Notice to the Annual General Meeting of Alma Media Corporation

Alma Media Corporation                           Notice to Annual General Meeting       25 February 2026 at noon EET

NOTICE TO THE ANNUAL GENERAL MEETING OF ALMA MEDIA CORPORATION 

Shareholders of Alma Media Corporation are invited to the Annual General Meeting (the “AGM”) to be held in the Grand Ballroom of the Scandic Grand Central Helsinki at the address Vilhonkatu 13, FI-00100 Helsinki, Finland on Thursday, 9 April 2026 at 12:00 noon (EEST). Attendees are advised to use the Juhlatilat (Grand Events) entrance. The reception of registered participants, the distribution of voting tickets and the coffee service will commence at 11:00 a.m. (EEST). 

Shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting are presented in part C of this notice to the AGM.

Before the meeting, shareholders may also submit questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act on the matters to be discussed at the meeting in writing. Instructions for submitting written questions are presented in part C of this notice to the AGM.

A. Matters on the agenda at the AGM 

The following matters will be considered at the AGM: 

1. Opening of the meeting 

2. Calling the meeting to order 
    
3. Election of persons to examine the minutes and 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 2025 Financial Statements, the Report by the Board of Directors, the Sustainability Statement included in the Report by the Board of Directors and the Auditor’s Report 

Review by the President and CEO. 

The Financial Statements, the Report by the Board of Directors, the Sustainability Statement included in the Report by the Board of Directors and the Auditor’s Report will be available from 19 March 2026 onwards on the company’s website at https://www.almamedia.fi/en/investors/governance/general-meeting/2026/

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 0.48 per share be paid for the financial year 2025. The dividend will be paid to shareholders who are registered in Alma Media Corporation’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the dividend payment, 13 April 2026. The Board of Directors proposes that the dividend be paid on 20 April 2026.

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 2025         

10. Discussion related to the Remuneration Report for the governing bodies
     

The Remuneration Report for the company’s governing bodies will be available from 19 March 2026 onwards on the company’s website at

https://www.almamedia.fi/en/investors/governance/general-meeting/2026/

11. Discussion related to the Remuneration Policy for the governing bodies

The Remuneration Policy for the company’s governing bodies must be presented to the General Meeting at least every four years. The updated Remuneration Policy will be available from 19 March 2026 onwards on the company’s website at

https://www.almamedia.fi/en/investors/governance/general-meeting/2026/

12. Resolution on the remuneration and travel allowances of the Members of the Board of Directors

The Shareholders’ Nomination Committee proposes that the annual remuneration of the Members of the Board of Directors remains unchanged and that the following annual remuneration be paid to the Members of the Board of Directors to be elected at the AGM for the term of office ending at the close of the Annual General Meeting 2027: to the Chair of the Board of Directors EUR 75,700 per year, to the Vice Chair EUR 48,400 per year, and to other Members EUR 39,400 per year.

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

It is proposed that the aforementioned attendance remuneration 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 will, as decided by the AGM, acquire Alma Media Corporation’s shares corresponding to approximately 40 per cent of the annual remuneration of Members of the Board, taking into account tax deduction at source, at the trading price on the regulated market of the Nasdaq OMX Helsinki. Members of the Board are required to arrange the acquisition of the shares within two weeks of the release of the first quarter 2026 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 2026 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 AGM of Alma Media Corporation, scheduled to be held on 9 April 2026, that the number of the Members of the Board be confirmed to be seven (7). 

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: Marika Auramo, Eero Broman, Heikki Herlin, Ari Kaperi, Hanna Kivelä, Alexander Lindholm and Catharina Stackelberg-Hammarén. The Nomination Committee further proposes that Catharina Stackelberg-Hammarén serves as the Chair of the Board of Directors and Eero Broman serves as the Vice Chair.

The personal details of the current Members of the Board and information on their positions of trust can be found on the company’s website at

https://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.

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 and Alexander Lindholm, are also assessed to be independent of the company’s significant shareholders.

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

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. 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 AGM elects one auditor for the company for the financial year 2026.

17. Election of the auditor

In accordance with the recommendation of the Board of Directors´ Audit Committee, the Board of Directors proposes that the AGM elects audit firm Ernst & Young Oy as the company’s auditor for the financial year 2026. Ernst & Young Oy has announced that Terhi Mäkinen, Authorised Public Accountant, would act as the responsible auditor.

18. Resolution on the remuneration of the sustainability reporting assurance provider

    In accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the remuneration of the sustainability reporting assurance provider be paid according to the invoice approved by the company. 
     

19. Election of the sustainability reporting assurance provider

    In accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the AGM elects authorised sustainability audit firm Ernst & Young Oy as the sustainability reporting assurance provider for the financial year 2026. Ernst & Young Oy has announced that Terhi Mäkinen, Authorised Sustainability Auditor, would act as the responsible sustainability reporting assurance provider.

20. Authorisation of the Board of Directors to decide on the repurchase of own shares

The Board of Directors proposes that the AGM authorises the Board of Directors to decide on the repurchase of a maximum of 824,000 own shares, in one or more lots. The proposed maximum number of shares issuable under the authorisation corresponds to approximately one (1) per cent of the total number of shares in the company. The shares are to be acquired using the company’s non-restricted equity through trading in a regulated market arranged by Nasdaq OMX Helsinki 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 must 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 Annual General Meeting; however, until no later than 30 June 2027.  

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

The Board of Directors proposes that the AGM authorises the Board 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 total number of shares in the company. 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 schemes for the management or key employees of the company. 

It is proposed that the authorisation be valid until the following Annual General Meeting; however, no later than 30 June 2027. This authorisation revokes the corresponding share issue authorisation granted at the Annual General Meeting on 10 April 2025. 

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

The Board of Directors proposes that the AGM authorises the Board to decide on a share issue. A maximum of 16,500,000 shares may be issued on the basis of this authorisation. The proposed maximum number of shares issuable under the authorisation corresponds to approximately 20 per cent of the total number of shares in the company. 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 Annual General Meeting; however, until no later than 30 June 2027. This authorisation revokes the corresponding share issue authorisation granted at the Annual General Meeting on 10 April 2025, but not the share issue authorisation proposed above in section 21. 

23. Charitable donations 

The Board of Directors proposes that the AGM authorises the Board of Directors to decide on donations totalling a maximum of EUR 100,000 for charitable or corresponding purposes, as well as to decide on the recipients of donations, their intended uses and other terms and conditions of the donations.

24. Closing of the meeting  
     

B. Documents of the AGM 

The above proposals on the AGM agenda and this notice to the AGM are available on the Alma Media Corporation’s website at

http://www.almamedia.fi/en/investors/governance/general-meeting/2026/. Alma Media Corporation’s Financial Statements, the Report by the Board of Directors, the Sustainability Statement included in the Report by the Board of Directors, the Auditor’s Report, the Remuneration Report and the Remuneration Policy will be available on the company’s website no later than 19 March 2026. The decision proposals and other aforementioned documents will also be available at the AGM.

The minutes of the AGM will be available on the above website no later than 23 April 2026. 

C. Instructions to the participants of the AGM 

1. Shareholders registered in the shareholders’ register 

Shareholders who are registered in the shareholders’ register of the company, maintained by Euroclear Finland Oy, on the record date, 26 March 2026, have the right to attend the AGM. Shareholders whose shares are registered on their personal Finnish book-entry account are registered on the company’s shareholders’ register. 

Registration for the AGM will commence on 26 February 2026 9:00 a.m. (EET). A shareholder who is registered in the shareholders’ register of the company and who wishes to participate in the AGM shall register no later than on 2 April 2026 at 10:00 a.m. (EEST) by which time the registration must be received. Participants can register for the AGM:

1. online at:

https://www.almamedia.fi/en/investors/governance/general-meeting/2026/.                

Electronic registration requires strong identification of the shareholder or their legal representative or proxy representative with Finnish, Swedish or Danish bank IDs or a mobile certificate;

2. by email to Innovatics Ltd at the following address: agm@innovatics.fi.

The registering shareholder must include in the message the registration form available on the company's website at

https://www.almamedia.fi/en/investors/governance/general-meeting/2026/ and any advance voting form or similar information;

3. by mail to Innovatics Ltd at the following address: Innovatics Ltd, General Meeting / Alma Media Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. The registering shareholder must include in the message the registration form available on the company's website at

https://www.almamedia.fi/en/investors/governance/general-meeting/2026/ and any advance voting form or similar information; or

4. by phone to +358 10 2818 909 on weekdays between 9:00 a.m. and 12:00 noon (EET) or between 1:00 p.m. and 4:00 p.m. (EET). Advance voting is not possible when registering by phone.

When registering, shareholders shall provide the requested information, such as their name, date of birth or business ID, telephone number and email address as well as the name of any assistant or the name, date of birth and telephone number and/or email address of a proxy representative. Personal information provided by shareholders to Alma Media Corporation will only be used for processing AGM registrations and other related registrations. 

The shareholder or their appointed representative or proxy representative must be able to provide proof of their identification and/or representation rights at the venue of the AGM. 

More information on registration and advance voting is available by phone during the registration period of the AGM. Please call Innovatics Ltd, tel. +358 10 2818 909, on weekdays between 9:00 a.m. and 12:00 noon (EET) or between 1:00 p.m. and 4:00 p.m. (EET).

2. Holders of nominee-registered shares 

Holders of nominee-registered shares are entitled to attend the AGM based on the shares that would entitle them to be entered in the shareholders’ register maintained by Euroclear Finland Oy on the AGM’s record date, 26 March 2026. In addition, participation in the AGM requires such shareholders, based on these shares, to be temporarily entered on the shareholders’ register maintained by Euroclear Finland Oy no later than on 2 April 2026 at 10:00 a.m. (EEST). For nominee-registered shares, this will be considered as a registration to participate in the AGM. Changes in shareholding after the record date of the AGM do not affect the right to participate in the AGM or the number of votes of the shareholder.

Holders of nominee-registered shares are advised to consult their custodian bank well in advance for instructions on being entered temporarily on the shareholders’ register, giving proxies and voting instructions, registration for and participation in the AGM and advance voting. The custodian bank’s account manager must announce holders of nominee-registered shares who wish to attend the AGM for temporary registration on the company’s shareholders’ register no later than the aforementioned date and time and, if necessary, arrange advance voting on behalf of a nominee-registered shareholder before the end of the registration period for nominee-registered shareholders.

Further information is available on the Alma Media Corporation’s website at https://www.almamedia.fi/en/investors/governance/general-meeting/2026/.  

3. Proxy representatives and proxy documents 

Shareholders may attend the AGM and exercise their rights at the meeting through proxy representatives. The proxy representative may also vote in advance in the manner described in this notice. 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, if necessary, vote in advance on behalf of the shareholder they represent. 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 at the AGM. The right of representation can be demonstrated by utilising the Suomi.fi e-Authorizations service available in the electronic registration service.

The template for the proxy document and voting instructions is available on the company’s website at https://www.almamedia.fi/en/investors/governance/general-meeting/2026/. 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.

More information on registration and advance voting is available by phone during the registration period of the AGM. Please call Innovatics Ltd, tel. +358 10 2818 909, on weekdays between 9:00 a.m. and 12:00 noon (EET) or between 1:00 p.m. and 4:00 p.m. (EET).

Possible proxy documents are requested to be delivered primarily as an attachment in connection with electronic registration or, alternatively, by mail to the following address: Innovatics Ltd., General Meeting / Alma Media Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi before the end of the registration period. In addition to submitting proxies, the shareholder or their proxy representative shall ensure that they register for the AGM in the manner described above in this notice. Instead of using a traditional proxy, shareholders can also use the electronic Suomi.fi e-Authorization service to authorise their proxy representatives. In this case, the shareholder authorises its appointed proxy representative in the Suomi.fi service at www.suomi.fi/e-authorizations (authorisation matter: “Representation at the General Meeting”). In the AGM service, the proxy representative must identify themselves with strong electronic identification in connection with the registration. After that, the electronic authorisation is checked automatically. Strong electronic identification works with bank IDs or a mobile certificate. Further information on electronic authorisation is available at https://www.suomi.fi/e-authorizations.

4. Advance voting

Shareholders who have a Finnish book-entry account may vote in advance between 26 February 2026 at 9:00 a.m. (EET) and 2 April 2026 at10:00 a.m. (EEST) on items 7–23:

1. online at:

https://www.almamedia.fi/en/investors/governance/general-meeting/2026/.

Signing in to the service follows the same steps as the registration in section C.1 of this notice;

2. by email by submitting an advance voting form available on the company's website or equivalent information to Innovatics Ltd at the following address:

agm@innovatics.fi; or

3. by mail by submitting an advance voting form available on the company's website or equivalent information to Innovatics Ltd at the following address: Innovatics Ltd., General Meeting / Alma Media Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

Advance votes must be received by the end of the advance voting period. In addition to advance voting, shareholders must ensure that they register for the AGM before the end of the registration period.

Shareholders who have voted in advance cannot use their right, pursuant to the Finnish Limited Liability Companies Act, to request more detailed information, to use their right to demand a voting or to vote on a potential counter-proposal, unless they participate in the AGM at the meeting venue themselves or by proxy.

In the case of a nominee-registered shareholder, advance voting takes place through an account manager organisation. The account manager may vote in advance on behalf of nominee-registered shareholders whom the account manager represents in accordance with the voting instructions given by the nominee-registered shareholders during the registration period set for nominee-registered shares.

The decision proposal subject to advance voting shall be deemed to have been submitted to the AGM unchanged. It will not be possible to make counter-proposals during advance voting.

Advance votes will be taken into account in the voting result, if a full counting of votes is carried out in the item. If a full counting of votes is not carried out in the item of the AGM, the votes cast against and abstentions in the advance voting and in the voting instructions of holders of nominee-registered shares shall be recorded in the minutes in connection with each item. To the extent that, in the advance voting and in the voting instructions of holders of nominee-registered shares, opposing votes have been presented without a counter-proposal on matters where it is not possible to oppose the proposal without a counter-proposal, such votes shall not be taken into account as opposing votes in the event of a voting, nor shall they be recorded in the relevant items of the minutes.

The terms and conditions of advance voting online and the instructions concerning the advance voting process will be available on the company’s website at

https://www.almamedia.fi/en/investors/governance/general-meeting/2026/ no later than 25 February 2026.

5. Other instructions and information 

The AGM will be held in Finnish.

Shareholders present at the AGM have the right, under Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, to request more detailed information on the matters dealt with by the meeting. 

Shareholders may also submit questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act on the matters to be discussed at the meeting by email to yhtiokokous@almamedia.fi until 26 March 2026. The management of the company will answer questions submitted in advance in writing at the AGM. A shareholder must provide sufficient evidence of their shareholding when submitting their question.

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

On the date of this notice to the AGM, 25 February 2026, Alma Media Corporation has a total of 82,383,182 shares which represent the same number of votes. 

In Helsinki, 25 February 2026 

ALMA MEDIA CORPORATION 

BOARD OF DIRECTORS 

For more information, please contact: Mikko Korttila, General Counsel and secretary to the Board of Directors of Alma Media Corporation, tel. +358 50 593 4589

Distribution:  

Nasdaq OMX Helsinki, main media, almamedia.fi/en

Alma Media in brief

Alma Media is an international company of digital media, marketplaces and services with a strong capacity for renewal. We inspire human curiosity and choice by creating services that combine technology and content with a local heart. In Finland, our best-known brands include Kauppalehti, Talouselämä, Iltalehti, Jobly, Etuovi.com, Nettiauto and Nettimoto. Our recruitment services include prace.cz and jobs.cz in Czechia, 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 businesses and professionals. Alma Media’s international business in Eastern Central Europe, Sweden and the Baltic countries consists of recruitment services and an online marketplace for commercial properties.

Alma Media operates in 10 countries in Europe and employs approximately 1,650 professionals. Alma Media’s revenue from continuing operations was EUR 327 million in 2025 of which the share of digital business was 86%. Alma Media’s share is listed on NASDAQ OMX Helsinki. Read more at www.almamedia.fi/en/.

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