Notice to the Extraordinary General Meeting of Alma Media

Alma Media Corporation   Stock Exchange Release   May 21, 2010 at 8:00 (EEST)

 

NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF ALMA MEDIA

 

Shareholders of Alma Media Corporation are invited to the Extraordinary General Meeting (EGM) to be held in the conference room Pörssisali of Pörssitalo, address Fabianinkatu 14, Helsinki, Finland, on Thursday, August 19 at 14:00 hrs (2:00pm) EEST. The reception of registered participants and the serving of welcome coffee will commence at 13:00 (1:00pm).

 

A. Matters on the agenda

 

At the Extraordinary General Meeting, the following matters will be considered:

 

1. Opening of the meeting

 

2. Calling the meeting to order

 

3. Election of persons to scrutinise the minutes and to 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. Proposals by a shareholder of the company, Oy Herttaässä Ab

 

A shareholder of Alma Media, Oy Herttaässä Ab, holding approximately 13% of all shares in Alma Media, has requested the Board of Directors of Alma Media Corporation to convene an EGM. The Board of Directors received the request on April 23, 2010 and disclosed it by a stock exchange release on the same day.

 

Oy Herttaässä Ab has requested that the EGM considers the decision upon the printing facility investment, as well as increasing the number of the members of and complementing the Board of Directors. The letter of request is available in its entirety on Alma Media Corporation’s website at www.almamedia.fi/egm.

 

6 a The Board of Directors’ clarification regarding the printing facility investment

 

Oy Herttaässä Ab has requested the Board of Directors to present to the EGM a clarification regarding the planned printing facility investment. The nature of the requested clarification is described in more detail in the letter of request. Oy Herttaässä Ab proposes that “based on the clarification, the EGM should decide to cancel or continue the investment project.”

 

The Board of Directors of Alma Media will provide the requested clarification to the EGM but will not submit the matter for approval by the EGM because the decision on the printing facility investment belongs under the general jurisdiction of the Board of Directors.

 

6 b Decision on the number of the members of the Board of Directors

 

Oy Herttaässä Ab proposes to the EGM that the number of members of the Board of Directors be eight until the end of the next Annual General Meeting, thus complementing the Board of Directors with one member.

 

6 c Election of the members of the Board of Directors

 

Oy Herttaässä Ab proposes to the EGM that, according to their consent and as elected in the Annual General Meeting held on March 11, 2010, the Board members Lauri Helve, Seppo Paatelainen, Kai Seikku, Erkki Solja, Catharina Stackelberg-Hammarén, Kari Stadigh and Harri Suutari be re-elected and Kai Mäkelä elected as new member to the Board of Directors for the term ending at the close of the following ordinary Annual General Meeting. The resumé of Kai Mäkelä is described in the letter of request.

 

7. Closing of the meeting

 

B. Documents of the General Meeting

 

The above proposal by Oy Herttaässä Ab and this notice to the Extraordinary General Meeting are available immediately on Alma Media Corporation’s website at www.almamedia.fi/egm. The clarification by the Board of Directors regarding the printing facility investment will be available on the same web page no later than July 29, 2010. The said documents are also available at the Extraordinary General Meeting, and copies of them as well as this notice will be sent to shareholders on request. The minutes of the Extraordinary General Meeting will be published on the above web page no later than September 2, 2010.

 

C. Instructions for the participants in the Extraordinary General Meeting

 

1. The right to participate and registration

 

Shareholders who are registered no later than August 9, 2010 in the company’s shareholder register maintained by Euroclear Finland Oy have the right to attend the EGM. Shareholders with their shares entered in their Finnish book-entry accounts are registered in the company’s shareholders’ register.

 

Shareholders wishing to attend the EGM must register with the company so that the registration will have been received by the company no later than August 16, 2010 by 16:00 hrs (4:00pm) EEST. The registration may be delivered:

 

a) through the web page www.almamedia.fi/egm

b) by e-mail to yhtiokokous@almamedia.fi

c) by telephone on +358 10 665 2220

d) by telefax on +358 10 665 2270 or

e) by letter to Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, FI-00101 Helsinki, Finland.

 

When registering, the shareholder’s name, personal identification number, address, telephone number and the name of any assistant or proxy representative the shareholder wishes to use, as well as the personal identification number of said representative, are required. The personal information of shareholders disclosed to Alma Media Corporation will be used for no other purpose than the Extraordinary General Meeting and the necessary registrations pertaining to the meeting.

 

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, shareholders present at the General Meeting have the right to request information on matters dealt with by the meeting.

 

2. Proxy representative and powers of attorney

 

Shareholders may participate in the EGM and exercise their rights at the meeting by proxy representatives.

 

The proxy representative of a shareholder must present a dated proxy document or give other reliable proof that he/she is entitled to represent the shareholder. If the shareholder participates in the EGM by several proxy representatives who represent the shareholder with shares on separate securities accounts, the shares with which each representative represents the shareholder shall be notified in connection with the registration.

 

Any proxy documents should be delivered as originals to the address Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, FI-00101 Helsinki, Finland, before the period of registration expires.

 

3. Holders of nominee registered shares

 

Holders of nominee registered shares are requested to ask their custodian for instructions on being entered in the shareholder register, giving proxies and registering for participation in the General Meeting well in advance. The custodian’s depositary will enter the holder of the nominee registered share(s) wishing to participate in the Extraordinary General Meeting in the company’s temporary shareholder register no later than August 16, 2010 at 10:00 hrs EEST. More information is available on the company’s website at www.almamedia.fi/egm.

 

4. Other instructions and information

 

On the date of this notice to the EGM, May 20, 2010, Alma Media Corporation has a total of 74,994,023 shares and votes.

 

Helsinki, May 20, 2010

 

ALMA MEDIA CORPORATION

BOARD OF DIRECTORS

 

For further information, please contact:

Mikko Korttila, General Counsel, Alma Media Corporation, tel. +358 50 593 4589

 

Distribution: NASDAQ OMX Helsinki Oy, principal media

 

Alma Media in brief

 

Alma Media is a profitably growing and internationally expanding company with a focus on the future of newspapers and online media. Its best known products are the Aamulehti, Iltalehti, Kauppalehti and Etuovi.com.

 

Alma Media’s net sales in 2009 totalled MEUR 307.8 with an operating margin of 13.5 per cent. The company’s share (ALN1V) is listed in the NASDAX OMX Helsinki Exchange. Read more at www.almamedia.fi.

 

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