Alma Media Corporation Notice to Annual General Meeting 14 February 2020 at 8:15 (EET)
NOTICE TO THE ORDINARY ANNUAL GENERAL MEETING OF ALMA MEDIA
Shareholders of Alma Media Corporation are invited to the Annual General Meeting (AGM) to be held in the Bio Rex movie theatre (Lasipalatsi, second floor), at the address Mannerheimintie 22–24, Helsinki, Finland, on Wednesday 25 March 2020 at 12:00 noon (EET). The reception of registered participants, the distribution of voting slips and the coffee service will commence at 11:00 a.m.
A. Matters on the agenda at the AGM
The following matters will be considered at the Annual General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to examine the minutes and 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. Presentation of the 2019 Financial Statements, the Report by the Board of Directors and the Auditors’ Report
Review by the President and CEO
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that a dividend of EUR 0,40 per share be paid for the financial year 2019. The dividend will be paid to shareholders who are registered in Alma Media Corporation’s shareholder register maintained by Euroclear Finland Ltd on the record date, 27 March 2020. The Board of Directors proposes that the dividend be paid on 3 April 2020.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Discussion of the Remuneration Policy of the governing bodies
11. Resolution on the remuneration and travel allowances of the members of the Board of Directors
The Shareholders’ Nomination Committee proposes that the remuneration of the Board of Directors be kept unchanged, and that the following annual remuneration be paid to the members of the Board of Directors to be elected at the Annual General Meeting for the term of office ending at the close of the Annual General Meeting 2021: to the Chairman of the Board of Directors, EUR 62,500 per year; to the Vice Chairman, EUR 40,000 per year, and to members EUR 32,500 per year.
In addition, the Chair of the Board of Directors and the Chair of the Audit Committee would be paid a fee of EUR 1,500, the Chair of the Nomination and Compensation Committee a fee of EUR 1,000, the Deputy Chairs of the committees a fee of EUR 700 and members a fee of EUR 500 for those Board and Committee meetings that they attend. It is proposed that the travel expenses of Board members be compensated in accordance with company travel regulations.
It is proposed that the above-mentioned attendance fee for each meeting be
o doubled for (i) members living outside Finland in Europe or (ii) meetings held outside Finland in Europe; and
o tripled for (i) members resident outside Europe or (ii) meetings held outside Europe.
The members of the Board shall, as decided by the Annual General Meeting, acquire a number of Alma Media Corporation shares corresponding to approximately 40% of the full amount of the annual remuneration for Board members, taking into account tax deduction at source, at the trading price on the regulated market arranged by the Helsinki Stock Exchange. Members of the Board are required to arrange the acquisition of the shares within two weeks of the release of the first quarter 2020 interim report or, if this is not possible due to insider trading regulations, as soon as possible thereafter. If it is not possible to acquire the shares by the end of 2020 for a reason such as pending insider transactions, the annual remuneration shall be paid in cash. Shares acquired in this way cannot be transferred until the recipient’s membership on the Board has ended. The company is liable to pay any transfer taxes that may arise from the acquisition of shares.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Committee proposes that
seven (7) members serve on the Board of Directors.
13. Election of the members of the Board of Directors
The Nomination Committee of the Shareholders proposes that the current Board members Peter Immonen, Esa Lager, Alexander Lindholm, Petri Niemisvirta, Jorma Ollila, Päivi Rekonen and Catharina Stackelberg-Hammarén be re-elected for the new term of office, extending until the end of the next Annual General Meeting. The Nomination Committee further proposes that Jorma Ollila serve as the Chair of the Board of Directors and Petri Niemisvirta serve as the Vice Chair.
All the proposed Board members are assessed to be independent of the company. The members of the Board, with the exception of Peter Immonen, Esa Lager, Alexander Lindholm and Jorma Ollila, are also assessed to be independent of the company’s significant shareholders. The proposed Board members are assessed to be dependent of the company’s significant shareholders based on the following grounds: Peter Immonen is a member of the Board of Mariatorp Oy, Esa Lager is a member of the Board of Ilkka-Yhtymä Oyj, Alexander Lindholm is the CEO of Otava Group and Jorma Ollila has been a member of the Board of Otava Ltd. for ten consecutive years in 2019 (a relationship with a significant shareholder pursuant to subsection j) of Recommendation 10 of the Corporate Governance Code).
The personal details of the current members of the Board and information on their positions of trust can be found at http://www.almamedia.fi/en/investors/governance/board-of-directors.
All the proposed members of the Board of Directors have given their permission for their election.
Shareholders representing more than half of Alma Media’s shares and voting rights have indicated that they support the Shareholders’ Nomination Committee's proposal.
14. Resolution on the auditor’s pay
In accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the auditor’s fees be paid according to the invoice approved by the company.
15. Resolution on the number of auditors
In accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the Annual General Meeting elect one company auditor for the 2020 financial year.
16. Election of the auditor
In accordance with the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the auditing firm PricewaterhouseCoopers Oy be elected as the company’s auditor for the 2020 financial year. PricewaterhouseCoopers Oy has confirmed that Markku Launis, APA, would serve as the principal auditor.
17. Authorisation to the Board of Directors to repurchase own shares
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the repurchase of a maximum of 824,000 shares, in one or more lots. The proposed maximum authorised quantity represents approximately one (1) per cent of the company’s entire share capital. The shares shall be acquired using the company’s non-restricted shareholders’ equity through trading in a regulated market arranged by Nasdaq Helsinki Ltd and in accordance with its rules and instructions, for which reason the acquisition is directed, in other words, the shares will be purchased other than in proportion to the shareholders’ current holdings. The price paid for the shares shall be based on the price of the company share on the regulated market, so that the minimum price of purchased shares is the lowest market price of the share quoted on the regulated market during the term of validity of the authorisation and the maximum price, correspondingly, the highest market price quoted on the regulated market during the term of validity of the authorisation. Shares can be purchased for the purpose of improving the company’s capital structure, financing or carrying out corporate acquisitions or other arrangements, implementing incentive schemes for the management or key employees or to be otherwise transferred or cancelled. It is proposed that the authorisation be valid until the following AGM; however, until no later than 30 June 2021.
18. Authorisation to the Board of Directors to decide on the transfer of own shares
The Board of Directors proposes that the Annual General Meeting authorise it to decide on a share issue by transferring shares in possession of the company. Based on the authorisation, a maximum of 824,000 shares can be issued. The proposed maximum authorised quantity represents approximately one (1) per cent of the company's entire share capital. 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 lots. The Board of Directors can use the authorisation to implement incentive programmes for the management or key employees of the company.
It is proposed that the authorisation be valid until the following AGM; however, until no later than 30 June 2021. This authorisation overrides the share issue authorisation granted at the Annual General Meeting of 15 March 2019.
19. Authorisation to the Board of Directors to decide on a share issue
The Board of Directors proposes that the Annual General Meeting authorise the Board to decide on a share issue. The authorisation would entitle the Board to issue a maximum of 16,500,000 shares. The proposed maximum number of shares issuable under the authorisation corresponds to approximately 20 per cent of the company’s entire share capital. The share issue can be implemented by issuing new shares or by transferring treasury shares. 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 lots.
The Board can use the authorisation for developing the capital structure of the company, widening the ownership base, financing or executing acquisitions or other arrangements, or for other purposes decided on by the Board. The authorisation cannot, however, be used to implement incentive programmes for the management or key employees of the company.
It is proposed that the authorisation be valid until the following AGM; however, until no later than 30 June 2021. This authorisation overrides the corresponding share issue authorisation granted at the AGM of 15 March 2019, but not the share issue authorisation proposed above in section 18.
20. Charitable donations
The Board of Directors proposes that the Annual General Meeting authorise the Board to decide on donations amounting to no more than a total of EUR 50,000 to universities in 2020–2021, with the more detailed conditions of the donations to be decided by the Board of Directors.
21. Closing of the meeting
B. Documents of the AGM
The above proposals on the company's agenda and this notice to the Annual General Meeting are available on the Alma Media Corporation website at https://www.almamedia.fi/en/investors/governance/general-meeting/2020. The Financial Statements, the Report by the Board of Directors and the Auditor’s Report will be available on the company website no later than 4 March 2020. The proposals and other aforementioned documents will also be available at the AGM, and copies of these and this notice will be sent to shareholders on request. The minutes of the AGM will be available on the above website no later than 8 April 2020.
C. Instructions to the participants of the AGM
1. Shareholders registered on the shareholder register
Shareholders who are registered on 13 March 2020 in the shareholder register of the company, maintained by Euroclear Finland Ltd, have the right to attend the AGM. Shareholders whose shares are registered on his/her personal Finnish book-entry account are registered on the company’s shareholder register.
Registered shareholders wishing to attend the AGM must register no later than 12:00 noon (EET) on 20 March 2020, by which deadline the registrations are required to have reached the company. Participants may register for the AGM starting from 9:00 a.m. EET on 26 February 2020
a. through the company website at https://www.almamedia.fi/en/investors/governance/general-meeting/2020 or by email at email@example.com
b. by telephone at +358 (0)10 665 2220 from Monday to Friday between 9:00 a.m. and 12:00 noon (EET)
c. by letter to Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, 00101 Helsinki, Finland.
When registering, shareholders shall provide their name, personal identity code, address and telephone number as well as the name of any assistant or proxy representative and the personal identity code of the proxy representative. Personal information provided by shareholders to Alma Media Corporation will only be used for processing AGM registrations and other related registrations.
The shareholder or their appointed representative or proxy representative must be able to provide proof of their identification and/or representation rights at the venue of the AGM.
2. Holders of nominee-registered shares
Holders of nominee-registered shares are entitled to attend the Annual General Meeting based on the shares that would entitle them to be entered in the shareholder register, maintained by Euroclear Finland Ltd, on 13 March 2020. In addition, participation in the AGM requires that such shareholders are, based on these shares, temporarily entered in the shareholder register maintained by Euroclear Finland Ltd no later than 20 March 2020 at 10:00 a.m. (EET). For nominee-registered shares, this will be considered as a registration to participate in the Annual General Meeting.
Holders of nominee-registered shares are advised to consult their asset manager well in advance for instructions on being entered temporarily on the shareholder register, giving proxies and registering for participation in the AGM. The asset manager’s account manager must announce holders of nominee-registered shares who wish to attend the AGM for temporary registration on the company’s shareholder register no later than the aforementioned date and time.
Further information is available on the Alma Media Corporation website at https://www.almamedia.fi/en/investors/governance/general-meeting/2020.
3. Proxy representatives and proxy documents
Shareholders may attend the AGM and exercise their rights at the meeting through proxy representatives. The proxy representative of a shareholder must present a dated proxy document or provide other reliable proof that they are entitled to represent the shareholder. Should a shareholder attend the AGM via more than one proxy representative representing this shareholder's shares stored in different securities accounts, the shares by virtue of which each proxy representative is representing the shareholder must be specified 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, 00101 Helsinki, Finland before the expiry of the registration period.
4. Other instructions/information
Shareholders present at the AGM have the right, under Chapter 5, Section 25 of the Limited Liability Companies Act, to request more detailed information on the matters dealt with by the meeting.
On the date of this notice to the AGM, 14 February 2020, Alma Media Corporation has a total of 82,383,182 shares and votes.
Helsinki, 14 February 2020
ALMA MEDIA CORPORATION
BOARD OF DIRECTORS
For more information, please contact: Mikko Korttila, General Counsel of Alma Media Corporation, secretary to the Board of Directors,
tel. +358 10 665 2201
Distribution: NASDAQ Helsinki Stock Exchange, main media, almamedia.com
Alma Media in brief
Alma Media is a dynamic digital service business and media company with a strong capacity for renewal. The company’s best-known brands are Kauppalehti, Talouselämä, Iltalehti, Aamulehti, Etuovi.com and Monster. Alma Media builds sustainable growth expanding its offering from media to related digital services fulfilling the needs of users’ everyday life as consumers and as professionals in business. Alma Media operates in 11 countries in Europe. Alma Media employs approximately 1,800 professionals. Alma Media’s revenue from continuing operations was EUR 250.2 million in 2019. Alma Media’s share is listed on NASDAQ Helsinki. Read more at www.almamedia.com