Regulatory press release

Notice to the Annual General Meeting of Alma Media Corporation

Alma Media Corporation     Notice to Annual General Meeting     5 March 2025 at 10.30 a.m.

NOTICE TO THE ANNUAL GENERAL MEETING OF ALMA MEDIA CORPORATION 

Shareholders of Alma Media Corporation are invited to the Annual General Meeting (AGM) to be held in the Grand Ballroom of the Scandic Grand Central Helsinki at the address Vilhonkatu 13, 00100 Helsinki, Finland on Thursday, 10 April 2025 at 12:00 noon EEST. Attendees are advised to use the Juhlatilat (Grand Events) entrance. The reception of registered participants, the distribution of voting slips and the coffee service will commence at 11:00 a.m. 

Shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting are presented in part C of this notice to the Annual General Meeting.

Before the meeting, shareholders may also submit questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act on the matters to be discussed at the meeting in writing. Instructions for submitting written questions are presented in part C of this notice to the Annual General Meeting.

A. Matters on the agenda at the AGM 

The following matters will be considered at the Annual General Meeting: 

Opening of the meeting

Calling the meeting to order

Election of persons to examine the minutes and supervise the counting of votes

Recording the legality of the meeting

Recording the attendance at the meeting and adoption of the list of votes

Presentation of the 2024 financial statements, the Report by the Board of Directors, the Sustainability Statement included in the Report by the Board of Directors and the Auditors' Report

Review by the President and CEO. 

The Financial Statements, the Report by the Board of Directors, the Sustainability Statement included in the Report by the Board of Directors and the Auditors' Report will be available from 20 March 2025 on the company's website at https://www.almamedia.fi/en/investors/governance/general-meeting/2025/.

Adoption of the Financial Statements

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 0,46 per share be paid for the financial year 2024. 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 of the payment, 14 April 2025. The Board of Directors proposes that the dividend be paid on 23 April 2025.

Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability for the financial period 1 January-31 December 2024

Discussion of the Remuneration Report for the governing bodies

The Remuneration Report for the Group's governing bodies will be available from 20 March 2025 on the company's website at https://www.almamedia.fi/en/investors/governance/general-meeting/2025.

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 members of the Board of Directors be increased 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 2026: to the Chair of the Board of Directors EUR 75,700 (currently EUR 68,800) per year, to the Vice Chair EUR 48,400 (currently EUR 44,000) per year, and to Members EUR 39,400 (currently EUR 35,800) 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 the Board and Committee meetings they attend. It is proposed that the travel expenses of the Members of the Board be compensated in accordance with the company travel regulations.

It is proposed that the aforementioned attendance fee for each meeting be

doubled for (i) Members living outside Finland in Europe or (ii) meetings held outside Finland in Europe; and

tripled for (i) Members resident outside Europe or (ii) meetings held outside Europe.

The Members of the Board will, as decided by the Annual General Meeting, acquire a number of Alma Media Corporation shares corresponding to approximately 40 per cent of the full amount of the annual remuneration for Members of the Board, taking into account tax deduction at source, at the trading price on the regulated market of 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 2025 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 2025 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 asset transfer taxes which may arise from the acquisition of shares. 

Resolution on the number of Members of the Board of Directors

The Shareholders' Nomination Committee proposes to the Annual General Meeting of Alma Media Corporation, scheduled to be held on 10 April 2025, that the number of the members of the Board be confirmed to be seven (7). 

Election of the Members of the Board of Directors

Of the current Board Members, Peter Immonen, Esa Lager and Kaisa Salakka have announced that they will be unavailable as members of the Board of Alma Media Corporation.

The Shareholders' Nomination Committee proposes that the current Board Members be re-elected for the new term of office, extending until the end of the next Annual General Meeting: Eero Broman, Heikki Herlin, Ari Kaperi, Alexander Lindholm, Catharina Stackelberg-Hammarén, and that Marika Auramo and Hanna Kivelä be elected as new members of the Board for the same term. The Nomination Committee further proposes that Catharina Stackelberg-Hammarén serve as the Chair of the Board of Directors and Eero Broman serve as the Vice Chair.

Marika Auramo (b. 1967, MBA) has been the CEO of Vodafone Business since 2024 and serves as a member of the Board of Directors of QT Group and Digital Workforce, among others.

Hanna Kivelä (b. 1974, M.Sc. (Eng.), MBA) has served as Managing Director of Fujitsu Finland and Estonia since 2022 and serves as a member of the Board and Vice Chair of Lindström Group and Excellence Finland, among others.

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.

All the proposed Board Members are assessed to be independent of the company. All the proposed Board Members, with the exception of Eero Broman, Heikki Herlin and Alexander Lindholm, are also assessed to be independent of the company's significant shareholders.

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 2025 financial year.

16. Election of the auditor

In accordance with the proposal of the Board of Directors' Audit Committee, the Board suggests that, for the financial year 2025, the Annual General Meeting elects Ernst & Young Oy as the company's auditor. Ernst & Young Oy has announced that Terhi Mäkinen, Authorised Public Accountant, will act as the principal auditor.

17. Decision on the remuneration of the verifier of sustainability reporting

In accordance with the recommendation of the Board of Directors' Audit Committee, the Board of Directors proposes that the remuneration of the verifier of sustainability reporting be paid according to the invoice approved by the company.

18. Election of a verifier for sustainability reporting

In accordance with the recommendation of the Audit Committee of the Board of Directors, the Board of Directors proposes that the Annual General Meeting elect Ernst & Young Oy as the verifier of the company's sustainability reporting for the financial year 2025. Ernst & Young Oy has announced that Terhi Mäkinen, Authorised Public Accountant, will act as the verifier of the sustainability reporting.

19. 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 own shares, in one or more lots. The proposed maximum number of shares issuable under the authorisation corresponds to approximately one (1) per cent of the company's entire share capital. The shares are to 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 must 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 2026.  

20. 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 treasury shares. The authorisation would entitle the Board to issue a maximum of 824,000 shares. The proposed maximum number of shares issuable under the authorisation corresponds to 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 schemes for the management or key employees of the company. 

It is proposed that the authorisation be valid until the following AGM; however, no later than 30 June 2026. This authorisation overrides the share issue authorisation granted at the Annual General Meeting of 5 April 2024. 

21. 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. A maximum of 16,500,000 shares may be issued on the basis of this authorisation. 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 schemes 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 2026. This authorisation overrides the corresponding share issue authorisation granted at the AGM of 5 April 2024, but not the share issue authorisation proposed above in section 20. 

22. Charitable donations  

The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on donations totalling a maximum of EUR 100,000 for charitable or corresponding purposes, as well as to decide on the recipients of donations, their intended uses and other terms and conditions of the donations.

23. 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

http://www.almamedia.fi/en/investors/governance/general-meeting/2025. The Financial Statements of Alma Media Corporation, the Report by the Board of Directors, the Sustainability Statement included in the Report by the Board of Directors, the Auditors' Report and the Remuneration Report will be available on the company website no later than 20 March 2025. The proposals and other aforementioned documents will also be available at the AGM.

The minutes of the AGM will be available on the above website no later than 24 April 2025. 

C. Instructions to the participants of the AGM 

1. Shareholders registered in the shareholder register 

Shareholders who are registered in the shareholder register of the company, maintained by Euroclear Finland Ltd, on the record date, 31 March 2025, have the right to attend the AGM. Shareholders whose shares are registered on their personal Finnish book-entry account are registered on the company's shareholder register. 

Participants may register for the AGM from 9:00 a.m. (EET) on 6 March 2025. Registered shareholders wishing to attend the AGM must register no later than 10:00 a.m. (EEST) on 7 April 2025, the deadline for their registrations to have reached the company. Participants can register for the AGM:

A.) online at: https://www.almamedia.fi/en/investors/governance/general-meeting/2025/.

Electronic registration requires strong identification of the shareholder or their legal representative or agent with Finnish, Swedish or Danish bank IDs or a mobile certificate;

B.) by email to Innovatics Ltd at the following address: agm@innovatics.fi.

The registering shareholder must include in the message the registration form available on the company's website

https://www.almamedia.fi/en/investors/governance/general-meeting/2025/ and any advance voting form or similar information;

C.) by post to Innovatics Ltd at the following address: Innovatics Oy, Yhtiökokous / Alma Media Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland. The registering shareholder must include in the message the registration form available on the company's website

https://www.almamedia.fi/en/investors/governance/general-meeting/2025/ and any advance voting form or similar information; or

D.) by phone to +358 10 2818 909 on weekdays between 9:00 a.m. and 12:00 noon or between 1:00 p.m. and 4:00 p.m. Advance voting is not possible when registering by phone.

When registering, shareholders shall provide the requested information, such as their name, date of birth or business ID, address, telephone number and email address as well as the name of any assistant or the name, date of birth and telephone number and/or email address of a 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. 

More information on registration and advance voting is available by phone during the registration period of the Annual General Meeting. Please call Innovatics Ltd +358 10 2818 909 on weekdays between 9:00 a.m. and 12:00 noon or between 1:00 p.m. and 4:00 p.m.

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 the AGM's record date, 31 March 2025. In addition, participation in the AGM requires such shareholders, based on these shares, to be temporarily entered on the shareholder register maintained by Euroclear Finland Ltd no later than 10:00 a.m. on 7 April 2025. For nominee-registered shares, this will be considered as a registration to participate in the Annual General Meeting. Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes of the shareholder.

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 voting instructions, registration for and participation in the AGM and advance voting. 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 and, if necessary, arrange advance voting on behalf of a nominee-registered shareholder before the end of the registration period for nominee-registered shareholders.

Further information is available on the Alma Media Corporation website at https://www.almamedia.fi/en/investors/governance/general-meeting/2025/.  

3. Proxy representatives and proxy documents 

Shareholders may attend the AGM and exercise their rights at the meeting through proxy representatives. The proxy representative may also vote in advance in the manner described in this notice. The proxy representative must verify their identity for the electronic registration service and advance voting personally using strong identification, after which they will be able to register and, if necessary, vote in advance on behalf of the shareholder they represent. 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 at the AGM. The right of representation can be demonstrated by utilising the Suomi.fi e-Authorizations service available in the electronic registration service.

The template for the proxy and voting instructions is available on the company's website at https://www.almamedia.fi/en/investors/governance/general-meeting/2025/. Should a shareholder attend the AGM via more than one proxy representative representing this shareholder's shares held 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.

Possible powers of attorney are requested to be delivered primarily as an attachment in connection with electronic registration or, alternatively, by post to the following address: Innovatics Oy, Yhtiökokous / Alma Media Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to agm@innovatics.fi before the end of the registration period. In addition to submitting proxies, the shareholder or their proxy representative shall ensure that they register for the Annual General Meeting in the manner described above in this notice. Instead of using a traditional proxy, shareholders can also use the electronic Suomi.fi e-Authorization service to authorise their proxy representatives. In this case, the shareholder authorises its appointed proxy representative in the Suomi.fi service at www.suomi.fi/e-authorizations ("Representation at the Annual General Meeting"). In the Annual General Meeting service, the proxy representative must identify themselves with strong electronic identification in connection with the registration. After that, the electronic authorisation is checked automatically. Strong electronic identification works with bank IDs or a mobile certificate. Further information on electronic authorisation is available at https://www.suomi.fi/e-authorizations.

4. Advance voting

Shareholders who have a Finnish book-entry account may vote in advance between 9:00 a.m. on 6 March 2025 and 10:00 a.m. on 7 April 2025 for items 7-22:

A.) online at:

https://www.almamedia.fi/en/investors/governance/general-meeting/2025/.

Signing in to the service follows the same steps as the registration in section C.1 of this notice;

B.) by email by submitting an advance voting form available on the company's website or equivalent information to Innovatics Ltd at the following address:

agm@innovatics.fi; or

C.) by post by submitting an advance voting form available on the company's website or equivalent information to Innovatics Ltd at the following address: Innovatics Oy, Yhtiökokous / Alma Media Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.

Advance votes must be received by the end of the advance voting period. In addition to advance voting, shareholders must ensure that they register for the Annual General Meeting before the end of the registration period.

Shareholders who have voted in advance cannot use their right, pursuant to the Finnish Limited Liability Companies Act, to request more detailed information, to use their right to demand a vote at the AGM or to vote on a potential counter-proposal, unless they participate in the AGM at the meeting venue themselves or by proxy.

In the case of a nominee-registered shareholder, advance voting takes place through an account manager organisation. The account manager may vote in advance on behalf of nominee-registered shareholders whom the account manager represents in accordance with the voting instructions given by the nominee-registered shareholders during the registration period set for nominee-registered shares.

The decision proposal subject to advance voting shall be deemed to have been submitted to the Annual General Meeting unchanged. It will not be possible to make counter-proposals during advance voting.

Advance votes will be taken into account in the voting result, if a full counting of votes is carried out in the item. If a full counting of votes is not carried out in the item of the Annual General Meeting, the opposing and absent votes given in the advance voting and in the voting instructions of holders of nominee-registered shares shall be recorded in the minutes in connection with each item. To the extent that, in the advance voting and in the voting instructions of holders of nominee-registered shares, opposing votes have been presented without a counter-proposal on matters where it is not possible to oppose the proposal without a counter-proposal, such votes shall not be taken into account as opposing votes in the event of a vote, nor shall they be recorded in the relevant sections of the minutes.

The terms and conditions of advance voting online and the instructions concerning the advance voting process will be available on the company website at

https://www.almamedia.fi/en/investors/governance/general-meeting/2025/ no later than 6 March 2025.

5. Other instructions and information 

The AGM will be conducted in Finnish.

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. 

Shareholders may also submit questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act on the matters to be discussed at the meeting by email to yhtiokokous@almamedia.fi until 27 March 2025. The management of the company will answer questions submitted in advance in writing at the Annual General Meeting. A shareholder must provide sufficient evidence of their shareholding when submitting their question.

Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes of the shareholder.

On the date of this notice to the AGM, 5 March 2025, Alma Media Corporation has a total of 82,383,182 shares and votes. 

Helsinki, 5 March 2025 

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 50 593 4589

Distribution:  

NASDAQ Helsinki Stock Exchange, main media, almamedia.fi