Alma Media Oyj — Proxy Solicitation & Information Statement 2018

Feb 14, 2018

Notice to the Ordinary Annual General Meeting of Alma Media

Notice to the Ordinary Annual General Meeting of Alma Media

Alma Media Corporation   Stock Exchange Release   14 February 2018, 8.15 a.m.
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 Pörssisali room of the Pörssitalo building (the Helsinki
Stock Exchange), at the address Fabianinkatu 14, Helsinki, Finland, on Wednesday
14 March 2018 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 Annual General Meeting

The following matters will be considered at the AGM:

1. 1.         Opening of the meeting

2. 2.        Calling the meeting to order

3. 3.         Election of persons to scrutinize the minutes and supervise the
   counting of votes

4. 4.        Recording the legality of the meeting

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

6. 6.        Presentation of the 2017 Financial Statements, the Report by the
   Board of Directors and    the Auditors’ Report

Review by the President and CEO

1. 7.         Adoption of the Financial Statements

2. 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 0,24 per share be paid
for the financial year 2017.  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, 16 March 2018. The Board of Directors
proposes that the dividend be paid on 23 March 2018.

1. 9.        Resolution on the discharge of the members of the Board of
   Directors and the President and CEO from liability

2. 10.    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 AGM for
the term of office ending at the close of the AGM 2019: to the Chairman of the
Board of Directors, EUR 40,000 per year; to the Vice Chairman, EUR 32,000 per
year; and to members EUR 27,000 per year.

Additionally, and in accordance with the resolution of the AGM 2016, it is
proposed that the Chairmen of the Board and its Committees be paid a fee of EUR
1,000, Vice Chairmen 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 Board
members’ travel expenses be compensated in accordance with company travel
regulations.

It is proposed that the above-mentioned 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 shall, as decided by the AGM, acquire a number of Alma
Media Corporation shares corresponding to approximately 40 per cent 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
2018 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 year 2018 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 of the Board has
ended. The company is liable to pay any transfer taxes that may arise from the
acquisition of shares.

1. 11.     Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Committee proposes that eight (8) members serve on
the Board of Directors.

1. 12.    Election of the members of the Board of Directors

Of the current Board Members, Harri Suutari and Mitti Storckovius have announced
that they are no longer available to serve as members of the Board of Alma Media
Corporation.

The Nomination Committee of the Shareholders proposes that the current Board
members be re-elected for the new term of office, extending until the end of the
next AGM: Esa Lager, Petri Niemisvirta, Matti Korkiatupa and Catharina
Stackelberg-Hammarén. The Nomination Committee also proposes that Peter Immonen,
Alexander Lindholm, Heike Tyler and Päivi Rekonen be elected as new Board
members for the same term of office. The Nomination Committee further proposes
that Petri Niemisvirta serve as Chairman of the Board of Directors and Catharina
Stackelberg-Hammarén serve as Vice Chairman.

Peter Immonen, born in 1959, M.Sc. (Econ.), has acted as the Chairman of the
Board of WIP Asset Management Oy since 2005. Immonen is a Member of the Board of
Mariatorp Oy, Wipunen varainhallinta Oy, Dasos Capital Oy and Finsilva Oyj.

Alexander Lindholm, born in 1969 (BBA), has acted as the CEO of Otava Group
since 2010. Lindholm is a Member of the Board of Otava Oy as well as Chairman of
the Board of Yhtyneet Kuvalehdet Oy/Otavamedia Oy, Kustannusosakeyhtiö Otava,
Suomalainen Kirjakauppa Oy, NettiX Oy and Kirjavälitys Oy. He is also chairman
of the Executive Management Group of Mediapooli.

Heike Tyler, born in 1969, Master’s degree in German and Slavonic literature,
MBA (HBS/ IMD), has been an entrepreneur, advisor and investor in startups and
accelerating growth businesses in the digital industry since 2016. Tyler has
been the CEO of Sanoma Media Russia & CEE and member of the Executive Management
Group of Sanoma Corporation.

Päivi Rekonen, born in 1969, M. Sc. (Economics), M.Sc. (Social Sciences), has
acted as an independent strategy advisor since 2018. Rekonen has previously
served as Managing Director in Group Technology at UBS. Rekonen is a Member of
the Board of F-Secure Corporation.

The personal details of the current members of the Board and information on
their positions of trust can be found on the company website at
https://www.almamedia.fi/en/investors/governance/board-of-directors.

All proposed members of the Board of Directors have given their permission for
their election.

Shareholders representing more than half of the company’s shares and voting
rights have indicated that they support the Shareholders’ Nomination Committee's
proposal.

1. 13.     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 invoice approved by the company.

1. 14.    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 AGM elect one auditor for
the 2018 financial year.

1. 15.    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 2018
financial year.

1. 16.    Authorisation to the Board of Directors to repurchase own shares

The Board of Directors proposes that the AGM 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 on 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 otherwise than in proportion to 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 programmes
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 2019.

1. 17.     Authorisation to the Board of Directors to decide on the transfer of
   own shares

The Board of Directors proposes that the AGM authorise the Board of Directors to
decide on a share issue by transferring treasury shares. 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
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 2019. This authorisation shall override the
corresponding share issue authorisation granted at the AGM of 22 March 2017.

1. 18.    Authorisation to the Board of Directors to decide on a share issue

The Board of Directors proposes that the AGM authorise the Board of Directors 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 2019. This authorisation shall override the
corresponding share issue authorisation granted at the AGM of 22 March 2017, but
not the share issue authorisation proposed above in Section 17.

1. 19.     Charitable donations

The Board of Directors proposes that the AGM authorise the Board to decide on
donations amounting to no more than a total of EUR 50,000 to universities in
2018–2019, with the more detailed conditions of the donations to be decided by
the Board of Directors.

1. 20.   Resolution on forfeiture

When Alma Media Corporation’s shares were incorporated into the book-entry
system on 3 February 2005, the shareholders were to request that their shares be
registered in their book-entry accounts no later than on the registration date,3
February 2005, referred to in Chapter 3 a, Section 2 of the previous Finnish
Limited Liability Companies Act (734/1978). In accordance with Chapter 3 a,
Section 3 of the previous Finnish Limited Liability Companies Act (734/1978),
the Central Securities Depository opened a joint book-entry account in the name
of the company for any shareholders who failed to request that their shares be
registered by the aforementioned date of registration at the latest.
Pursuant to Section 8, Subsection 2 of the Act on the implementation of the
current Finnish Limited Liability Companies Act (625/2006), the AGM may, in
accordance with Chapter 3, Section 14 a, Subsection 3 of the current Finnish
Limited Liability Companies Act (624/2006), decide that, with regard to shares
entered in the joint book-entry account, the right to shares incorporated in the
book-entry system and the rights attached to such shares are forfeited after ten
years have elapsed since the registration date and the entry into force of the
current Finnish Limited Liability Companies Act. The current Finnish Limited
Liability Companies Act entered into force on 1 September 2006.
The Board of Directors proposes that the AGM resolve that the rights to the
shares entered in the joint book-entry account and the rights attached to such
shares be forfeited. The forfeiture of shareholder rights would concern shares
that are recorded in the joint book-entry account, and with regard to which the
registration of shareholder rights to the book-entry account designated by the
shareholder has not been validly requested prior to the relevant resolution of
the AGM by 12:00 noon EET on 14 March 2018. The proposal thus concerns maximum
198,658 Alma Media Corporation shares which are recorded in the joint book-entry
account on the date of this Notice to the AGM and which are held in paper form
by the shareholder. The shares which the shareholder has validly requested to be
registered to the book-entry account designated by the shareholder no later than
at 12:00 noon EET on 14 March 2018, and regarding which the subsequent request
for conversion is finalised by 30 September 2018, shall be deducted from the
aforementioned number of shares. Should the AGM decide on the forfeiture of such
shares and the rights attached to them, the provisions on treasury shares shall
apply to the forfeited shares in accordance with Chapter 3, Section 14 a,
Subsection 3 of the Finnish Limited Liability Companies Act. The Board of
Directors thus proposes that the forfeited shares may be used to implement
incentive programmes for the management or key employees, in the manner
specified in Section 17 above, or the shares may be cancelled. The Board of
Directors further proposes that the AGM authorise the Board of Directors to take
any and all measures required by this resolution.

1. 21.    Amendment of the Articles of Association

The Board of Directors proposes that the AGM resolve that the Articles of
Association of the company shall be amended in Section 7 to reflect the entering
into force of the new Finnish Auditing Act (1141/2015), and that Section 8 shall
be amended to correspond to market practice.

Under the new Finnish Auditing Act, the supervision of auditors is vested with
the Auditor Oversight of the Finnish Patent and Registration Office as of 1
January 2016. Section 7, Subsection 1 of the Articles of Association is
therefore proposed to be amended to read as follows:

“For the purpose of audit of the company’s accounts and administration, the
company shall have at least one (1) auditor, who shall have (1) deputy. An
auditing firm can also be appointed as auditor. If an auditing firm registered
with the Auditor Register maintained by the Finnish Patent and Registration
Office, the responsible auditor of which is an Authorized Public Accountant, is
appointed as auditor, no deputy is required.”

Section 8 of the Articles of Association is proposed to be amended so that the
company may, in accordance with market practice, announce the notice to General
Meeting, in addition to the means permitted by the current Articles of
Association, on the company website. Section 8, Subsection 1 is proposed to be
amended to read as follows:

“General Meetings shall be announced in at least three newspapers published by
the company or its subsidiary or on the company website or else in writing to
shareholders by registered letter not earlier than three (3) months and not
later than three (3) weeks prior to the meeting date. The invitation to a
General Meeting shall, however, be delivered no later than nine (9) days before
the record date for the meeting.”

1. 22.    Closing of the meeting

B. Documents of the AGM

The above proposals on the company's agenda and this notice to the AGM are
available on the Alma Media Corporation website at
www.almamedia.com/investors/corporate-governance/general-meeting/2018. 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 21 February 2018.
The proposals and other aforementioned documents will also be available at the
AGM, and copies of the documents 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 28 March 2018.

C. Instructions to the participants of the AGM

1. Shareholders registered on the shareholder register

Shareholders who are registered on 2 March 2018 on the shareholder register of
the company, maintained by Euroclear Finland Ltd, have the right to attend the
AGM. Shareholders whose shares are registered on their personal Finnish book
-entry accounts, are registered on the company’s shareholder register.

Registered shareholders wishing to attend the AGM must register no later than
4:00 p.m. EET on 9 March 2018, by which deadline the registrations are required
to have reached the company. Participants may register for the AGM from 9:00
a.m. EET on 16 February 2018:

a.        through the company website at
http://www.almamedia.fi/en/investors/governance/general-meeting/2018 or by email
at yhtiokokous@almamedia.fi
b.        by telephone at +358 10 665 2220 from Monday to Friday between 9:00
a.m. and 4:00 p.m. 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.

1. Holders of nominee-registered shares

Holders of nominee-registered shares are entitled to attend the AGM based on the
shares that would entitle them to be entered on the shareholder register,
maintained by Euroclear Finland Ltd, on 2 March 2018. 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 9 March 2018 at 10:00 a.m. For nominee-registered shares, this will be
considered as a registration to participate in the AGM.

Holders of nominee-registered shares are advised to consult their asset manager
well in advance for instructions on being temporarily entered 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
http://www.almamedia.fi/en/investors/governance/general-meeting/2018.

1. 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.

1. Other instructions/information

Shareholders present at the AGM have the right, under Chapter 5, Section 25 of
the Finnish 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 2018, Alma Media Corporation
has a total of 82,383,182 shares and votes.

Helsinki, 14 February 2018

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

Alma Media in brief

Alma Media is a media company focusing on the service business and journalistic
content. The company’s best-known brands are Kauppalehti, Talouselämä,
Affärsvärlden, Iltalehti, Aamulehti, Etuovi.com and Monster. Alma Media builds
sustainable growth for its customers by utilising the opportunities of
digitality, including information services, system and expert services and
advertising solutions. Alma Media’s operations have expanded from Finland to the
Nordic countries, the Baltics and Central Europe. Alma Media employs
approximately 2,250 professionals (excluding delivery personnel), of whom
approximately 30% work outside Finland. Alma Media’s revenue in 2017 was EUR
367.3 million. Alma Media’s share is listed on NASDAQ Helsinki. Read more at
www.almamedia.com.