Alma Media Oyj — Proxy Solicitation & Information Statement 2021

Feb 17, 2021

Notice to the Annual General Meeting of Alma Media

Notice to the Annual General Meeting of Alma Media

Alma Media Corporation         Notice to Annual General Meeting        17
February 2021 at 8.15 a.m.

NOTICE TO THE ANNUAL GENERAL MEETING OF ALMA MEDIA
Shareholders of Alma Media Corporation are invited to the Annual General Meeting
(AGM) to be held in the Kämp Symposion meeting room at the address
Pohjoisesplanadi 29, FI-00100, Helsinki, Finland, on 24 March 2021 at 12:00 noon
EET. The company's shareholders and their representatives may attend the meeting
and exercise their shareholder rights only by voting in advance and by
submitting counter-proposals and questions in advance. Instructions for
shareholders can be found in Part C Instructions to the participants of the AGM
of this invitation. It is not possible to attend the meeting on site.

The company's Board of Directors has decided on an exceptional meeting procedure
on the basis of a temporary derogation from the Finnish Limited Liability
Companies Act (677/2020), entered into force on 3 October 2020. In order to
limit the spreading of the COVID-19 pandemic, the company has decided to take
the steps permitted by the temporary legislation to hold the Annual General
Meeting in a manner taking into account the health and safety of shareholders,
company employees and other stakeholders.

It is possible for shareholders to follow the Annual General Meeting via web
stream at www.almamedia.fi/en/general-meeting/2021. It is not possible to ask
questions or vote via the web stream, and shareholders following the web stream
will not be considered as in attendance at the Annual General Meeting unless
they have voted in advance.

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

Mr Carl-Henrik Wallin, Attorney-at-Law, will chair the meeting. If, for weighty
reasons, Mr Wallin does not have the opportunity to serve as a Chair, the Board
of Directors shall appoint the person they deem best to chair.

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

Mr Toni Kuosmanen, Attorney-at-Law, will act as the auditor of the minutes and
the supervisor of the counting of votes. If, for weighty reasons, Mr Kuosmanen
does not have the opportunity to act as an auditor of the minutes and supervisor
of the counting of votes, the Board of Directors shall appoint the person they
deem best as the auditor of the minutes and supervisor of the counting of votes.

1. Recording the legality of the meeting

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

Shareholders who have voted in advance during the advance voting period and who
have the right to participate in the Annual General Meeting pursuant to Chapter
5, Sections 6 and 6a of the Finnish Limited Liability Companies Act are
considered to be shareholders participating in the meeting.

1. Presentation of the 2020 Financial Statements, the Report by the Board of
   Directors and the Auditors’ Report

The CEO's review is presented to shareholders via the Annual General Meeting web
stream.

As the Annual General Meeting can only be attended by advance voting, the annual
report published by the company on 25 February 2021, including the company's
financial statements and the Report of the Board of Directors and the auditor's
report, is available on the company's website and is deemed to have been
submitted to the AGM.

1. Adoption of the Financial Statements

2. Resolution on the use of the profit shown on the balance sheet and the
   payment of a dividend

The Board of Directors proposes that a dividend of EUR 0.30 per share be paid
for the financial year 2020. The dividend shall 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, 26 March 2021. The
Board of Directors proposes a dividend payment date of 6 April 2021.

1. 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
   2020

2. Discussion of the Remuneration Report of the governing bodies
   As the Annual General Meeting can only be attended by advance voting, the
   remuneration report published by the company on 25 February 2021 is also deemed
   to have been submitted to the AGM.

3. Deciding on the remuneration 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 2022: 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 the 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 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 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 2021 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 2021 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.

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

The Shareholders’ Nomination Committee proposes that six (6) members serve on
the Board of Directors.

1. Election of the members of the Board of Directors

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: Peter Immonen, Esa Lager, Alexander Lindholm, Petri
Niemisvirta, Jorma Ollila and Catharina Stackelberg-Hammarén. 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.

Of the current Board members, Päivi Rekonen has announced that she is no longer
available to serve as a member of the Board of Directors of Alma Media
Corporation.

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 on 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.

1. 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 2021 financial year.

1. Resolution on the remuneration of the auditor

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.

1. 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 2021
financial year. PricewaterhouseCoopers Oy has confirmed that Niina Vilske, APA,
would serve as the principal auditor.

1. Proposal by the Board of Directors to amend the Articles of Association

The Board of Directors proposes that the AGM decides to amend Article 8 of the
Articles of Association so that the company could publish an invitation to the
Annual General Meeting in at least one widely read media or on the company's
website or by delivering a registered letter to shareholders. The first
paragraph of Article 8 of the Articles of Association is proposed to be amended
to read as follows:

“General meetings shall be announced in at least one of the widely read media,
or on the company website, or else in writing to shareholders by registered
letter no earlier than three (3) months and no later than three (3) weeks prior
to the meeting date. The invitation to the General Meeting shall, however, be
delivered no later than nine (9) days before the record date for the meeting.”

1. 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 2022.

1. 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 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 2022. This authorisation overrides the share issue
authorisation granted at the Annual General Meeting of 29 April 2020.

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

The Board of Directors proposes that the AGM authorise it 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 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 2022. This authorisation overrides the corresponding
share issue authorisation granted at the AGM of 29 April 2020, but not the share
issue authorisation proposed above in section 19.

1. 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 2021–2022, with the more detailed conditions of the donations to
be decided by the Board of Directors.

1. 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 at: www.almamedia.fi/en/general-meeting/2021. The Financial Statements
of Alma Media Corporation, the Report by the Board of Directors, the Auditor’s
Report and the Remuneration Report will be available on the company website from
25 February 2021.

The minutes of the AGM will be available on the above website on 7 April 2021.

C. Instructions to the participants of the AGM

Alma Media takes the threat of the COVID-19 pandemic seriously and wants to
ensure the safety of the Company's shareholders and employees at the Annual
General Meeting. The Annual General Meeting is held in such a way that it is not
possible for shareholders or their representatives to attend the meeting on
site. Shareholders and proxies may attend the AGM and exercise their rights only
by voting in advance and by making counter-proposals and asking questions in
advance in accordance with the instructions below.

1. Shareholders registered on the shareholder register

Shareholders who are registered on 12 March 2021 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 their personal Finnish book
-entry accounts are registered on the company’s shareholder register.
Shareholders may attend the AGM only by voting in advance and by making counter
-proposals and asking questions in advance in accordance with the instructions
below.

1. Registration and advance voting

Registration and advance voting will begin on 4 March 2021 at 10:00 after the
deadline for submitting counter-proposals for voting has expired. Registered
shareholders wishing to attend the AGM and vote in advance must register and
vote no later than 12:00 noon (EET) on 19 March 2021, by which deadline the
registrations and votes are required to have reached the company.

Shareholders who have a Finnish book-entry account may register and vote in
advance on certain AGM agenda items via the company’s website. The registration
and advance voting period starts on 4 March 2021 at 10:00 a.m. and ends at 12:00
noon on 19 March 2021, and in the following ways:

a) online at: www.almamedia.fi/en/general-meeting/2021

Electronic registration and advance voting require strong identification of the
shareholder or their legal representative or agent with Finnish or Swedish bank
IDs or a mobile certificate. In connection with the registration, the requested
information, such as the shareholder's name, personal identity number and
contact information, must be provided.

b) by post or email

A shareholder may submit the advance voting form available on the company's
website by letter to Alma Media Corporation, Sirpa Jyräsalo, PO Box 140, 00101
Helsinki, Finland or by email at yhtiokokous@almamedia.fi.

The advance voting form will be available on the Company's website no later than
4 March 2021 at 10:00 a.m. (EET).

If a shareholder participates in the Annual General Meeting by submitting
advance votes to Alma Media or in connection with electronic registration to the
provider of the registration and advance voting platform, submitting votes
before the end of registration and advance voting is considered registration to
the Annual General Meeting, provided that the shareholder has also provided the
above information required for registration.

The terms and conditions of advance voting online and the instructions
concerning the advance voting process either online or by post or email are
available at www.almamedia.fi/en/general-meeting/2021. More information is also
available by phone from 4 March 2021 to 19 March 2021 on +358 (0)10 665 2220
from Monday to Friday between 9:00 a.m. and 12:00 noon (EET). Advance voting
technical support is available on +358 (0)10 2818 909 from Monday to Friday
between 9:00 a.m. and 12:00 noon and between 1 p.m. and 4 p.m.

Personal information provided by shareholders to Alma Media Corporation in
connection with registration will only be used for processing AGM registrations
and other related registrations.

1. Proxy representatives and proxy documents

Shareholders may attend the AGM and exercise their rights at the meeting through
proxy representatives. A proxy authorised by a shareholder may also attend the
meeting only by voting in advance on behalf of the shareholder as described in
this invitation. 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. The proxy must identify to the electronic
registration service and advance voting in person with strong identification,
after which they will be able to register and vote in advance on behalf of the
shareholder they represent. The right of legal representation can be
demonstrated by utilising the Suomi.fi authorisations service available in the
electronic registration service.

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 (i) by post to the address Alma Media
Corporation, Sirpa Jyräsalo, PO Box 140, 00101 Helsinki, (ii) by email at
yhtiokokous@almamedia.fi

or (iii) in connection with electronic registration and advance voting. Proxies
must be received before the end of the registration period. The Proxy model is
available on the company's website

www.almamedia.fi/en/general-meeting/2021.

1. 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 record date of the Annual General
Meeting on 12 March 2021. 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 19 March
2021 at 10:00 a.m. (EET). 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 registering for participation in the AGM. The asset manager’s
account manager organisation must announce the 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. In
addition, the asset manager's account manager organisation must take care of
voting in advance on behalf of a nominee-registered shareholder within the
registration period

for nominee-registered shares.

1. Other instructions/information

Shareholders holding at least one-hundredth of all the shares in the company
have the right to make a counter-proposal to be put to the vote on the items on
the agenda of the AGM. Such counter-proposals must be submitted to the company
by email to yhtiokokous@almamedia.fi no later than 3 March 3 2021 at 12:00 noon.
Shareholders making a counter-proposal must submit a statement of their
ownership in connection with the submission of the counter-proposal. The counter
-proposal will be considered at the Annual General Meeting on the condition that
the shareholder has the right to participate in the Annual General Meeting and
the shareholder owns at least one-hundredth of all the company's shares on the
record date of the Annual General Meeting. If the counter-proposal is not
considered at the AGM, the votes cast in favour of the counter-proposal shall be
disregarded. The company will publish any counter-proposals to be put to the
vote at www.almamedia.fi/en/general
-meeting/2021 (https://www.almamedia.fi/en/investors/governance/general
-meeting/2021) no later than 4 March 2021 at 10:00 a.m.

A shareholder may submit questions referred to in Chapter 5, Section 25 of the
Finnish Limited Liability Companies Act on matters to be discussed at the AGM
until 14 March 2021, by which time the questions must be received, (i) in the
electronic registration service (ii) by email to yhtiokokous@almamedia.fi (iii)
or by post to the address Alma Media Corporation, Sirpa Jyräsalo, PO Box 140,
00101 Helsinki. Such questions from shareholders, the answers of the company's
management to them and the possible non-voting counter-proposals will be
available at www.almamedia.fi/en/general-meeting/2021  no later than 17 March
2021. The precondition for making questions and counter-proposals is that the
shareholder submits a sufficient statement of their shareholding.

It is possible for shareholders to follow the Annual General Meeting via web
stream in accordance with the instructions provided at
www.almamedia.fi/en/general-meeting/2021.

It is not possible to ask questions or vote via the web stream, and shareholders
following the web stream will not be considered to attend the Annual General
Meeting unless they have voted in advance.

On the date of this notice to the AGM, 17 February 2021, Alma Media Corporation
has a total of 82,383,182 shares and votes.

Helsinki, 17 February 2021

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 (0)10 665 2201

Distribution: NASDAQ Helsinki Stock Exchange, main media, www.almamedia.fi

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, 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
1,500 professionals. Alma Media’s revenue from continuing operations was EUR
230.2 million in 2020. Alma Media’s share is listed on NASDAQ Helsinki. Read
more at www.almamedia.com