Alma Media Oyj

M&A Activity • Jul 5, 2023

The Board of Directors Alma Media Oyj Alvar Aallon katu 3C 00100 Helsinki, Finland

4 July 2023

Dear members of the board,

To our understanding, the Board of Directors (the "Board") of Alma Media Oyj ("Alma Media" or "Company") is evaluating the mandatory public takeover offer for Alma Media (the "Offer") made by Otava Oy (the "Bidder"). Pursuant to the terms of the Offer, the shareholders in Alma Media have been offered a cash payment of EUR 9.10 per Alma Media share (the "Offer Price").

In connection with the Offer, you have asked Danske Bank Corporate Finance (Department of Danske Bank A/S, Finland Branch) ("Danske Bank" or "we") to render an opinion in relation to the fairness of the Offer Price from a financial point of view, prepared based on the method of opinion described below.

Danske Bank has acted as financial advisor to the Company in connection with the Offer and will receive a fee for its services, including rendering this opinion ("Fairness Opinion").

Please be advised that while certain provisions of the Offer are summarized above, the terms of the Offer are more fully described in the offer document made public on 29 June 2023 (the "Offer Document"). As a result, the description of the Offer and certain other information contained herein is qualified in its entirety by reference to the more detailed information appearing or incorporated by reference in the Offer Document.

Method of opinion

This Fairness Opinion has been prepared based on principles, which we, applying our best professional judgement, have deemed adequate and reasonable.

For the purposes of this Fairness Opinion we have primarily, but not only, based our valuation of the Company on (i) multiples applied for companies which we in each case have deemed comparable to the Company (ii) a cash flow based analysis and (iii) multiples applied in transactions which we in each case have deemed relevant and comparable to the Offer. Additionally, in determining our opinion we have (i) reviewed broker recommendations and target prices and (ii) analyzed actual public takeover offer premiums in Finland in comparison to market capitalization.

Our opinion does not address the relative merits of the Offer as compared to any potential alternative business strategies or transactions that might be available with respect to the Company and does not constitute a recommendation to Alma Media's shareholders as to whether or not they should accept the Offer.

Basis of opinion

In rendering this Fairness Opinion, we have, among other things:

• i. Reviewed certain publicly available business and historical financial information relating to the Company;
• ii. Reviewed certain internal financial information relating to the business and its prospects, including estimates and financial forecasts prepared by the management, that have not been disclosed to the public;
• iii. Conducted discussion with, and relied on statements made by members of the senior management of the Company concerning the business, financial forecasts and financial position of the Company;
• iv. Reviewed publicly available information regarding the Company, such as, research estimates, research analyses and information regarding the underlying markets;
• v. Reviewed current and historical stock prices and trading volumes of the shares;
• vi. Reviewed publicly available financial and stock market information with respect to certain companies operating in similar sectors which we believe to be generally comparable to those of the Company;
• vii. Compared the Offer Price of the Offer with the publicly available financial terms of certain other transactions which we believe to be generally relevant;
• viii. Reviewed drafts of the Offer documents; and
• ix. Conducted other financial studies, analyses and considered other information, as we have deemed necessary and appropriate.

Assumptions

In rendering this Fairness Opinion, we have relied upon and assumed, without independent analysis or verification:

• a) the accuracy and completeness of the information used, and we have assumed no responsibility for independently verifying the accuracy and completeness of the information used or any part thereof;
• b) that Alma Media has submitted to us any and all information which to the best of Alma Media's knowledge and belief has or might have an impact on our valuation of the Company or this Fairness Opinion; and
• c) that Alma Media has received qualified legal advice regarding all relevant legal matters, and that, inter alia, such advice has been taken into account in the commercial assessments.

Qualifications

This Fairness Opinion is subject to the following qualifications:

In the ordinary course of our business, Danske Bank may actively trade the securities of Alma Media and derivatives hereof, for our own account, and for the accounts of customers, and accordingly, may at any time hold a long or short position in such securities.

This Fairness Opinion is based on economic, market, regulatory and other conditions in effect on 4 July 2023, and the information made available to us until that date. It should be pointed out that subsequent developments may have an impact on the valuation of the Company, but we are not under an obligation to update, revise or reconfirm this Fairness Opinion.

We have not verified the information received or any other information. We have not controlled the consistency of and completeness and accuracy of the information received or any other information obtained.

This Fairness Opinion contains subjective elements and reflects our best financial assessment.

We do not provide legal, technical, accounting or tax advice, nor are we actuaries and our services do not include actuarial determinations or evaluations, nor did we make an attempt to evaluate any actuarial assumptions. In addition, we have not reviewed any individual credit files nor have we made any independent evaluation or appraisal of the assets and liabilities of the Company, or any of its subsidiaries, and we have not been furnished with any such evaluation or appraisal. In that regard, we express no opinion as to the adequacy of the provisions of the Company, or any of its subsidiaries.

We have excluded from our analysis any consideration of the tax implications of the Offer for the Company.

Governing law; Arbitration

Any dispute arising out of, or relating to, this Fairness Opinion shall be construed in accordance with and governed by the laws of the Republic of Finland and shall be finally settled by arbitration in accordance with the rules of the Arbitration Rules of the Finland Chamber of Commerce by three arbitrators. The arbitration procedure shall take place in Helsinki and shall be carried out in the English language, if so requested by a party.

Reliance

Our advisory services and the opinion expressed herein are provided solely for the information and assistance of the Board of Directors of Alma Media in connection with its assessment of the Offer and may not, without our prior written consent, be relied upon by Alma Media for any other purpose or be or relied upon by any person other than Alma Media's board members. A copy of this letter may be included in its entirety in the announcement of the Board's statement on the Offer.

Conclusion

Based upon and subject to the content of this letter and based upon such other matters, as we consider relevant, it is our opinion that at the date of rendering this Fairness Opinion, the consideration to be received by the shareholders of Alma Media in connection with the Offer is not fair from a financial point of view.

Yours faithfully, DANSKE BANK A/S, Finland Branch Corporate Finance

Pekka Hiltunen Jaakko Eteläaho Head of Corporate Finance Managing Director