Alma Media Corporation Stock Exchange Release 20 March 2014 at 17:00 EET
DECISIONS TAKEN BY THE ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS OF ALMA MEDIA
The Annual General Meeting (AGM) of Alma Media Corporation, held today on 20 March 2014, adopted the Financial Statements for 2013 and discharged the members of the Board of Directors and the President and CEO from liability. The AGM decided that no dividend be paid for the financial year 2013 and that a capital repayment of EUR 0.10 per share be paid from the reserve for invested non-restricted equity for the financial year 2013. In addition, the AGM authorised the Board of Directors to decide on an additional capital repayment of no more than EUR 0.10 per share.
The AGM elected Mr Esa Lager, LLM, MSc. (Econ), as a new member for the Board of Directors. In its constitutive meeting held after the AGM, the Board of Directors elected Mr Harri Suutari as Chairman of the Board.
A total of 140 shareholders representing 72.8% of all shares and votes attended the AGM.
The AGM resolved, in accordance with the proposal by the Board of Directors, that no dividend be paid for the financial year 2013. The company has no retained earnings.
The use of the invested non-restricted equity fund
The AGM resolved, in accordance with the proposal by the Board of Directors, that EUR 76,100,000 be used from the invested non-restricted equity fund, complying with the company's balance sheet of 31 December 2013, to cover losses. The covering of losses improves the preconditions for distribution of profit during future financial years.
The AGM resolved, in accordance with the proposal by the Board of Directors, to distribute EUR 0.10 per share as capital repayments from the invested non-restricted equity fund. At the moment of the AGM, the company has 75,486,853 shares, translating into a repayment amount of EUR 7,548,685. Capital repayments are paid to shareholders who are registered in Alma Media Corporation's shareholder register, maintained by Euroclear Finland Ltd, on the record date, 25 March 2014. The Board of Directors proposes that capital repayments be paid on 1 April 2014.
Authorisation to the Board of Directors to resolve capital repayment
The AGM authorised, in accordance with the proposal by the Board of Directors, the Board, at its discretion, to resolve the distribution of funds to shareholders as capital repayments from the invested non-restricted equity fund. The maximum amount of capital repayment performed on the basis of such an authorisation is EUR 0.10 per share. At the moment of the AGM, the company has 75,486,853 shares, translating into a maximum repayment amount of EUR 7,548,685. The authorisation remains valid until the start of the subsequent AGM, but not past 30 June 2015.
Reduction of the share premium fund
The AGM resolved, in accordance with the proposal by the Board of Directors, to reduce the share premium fund, complying with the company balance sheet of 31 December 2013 and amounting to EUR 319,295,759, by EUR 200,000,000, and transfer the reduced amount to the company's invested non-restricted equity fund. The equity of the company consists almost entirely of restricted equity, and it is expedient for the equity structure and distribution of profits to change the structure in a way that reduces the proportion of restricted equity in total equity.
The share premium fund constitutes part of the company's restricted equity, which is why reducing the fund requires a public notice to creditors in accordance with the Limited Liability Companies Act prior to the registration of the reduction of the share premium fund. The Board makes the decisions on all practical measures related to the reduction of the share premium fund.
Remuneration of the members of the Board of Directors
In accordance with the proposition by the Nomination and Compensation Committee of the Board, the AGM decided that the remuneration of the Board of Directors remains unchanged. The Chairman of the Board will be paid an annual fee of EUR 33,000, the Vice Chairman EUR 27,000 and ordinary members EUR 22,000. Additionally, the Chairmen of the Board and the Committees would be paid a fee of EUR 1,000, the Vice Chairmen EUR 700 and ordinary members EUR 500 for each Board and Committee meeting they attend. Compensation for travel expenses is proposed to be paid in accordance with the company's travel policy.
A member of the Board shall acquire a number of Alma Media Corporation shares corresponding to approximately 40% of the full amount of the annual remuneration for a Board member, taking into account tax deduction at source, at the public trading price. A members of the Board is obligated to arrange the acquisition of the shares within two weeks of the release of the January-March interim report or, if this is not possible because of insider trading regulations, at the earliest possible time thereafter. If it has not been possible to acquire the shares by the end of 2014 because of pending insider transactions, the remuneration will be paid in cash. Shares thus acquired may not be transferred until the recipient's membership in the Board has ended. The company is liable to pay any asset transfer taxes potentially ensuing from the acquisition of shares.
Composition of the Board of Directors
As proposed by the Nomination and Compensation Committee of the Board, the AGM confirmed the number of Board members at seven (7).
In accordance with the proposal by the Nomination and Compensation Committee of the Board, the AGM re-elected Niklas Herlin, Petri Niemisvirta, Perttu Rinta, Erkki Solja, Catharina Stackelberg-Hammarén and Harri Suutari to the Board of Directors for the term ending at the close of the following AGM. Esa Lager, LLM, MSc (Econ), was elected as a new member of the Board for the same term. Board members Kai Seikku and Timo Aukia have announced they will not be available as members of the Board of Directors of Alma Media Corporation.
Remuneration and election of the auditor
In accordance with the recommendation of the Audit Committee, the auditors' fee was decided to be paid according to the invoice approved by the company. Authorised Public Accountants PricewaterhouseCoopers Oy was elected as the company's auditor for the 2014 financial year. PricewaterhouseCoopers Oy has announced Mr Markku Launis to be the principal auditor.
Authorisation to the Board of Directors to decide on a share issue
The AGM authorised the Board of Directors to decide on a share issue. A maximum of 15,000,000 shares may be issued on the basis of this authorisation. The proposed maximum authorised amount represents around 20 % of the company's entire share capital. The share issue may be implemented by issuing new shares or transferring shares now in the possession of 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 parts.
The Board may use the authorisation for developing the capital structure of the company, widening the ownership base, financing or realising acquisitions or other arrangements, or for other purposes decided upon by the Board. The authorisation may not, however, be used to implement incentive programmes for the management or key personnel of the company. It is proposed that this authorisation remains valid until the subsequent AGM, but not past 30 June 2015.
Constitutive meeting of the Board of Directors
In its constitutive meeting held right after the AGM, the Board of Directors elected Harri Suutari as Chairman and Petri Niemisvirta as Deputy Chairman of the Board.
In addition, the Board of Directors appointed the members of its permanent committees. Perttu Rinta and Catharina Stackelberg-Hammarén were elected as members of the Audit Committee and Esa Lager as Chairman of the Committee. Esa Lager, Niklas Herlin and Erkki Solja were elected as members of the Nomination and Compensation Committee and Petri Niemisvirta as Chairman of the Committee.
Except for Perttu Rinta, Esa Lager and Niklas Herlin, the Board of Directors has evaluated the persons elected for the Board of Directors to be independent of the company and its major shareholders. The aforementioned members are evaluated to be independent of the company but not independent of its significant shareholders. Perttu Rinta is the Deputy Chairman of the Supervisory Board of Ilkka-Yhtymä Oyj, Esa Lager a Board member of Ilkka-Yhtymä Oyj and Niklas Herlin the Chairman of the Board of Mariatorp Oy.
Mikko Korttila, General Counsel of Alma Media Corporation, was appointed secretary to the Board of Directors.
ALMA MEDIA CORPORATION
Vice President, Communications and IR
For further information, please contact:
Rauno Heinonen, Vice President, Communications and IR, tel. +358 10 665 2251
Distribution: NASDAQ OMX Helsinki,
Alma Media in brief
Alma Media is a media company focusing on digital services and publishing. In addition to news services, the company's products provide useful information related to lifestyle, career and business development. The services of Alma Media have expanded from Finland to the Nordic countries, the Baltic States and Central Europe. The company employs 1,965 professionals (excluding distributors), of whom approximately one third are based outside Finland. Alma Media's revenue in 2013 totalled approximately MEUR 300. Alma Media's share is listed on NASDAQ OMX Helsinki. Read more at www.almamedia.com.