Alma Media Corporation Stock Exchange Release 11 March 2009 at 17.25
DECISIONS TAKEN BY THE ANNUAL GENERAL MEETING AND THE BOARD OF DIRECTORS OF ALMA MEDIA CORPORATION
The Annual General Meeting (AGM) of Alma Media Corporation adopted the financial statements for 2008 and discharged the members of the Board of Directors and the President & CEO from liability. The AGM decided to distribute a dividend of EUR 0.30 per share. Additionally, the Board was authorised to decide upon the distribution of additional dividend of a maximum of EUR 0.20 per share. A total of 257 shareholders representing 67.27% of all shares and votes attended the Annual General Meeting.
Composition of the Board of Directors
The AGM confirmed the number of Board members at eight. The current members of the Board of Directors, Lauri Helve, Matti Kavetvuo, Kai Seikku, Erkki Solja, Kari Stadigh and Harri Suutari were re-elected. Catharina Stackelberg-Hammarén and Seppo Paatelainen were elected as new members for the Board of Directors. The term of the Board of Directors will expire at the close of the next Annual General Meeting. These resolutions were made in accordance with the proposal by the Nomination and Compensation Committee of the Board of Directors.
Remuneration of the Board of Directors
The AGM decided that the remuneration of the Board of Directors remains unchanged. The chairman of the Board shall be paid an annual fee of EUR 30,000, the vice chairman EUR 24,000 and ordinary members EUR 20,000. In addition, the chairmen of the Board and the Committees will be paid a fee of EUR 1,000, the vice chairman EUR 700 and ordinary members EUR 500 for each Board and committee meeting they attend. The decisions were in accordance with the proposal of the Nomination and Compensation Committee.
The annual remuneration of the members of the Board of Directors is partially paid in Alma Media shares up to an amount corresponding to approximately 40% of the full amount of the remuneration, and the remainder in money for taxation purposes. Shares thus acquired may not be transferred until the recipient's membership in the Board has ended.
Remuneration and election of the auditor
Authorised Public Accountant Ernst & Young Oy was re-elected as Alma Media's auditor for the financial year 2009. The auditor's remuneration will be paid according to invoicing.
The AGM resolved to distribute a dividend of EUR 0.30 per share for the fiscal year 2008 in accordance with the proposal of the Board of Directors. The dividend will be paid on 25 March 2009 to shareholders who are registered on the record date, 16 March 2009, in Alma Media Corporation's shareholder register maintained by Euroclear Finland Oy (formerly Finnish Central Securities Depository).
Additionally, the AGM authorized the Board of Directors to decide upon the distribution of additional dividend of a maximum of EUR 0.20 per share. The additional dividend may be distributed in one lot or in several proportions. The total dividend for the year 2008, based on the authorisation, may be no more than EUR 0.50 per share. The authorisation includes a right to the Board of Directors to decide upon all other conditions pertaining to the distribution of the dividend.
The AGM resolved as proposed by the Board of Directors, to continue the existing incentive and commitment program for key personnel with stock option plan according to the previous guidelines. The AGM resolved to issue stock options to the key personnel of the company and its subsidiaries for years 2009-2011.
The maximum total number of stock options issued is 2,130,000 and they entitle their owners to subscribe for a maximum total of 2,130,000 new shares in the Company or existing shares held by the Company.
The stock options will be issued gratuitously. The stock options now issued can be exchanged for shares constituting a maximum total of 2.8% of the Company's shares and votes of the shares, after the potential share subscription, if new shares are issued in the share subscription.
The share subscription price will be based on the prevailing market price of the Alma Media Corporation share on the NASDAQ OMX Helsinki Ltd. in April 2009, April 2010 and April 2011.
The share subscription period for stock options 2009A, will be 1 April 2012 - 31 March 2014, for stock options 2009B, 1 April 2013 - 31 March 2015 and for stock options 2009C, 1 April 2014 - 31 March 2016.
The Board of Directors will decide on the distribution of stock options in 2009, 2010 and 2011.
Repurchase of the company's own shares
The AGM resolved, in accordance with the proposal presented by the Board of Directors, to authorise the Board of Directors to repurchase 3,730,600 Alma Media shares (representing approximately 5% of all shares). The authorisation will be valid until the close of the next Annual General Meeting.
Proposal to conduct a special audit
Oy Herttaässä Ab, that holds more than 10 % of the shares in Alma Media, proposed to the AGM that a special audit should be conducted regarding the administration and accounting of Alma Media in 2006, 2007, 2008 and in the present year. The AGM considered the proposal, and as the shareholding of Oy Herttaässä Ab exceeds 10%, the proposal was included in the meeting minutes. A shareholder may apply for a special audit from the County Administrative Board of the company's domicile. The application must be done during one month after the AGM.
Constitutive meeting of the Board of Directors
In its constitutive meeting held right after the AGM, the Board of Directors elected Kari Stadigh as chairman and Seppo Paatelainen as deputy chairman of the Board.
In addition, the Board of Directors appointed the members of the permanent committees. Kai Seikku, Erkki Solja, Catharina Stackelberg-Hammarén and Harri Suutari were elected as members of the Audit Committee. Kari Stadigh, Seppo Paatelainen and Lauri Helve were elected as members of the Nomination and Compensation Committee.
The persons elected for the Board of Directors are independent of the company and its major shareholders. Mikko Korttila, General Counsel of Alma Media Corporation, was appointed secretary to the Board of Directors.
ALMA MEDIA CORPORATION
Vice President, Corporate Communications and IR
Tel. +358 10 665 2251
NASDAQ OMX Helsinki Exchange
Alma Media in brief
Alma Media is a profitably growing and internationally expanding company that invests in the future of newspapers and online media. It's best known products are the Aamulehti, Iltalehti, Kauppalehti and Etuovi.com.
Net sales in 2008 totalled EUR 341 million and the operating margin was over 14%.The company's share is listed in the Mid Cap segment of the NASDAQ OMX Helsinki Exchange, trading code ALN1V.