2021 in the shareholder register of the company, maintained by Euroclear Finland Ltd, have the right to attend the AGM. Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered on the company’s shareholder register. Shareholders may attend the AGM only by voting in advance and by making counter-proposals and asking questions in advance in accordance with the instructions below. 

2. Registration and advance voting 

Registration and advance voting will begin on 4 March 2021 at 10:00 after the deadline for submitting counter-proposals for voting has expired. Registered shareholders wishing to attend the AGM and vote in advance must register and vote no later than 12:00 noon (EET) on 19 March 2021, by which deadline the registrations and votes are required to have reached the company.

Shareholders who have a Finnish book-entry account may register and vote in advance on certain AGM agenda items via the company’s website. The registration and advance voting period starts on 4 March 2021 at 10:00 a.m. and ends at 12:00 noon on 19 March 2021, and in the following ways:

 

a) online at: www.almamedia.fi/en/general-meeting/2021

Electronic registration and advance voting require strong identification of the shareholder or their legal representative or agent with Finnish or Swedish bank IDs or a mobile certificate. In connection with the registration, the requested information, such as the shareholder’s name, personal identity number and contact information, must be provided.
  

b) by post or email

A shareholder may submit the advance voting form available on the company’s website by letter to Alma Media Corporation, Sirpa Jyräsalo, PO Box 140, 00101 Helsinki, Finland or by email at yhtiokokous@almamedia.fi.

The advance voting form will be available on the Company’s website no later than 4 March 2021 at 10:00 a.m. (EET).

If a shareholder participates in the Annual General Meeting by submitting advance votes to Alma Media or in connection with electronic registration to the provider of the registration and advance voting platform, submitting votes before the end of registration and advance voting is considered registration to the Annual General Meeting, provided that the shareholder has also provided the above information required for registration.

 

The terms and conditions of advance voting online and the instructions concerning the advance voting process either online or by post or email are available at www.almamedia.fi/en/general-meeting/2021. More information is also available by phone from 4 March 2021 to 19 March 2021 on +358 (0)10 665 2220 from Monday to Friday between 9:00 a.m. and 12:00 noon (EET). Advance voting technical support is available on +358 (0)10 2818 909 from Monday to Friday between 9:00 a.m. and 12:00 noon and between 1 p.m. and 4 p.m.

Personal information provided by shareholders to Alma Media Corporation in connection with registration will only be used for processing AGM registrations and other related registrations.

3. Proxy representatives and proxy documents 

Shareholders may attend the AGM and exercise their rights at the meeting through proxy representatives. A proxy authorised by a shareholder may also attend the meeting only by voting in advance on behalf of the shareholder as described in this invitation. The proxy representative of a shareholder must present a dated proxy document or provide other reliable proof that they are entitled to represent the shareholder. The proxy must identify to the electronic registration service and advance voting in person with strong identification, after which they will be able to register and vote in advance on behalf of the shareholder they represent. The right of legal representation can be demonstrated by utilising the Suomi.fi authorisations service available in the electronic registration service.

Should a shareholder attend the AGM via more than one proxy representative representing this shareholder’s shares stored in different securities accounts, the shares by virtue of which each proxy representative is representing the shareholder must be specified in connection with the registration.

Any proxy documents should be delivered (i) by post to the address Alma Media Corporation, Sirpa Jyräsalo, PO Box 140, 00101 Helsinki, (ii) by email at yhtiokokous@almamedia.fi

or (iii) in connection with electronic registration and advance voting. Proxies must be received before the end of the registration period. The Proxy model is available on the company’s website

www.almamedia.fi/en/general-meeting/2021.

4. Holders of nominee-registered shares 

Holders of nominee-registered shares are entitled to attend the Annual General Meeting based 

on the shares that would entitle them to be entered in the shareholder register, maintained by Euroclear Finland Ltd on the record date of the Annual General Meeting on 12 March 2021. In addition, participation in the AGM requires that such shareholders are, based on these shares, temporarily entered in the shareholder register maintained by Euroclear Finland Ltd no later than 19 March 2021 at 10:00 a.m. (EET). For nominee-registered shares, this will be considered as a registration to participate in the Annual General Meeting.

Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes of the shareholder. 

Holders of nominee-registered shares are advised to consult their asset manager well in advance

for instructions on being entered temporarily on the shareholder register,

giving proxies and registering for participation in the AGM. The asset manager’s account manager organisation must announce the holders of nominee-registered shares who wish to attend the AGM for temporary registration on the company’s shareholder register no later than the aforementioned date and time. In addition, the asset manager’s account manager organisation must take care of voting in advance on behalf of a nominee-registered shareholder within the registration period

for nominee-registered shares.

5. Other instructions/information 

Shareholders holding at least one-hundredth of all the shares in the company have the right to make a counter-proposal to be put to the vote on the items on the agenda of the AGM. Such counter-proposals must be submitted to the company by email to yhtiokokous@almamedia.fi no later than 3 March 3 2021 at 12:00 noon. Shareholders making a counter-proposal must submit a statement of their ownership in connection with the submission of the counter-proposal. The counter-proposal will be considered at the Annual General Meeting on the condition that the shareholder has the right to participate in the Annual General Meeting and the shareholder owns at least one-hundredth of all the company’s shares on the record date of the Annual General Meeting. If the counter-proposal is not considered at the AGM, the votes cast in favour of the counter-proposal shall be disregarded. The company will publish any counter-proposals to be put to the vote at www.almamedia.fi/en/general-meeting/2021 no later than 4 March 2021 at 10:00 a.m.

 

A shareholder may submit questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act on matters to be discussed at the AGM until 14 March 2021, by which time the questions must be received, (i) in the electronic registration service (ii) by email to yhtiokokous@almamedia.fi (iii) or by post to the address Alma Media Corporation, Sirpa Jyräsalo, PO Box 140, 00101 Helsinki. Such questions from shareholders, the answers of the company’s management to them and the possible non-voting counter-proposals will be available at www.almamedia.fi/en/general-meeting/2021  no later than 17 March 2021. The precondition for making questions and counter-proposals is that the shareholder submits a sufficient statement of their shareholding.

It is possible for shareholders to follow the Annual General Meeting via web stream in accordance with the instructions provided at www.almamedia.fi/en/general-meeting/2021.

It is not possible to ask questions or vote via the web stream, and shareholders following the web stream will not be considered to attend the Annual General Meeting unless they have voted in advance.

 

On the date of this notice to the AGM, 17 February 2021, Alma Media Corporation has a total of 82,383,182 shares and votes.

  

Helsinki, 17 February 2021

ALMA MEDIA CORPORATION

BOARD OF DIRECTORS

For more information, please contact: Mikko Korttila, General Counsel of Alma Media Corporation, secretary to the Board of Directors, tel. +358 (0)10 665 2201

Distribution: NASDAQ Helsinki Stock Exchange, main media, www.almamedia.fi

Alma Media in brief

Alma Media is a dynamic digital service business and media company with a strong capacity for renewal. The company’s best-known brands are Kauppalehti, Talouselämä, Iltalehti, Etuovi.com and Monster. Alma Media builds sustainable growth expanding its offering from media to related digital services fulfilling the needs of users’ everyday life as consumers and as professionals in business. Alma Media operates in 11 countries in Europe. Alma Media employs approximately 1,500 professionals. Alma Media’s revenue from continuing operations was EUR 230.2 million in 2020. Alma Media’s share is listed on NASDAQ Helsinki. Read more at www.almamedia.com 

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