Articles of Association
The Alma Media’s Articles of Association defines, among other things, the field of the company’s business.
Approved in General meeting held on April 4, 2023.
1. Name and registered office
The name of the company is Alma Media Oyj in Finnish, Alma Media Abp in Swedish, and Alma Media Corporation in English. The company’s registered office is in Helsinki, Finland.
2. Field of business of the company
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.
3. Shares and book-entry securities system
The company shares are included in the book-entry securities system.
4. The Board of Directors
The Board of Directors is responsible for the company’s governance and its appropriate organisation. The Board of Directors comprises no less than three (3) and no more than nine (9) members. The Board of Directors shall elect from among its members a Chairman and a Deputy Chairman.
The term of office of a member of the Board of Directors shall be one (1) year. The term of office of the Board of Directors ends at the close of the Annual General Meeting following its election.
The company’s President may not be the Chairman of the Board
5. CEO
The company may have a CEO. The Board of Directors decides on the selection and dismissal of the CEO.
6. Representation of the company
The company shall be represented by the chairman of the Board of Directors and the President of the company, each singly, and the members of the Board of Directors, two jointly.
The Board of Directors may authorize company employees to sign for the company such that two shall sign jointly, or one singly together with any member of the Board.
The Board of Directors shall decide on the granting of procuration. Procuration may be granted only so that two holders of procuration may sign jointly, or any holder of procuration singly together with any member of the Board or together with a person authorized by the Board to sign for the company.
7. Auditors
The company shall have at least one (1) auditor, who shall have one (1) deputy, for the purpose of auditing the company’s accounts and governance. An auditing firm can also be appointed as the auditor. If an auditing firm that is entered in the register of auditors of the Finnish Patent and Registration Office (PRH) and whose key audit partner is an Authorised Public Accountant is appointed the auditor, no deputy is required.
The term of office of the auditors is the financial year and their duties will cease at the close of the following Annual General Meeting.
8. Invitation to General Meeting
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.
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.
9. Venue of General Meeting
The General Meeting shall be held at a location decided by the Board of Directors, which may be in Helsinki or Tampere.
The Board of Directors may decide that the Annual General Meeting will be held without a meeting venue so that the shareholders will exercise their decision-making power fully and in real time during the meeting by means of a telecommunications connection and a technological device.
The Board of Directors may also decide that a shareholder may participate in the Annual General Meeting in such a way that the shareholders exercise their decision-making power fully during the meeting by means of a telecommunications connection and a technological device.
10. Annual General Meeting
The Annual General Meeting shall be held yearly latest by the end of April on a date specified by the Board of Directors.
At the Annual General Meeting the following shall be:
presented:
1. the financial statements, comprising the income statement, balance sheet, cash flow statement and notes to the statements, and
2. the auditor’s report,
decided:
3. approval of the financial statements,
4. disposal of the profit shown in the balance sheet,
5. discharge from liability of the members of the Board of Directors and the President,
6. number of members on the Board of Directors, their remuneration, and compensation for travel expenses, and
7. the number of auditors and their remuneration
elected:
8. the members of the Board of Directors, and
9. the auditor and, if required, the deputy auditor, and
discussed:
10. any other matters mentioned in the invitation.
11. Financial year
The company’s financial year is the calendar year.