Notice to the Annual General Meeting of Alma Media Corporation

Alma Media Corporation                                 Notice to general meeting 16 February 2022 at 8.15 a.m.

NOTICE TO THE ANNUAL GENERAL MEETING OF ALMA MEDIA CORPORATION

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 29 March 2022 at 12:00 noon EEST. 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” in 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 pursuant to the Act on Temporary Deviation from the Limited Liability Companies Act (375/2021), which entered into force on 8 May 2021. In order to limit the spread 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/investors/governance/general-meeting/2022/. It is not possible to ask questions or vote via the web stream, and shareholders following the web stream will not be considered to be in attendance at the Annual General Meeting.

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-Hesselgren, Attorney-at-Law, will act as the auditor of the minutes and the supervisor of the counting of votes. If, for weighty reasons, Mr Toni Kuosmanen-Hesselgren 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. The list of votes will be confirmed based on information provided by Euroclear Finland Ltd and Innovatics Oy.

6. Presentation of the 2021 Financial Statements, the Report by the Board of Directors and the Auditors’ Report

The CEO’s review will be 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 8 March 2022, 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 0.35 per share be paid for the financial year 2021. 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, 31 March 2022. The Board of Directors proposes a dividend payment date of 7 April 2022.

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 2021
 

10. Discussion of the Remuneration Policy of the governing bodies

As participation in the Annual General Meeting is possible only in advance, the Remuneration Policy published by a stock exchange release on 8 March 2022, which is available on the company’s website from such date, is deemed to have been presented to the Annual General Meeting.

11. 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 8 March 2022 by means of a stock exchange release is also deemed to have been submitted to the AGM.

12. 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 2023: 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 2022 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 2022 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.

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

The Shareholders’ Nomination Committee proposes to the Annual General Meeting of Alma Media Corporation, scheduled to be held on 29 March 2022, that the number of the members of the Board be confirmed to be eight (8).

14. 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 and Catharina Stackelberg-Hammarén, and that Eero Broman, Heikki Herlin and Kaisa Salakka be elected to the Board of Directors for the same term of office as new members. The Nomination Committee further proposes that Catharina Stackelberg-Hammarén serve as the Chair of the Board of Directors and Eero Broman serve as the Vice Chair.

Of the current Board members, Jorma Ollila has announced that he 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. All the proposed Board members, with the exception of Eero Broman, Heikki Herlin, Peter Immonen, Esa Lager and Alexander Lindholm, 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: Eero Broman has been a member of the Board of Otava Ltd for over 10 consecutive years in 2022 (a relationship with a significant shareholder pursuant to subsection j) of Recommendation 10 of the Corporate Governance Code). Heikki Herlin is the Chair of the Board of Directors of Mariatorp Ltd, Peter Immonen is a member of the Board of Directors of Mariatorp Ltd, Esa Lager is a member of the Board of Directors of Ilkka-Yhtymä Oyj, and Alexander Lindholm is the CEO of Otava Group.

Eero Broman (b. 1963, Master of Science in Economics) has acted as a member of the Board at Broman Group since 1987 and as the CEO of Broman Companies Ltd since 2019. Broman is also, inter alia, a member of the Board at Motonet Ltd and Otava Ltd.

Heikki Herlin (b. 1990, Graduate in Political Science) has acted as the Chair of the Board of Directors at Mariatorp Ltd since 2017. Herlin is also, inter alia, a member of the Board at Yellow Film & TV Ltd and at the publishing company Teos. 

Kaisa Salakka (b. 1979, Master of Science in Economics) has served as Head of Product and Research at the Unity Software Inc. since 2015. Salakka is a member of the Board at the Finnish startup association.

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.

15. 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 2022 financial year.

16. 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.

17. 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 2022 financial year. PricewaterhouseCoopers Oy has confirmed that Niina Vilske, APA, would serve as the principal auditor.

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

The Board of Directors proposes that the Annual General Meeting decide on amending the definition of the company’s line of business in Article 2 of the Articles of Association. The proposal is to amend Article 2 as follows:

“The company’s line of business includes all business activities related to media, publishing, other communications, training, marketing, digital marketplaces, information technology and services, and the provision of payment, financing and insurance services as well as all other activities that are related to or support the aforementioned business activities. The company can carry out its operations either directly or through its subsidiaries and associated companies.”

19. 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 2023. 

20. 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, no later than 30 June 2023. This authorisation overrides the share issue authorisation granted at the Annual General Meeting of 24 March 2021.

21. 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, no later than 30 June 2023. This authorisation overrides the corresponding share issue authorisation granted at the AGM of 24 March 2021, but not the share issue authorisation proposed above in section 20.

22. 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 2022–2023, with the more detailed conditions of the donations to be decided by the Board of Directors.

23. 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/investors/governance/general-meeting/2022/. The Financial Statements, the Report by the Board of Directors, the Auditor’s Report, the Remuneration Policy and the Remuneration Report will be available on the company website from 8 March 2022 onwards.
 

The minutes of the AGM will be available on the above website from 12 April 2022 onwards.

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.

The video link and password required to follow the meeting remotely will be sent by e-mail and text message to the e-mail address and mobile phone number provided at the time of registration. Following the meeting remotely is only possible for shareholders who are entered in the company’s shareholder register on the record date of the AGM and who have registered for the AGM in accordance with this notice. Shareholders who follow the AGM remotely are not considered to attend the AGM. The AGM’s list of votes and voting results will be determined solely based on advance voting.

1. Shareholders registered in the shareholder register 

Shareholders who are registered on 17 March 2022 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 in 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 14 March 2022 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 10:00 a.m. (EET) on 24 March 2022, by which deadline the registrations and votes are required to have reached the company.

In connection with the registration, the requested information, such as the shareholder's name, date of birth and contact information, must be provided. Personal information provided by shareholders to Alma Media Corporation or Innovatics Oy will only be used for processing AGM registrations and other related registrations.

Shareholders who have a Finnish book-entry account may register and vote in advance on certain AGM agenda items between 10:00 a.m. on 14 March 2022 and 10:00 a.m. on 24 March 2022 in the following ways:

a) online at: www.almamedia.fi/en/investors/governance/general-meeting/2022/

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.
  

b) by post or e-mail

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 e-mail at yhtiokokous@almamedia.fi.

The advance voting form will be available on the company’s website no later than 14 March 2022 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 e-mail are available at www.almamedia.fi/en/investors/governance/general-meeting/2022/. More information is also available by phone from 14 March 2022 to 24 March 2022 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.

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 must present a dated proxy document or provide other reliable proof that they are entitled to represent the shareholder. The proxy representative must verify their identity for the electronic registration service and advance voting personally using 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 held 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 primarily (i) as an attachment in connection with electronic registration and advance voting or, alternatively, (ii) by post to the address Alma Media Corporation, Sirpa Jyräsalo, PO Box 140, 00101 Helsinki, or (iii) by e-mail to yhtiokokous@almamedia.fi. Proxies must be received before the end of the registration period. A power of attorney template is available on the company’s website at www.almamedia.fi/en/investors/governance/general-meeting/2022/.

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 AGM’s record date, 17 March 2022. 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 24 March 2022 at 10:00 a.m. EET. For nominee-registered shares, this will be considered as 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 e-mail to yhtiokokous@almamedia.fi no later than 12 March 2022 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/investors/governance/general-meeting/2022/ no later than 14 March 2022 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 19  March 2022, by which time the questions must be received, (i) in the electronic registration service (ii) by e-mail 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/investors/governance/general-meeting/2022/ no later than 22 March 2022. 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/investors/governance/general-meeting/2022/.

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

Immediately after the Annual General Meeting, the company will organise a virtual discussion event for shareholders that will be attended by CEO Kai Telanne and Board member Catharina Stackelberg-Hammarén. More information on participating in the event is available on the company’s website at www.almamedia.fi/en/investors/governance/general-meeting/2022/. The discussion event is not part of the AGM.

On the date of this notice to the AGM, 16 February 2022, Alma Media Corporation has a total of 82,383,182 shares and votes.

Helsinki, 16 February 2022

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 50 593 4589

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

Alma Media in brief

Alma Media is a digital service business and media company with a strong capacity for renewal. We are building sustainable growth from media to services, providing content and services that benefit users in their everyday lives, work and leisure time. In Finland, our best-known brands include Kauppalehti, Talouselämä, Iltalehti, Etuovi.com, Nettiauto and Nettimoto. Our recruitment services include prace.cz and jobs.cz in the Czech Republic, Profesia.sk in Slovakia and mojposao.net in Croatia.

In Finland, our business operations include leading housing and automotive marketplaces, financial and professional media, national consumer media and content and data services for professionals and businesses. Alma Media’s international business in Eastern Central Europe, Sweden and the Baltic countries consists of recruitment services, an online marketplace for commercial properties and direct marketing services.

Alma Media operates in 11 countries in Europe and employs approximately 1,500 professionals. Alma Media’s revenue from continuing operations was EUR 275.4 million in 2021. Alma Media’s share is listed on NASDAQ Helsinki. Read more at www.almamedia.com.

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