Decisions of Alma Media Corporation's annual general meeting
ALMA MEDIA CORPORATION STOCK EXCH. RELEASE 8 March 2004, 14.45 1/3
DECISIONS OF ALMA MEDIA CORPORATIONS ANNUAL GENERAL MEETING
Alma Medias AGM decided on the payment of a EUR 2.50 per share
dividend and approved amendments to the Articles of Association
concerning, among other things, an increase in the number of
shares without raising the share capital and the voluntary
conversion of Series I shares into Series II shares. The Board of
Directors was authorized for one year to issue convertible bonds.
The Annual General Meeting of Alma Media Corporation held on 8
March 2004 confirmed the financial statements for the financial
year 1 January - 31 December 2003 and discharged the Board of
Directors and the President and CEO from liability for the year.
The Meeting approved the Boards proposal to pay shareholders a
dividend of EUR 2.50 per share on the financial year. The
settlement date for dividend payment is 11 March 2004 and the
dividend payment date is 18 March 2004.
Bengt Braun, Matti Kavetvuo and Jonas Nyrén, who were in turn from
retirement from the Board of Directors, were re-elected. The
Meeting also decided to amend the Articles of Association limiting
the term of office of Board members for one year from their
The Meeting appointed the firm of authorized public accountants
KPMG Wideri Oy Ab, and Mauri Palvi APA as the companys auditors
and Eija Kauppi-Hakkarainen APA and Michaela Teir APA as their
The Meeting approved the Boards proposal that, in order to make
trading in the Alma Media share easier and to improve the shares
liquidity, the number of shares be increased from 15,730,185
shares in the ratio of 1:4 to 62,920,740 shares without raising
the share capital. At the same time the par value of the Alma
Media share decreases from 1.68 euros to 0.42 euros (not an exact
The Meeting approved the Boards proposal that, in order to
improve the liquidity of the Alma Media share, Series I shares may
be voluntarily converted into Series II shares by adding Article
15, a new article, which would read as follows:
- The Company's Series I share can be converted into a Series II
share on the conditions set forth in this article:
The conversion shall occur within the limits of the maximum amount
of the share types set forth in these articles of association. No
pecuniary compensation shall be paid for the conversion.
The Company's Series I share can be converted into a Series II
share at the request of a shareholder or, with respect to shares
in administrative registration, at the request of the
administrator registered in the book-entry register.
A shareholder's request for the conversion of the share shall be
presented to the Company in writing. The request shall include the
number of shares to be converted and the book-entry account in
which the shares have been registered.
The request for conversion may be presented to the Company at any
time, however not after the Board of Directors has decided to
convene a shareholders' meeting. A request for conversion
presented after the above decision but before the subsequent
shareholders' meeting shall be considered as having arrived, and
shall be handled after the shareholders' meeting and the record
day, if any, that follows the meeting.
The Company may request that an entry be made to the book-entry
account of a shareholder limiting the shareholders' power to
transfer the share during the conversion process. The Company
shall minimum four times per year notify the Trade Register of the
changes in the amounts of the shares resulting from the
The request concerning the conversion of the share can be revoked
until the Trade Register has been notified of the conversion.
After the revocation, the Company demands the deletion of the
entry, if any, in the book-entry account of a shareholder limiting
the shareholders' power to transfer the share.
After the Trade Register entry, a Series I share becomes a Series
II share. A shareholder having requested the conversion, and the
administrator of the book-entry register, will be informed of the
registration of the conversion.
When necessary, the Board of Directors shall decide on more
detailed procedures relating to the conversion.
The Meeting approved the Boards proposal that the Board be
- for period of one year from the Annual General Meeting to decide
on the issue of one or more convertible bonds in such a way that
the maximum number of new Series II shares, whose par value is
0.42 euros, exchanged for convertible bonds shall amount to no
more than 6,292,074, and that the companys share capital may not
be increased by more than 2,645,627.20 euros, and on the terms and
conditions decided by the Board, and
- to disapply the shareholders´ pre-emptive rights to subscribe
for the convertible bonds provided that the company has important
financial grounds for doing so, such as developing the companys
financial or capital structure, financing of acquisitions or other
development of the companys businesses. The Board of Directors
may not deviate from the shareholders´ pre-emptive rights in the
interests of the companys inner circle.
Convening after the Annual General Meeting the Board of Directors
elected Bengt Braun as the chairman and Kari Stadigh as the deputy
ALMA MEDIA CORPORATION
Vice President, Corporate Communications and IR
DISTRIBUTION: Helsinki Exchanges, Principal Media