2013-03-14 15:30:00 CET

2013-03-14 15:30:45 CET


REGULATED INFORMATION

English
Alma Media - Decisions of general meeting

Decisions taken by the Annual General Meeting and the Board of Directors of Alma Media


Alma Media Corporation       Stock Exchange Release     March 14, 2013 at 16:30

DECISIONS TAKEN BY THE ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS OF ALMA
MEDIA

The Annual General Meeting (AGM) of Alma Media Corporation, held today on March
14, 2013, adopted the Financial Statements for 2012 and discharged the members
of the Board of Directors and the President and CEO from liability. The AGM
decided to distribute a dividend of EUR 0.10 per share. The AGM elected Mr
Perttu Rinta and Mr Niklas Herlin as new members for the Board of Directors. In
its constitutive meeting held after the AGM, the Board of Directors elected
Harri Suutari as Chairman of the Board.

A total of 146 shareholders representing 74.3% of all shares and votes attended
the AGM.

Dividend

The AGM resolved, in accordance with the proposal by the Board of Directors,
that a dividend of EUR 0.10 per share be paid on March 26, 2013 for shareholders
who are entered in Alma Media Corporation's shareholder register maintained by
Euroclear Finland Oy no later than the record date, March 19, 2013. The decision
was in accordance with the proposal by the Board of Directors.

Reduction of the share premium fund

The AGM resolved, in accordance with the proposal by the Board of Directors, to
reduce the share premium fund shown on the balance sheet December 31, 2012, EUR
419,295,759, by a total of EUR 100,000,000, which will be transferred to the
company's invested non-restricted equity fund. The equity of the company
consists only of restricted equity, and it is expedient for the equity structure
and distribution of profits to change the structure in a way that reduces the
proportion of restricted equity in total equity. The share premium fund
constitutes part of the company's restricted equity, which is why reducing the
fund requires a public notice to creditors in accordance with the Limited
Liability Companies Act prior to the registration of the reduction of the share
premium fund. The Board of Directors will decide upon all practicalities
relating to the reduction of the share premium fund.

Remuneration of the members of the Board of Directors

In accordance with the proposition by the Nomination and Compensation Committee
of the Board, the AGM decided that the remuneration of the Board of Directors
remains unchanged. The Chairman of the Board will be paid an annual fee of EUR
33,000, the Vice Chairman EUR 27,000 and ordinary members EUR 22,000.
Additionally, the Chairmen of the Board and the Committees would be paid a fee
of EUR 1,000, the Vice Chairmen EUR 700 and ordinary members EUR 500 for each
Board and Committee meeting they attend. Compensation for travel expenses is
proposed to be paid in accordance with the company's travel policy.

The members of the Board shall acquire a number of shares corresponding to
approximately 40% of the full amount of the annual remuneration at the public
trading price in the market. Members of the Board are obliged to acquire the
said shares within two weeks of the publication of the Interim Report for
January-March 2013, or, in case this is not possible because of insider
transaction regulations, on the first possible date thereafter. In case shares
cannot have been acquired until the end of 2013, for example because of pending
insider transactions, the full annual remuneration is paid in money. Shares thus
acquired may not be transferred until the recipient's membership in the Board
has ended.

Composition of the Board of Directors

As proposed by the Nomination and Compensation Committee of the Board, the AGM
confirmed the number of Board members at eight (8).

In accordance with the proposal by the Nomination and Compensation Committee of
the Board, the AGM re-elected Timo Aukia, Petri Niemisvirta, Kai Seikku, Erkki
Solja, Catharina Stackelberg-Hammarén and Harri Suutari to the Board of
Directors for the term ending at the close of the following AGM. Perttu Rinta
and Niklas Herlin were elected as new members of the Board for the same term.

Remuneration and election of the auditor

In accordance with the recommendation of the Audit Committee, the auditors' fee
was decided to be paid according to the invoice, which will be based on the
agreed charging criteria. Authorised Public Accountants Ernst & Young Oy were
elected as the company's auditors for the 2013 financial year.

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

The AGM authorised the Board of Directors to decide on a share issue. The
authorisation would entitle the Board to issue a maximum of 15,000,000 shares.
This proposed maximum amount of shares corresponds to approximately 20% of the
total number of shares of the company. The share issue may be implemented by
issuing new shares or transferring shares now in possession of the company. The
authorisation would entitle the Board to decide on a directed share issue, which
would entail deviating from the pre-emption rights of shareholders. The Board
could use the authorisation in one or more parts.

The Board may use the authorisation for developing the capital structure of the
company, widening the ownership base, financing or realizing acquisitions or
other similar arrangements, or for other purposes decided upon by the Board. The
authorisation may not, however, be used to implement incentive programmes for
the management or key personnel of the company. The authorisation is valid until
the following ordinary AGM, however no longer than until June 30, 2014.

Constitutive meeting of the Board of Directors

In its constitutive meeting held right after the AGM, the Board of Directors
elected Harri Suutari as Chairman and Petri Niemisvirta as Deputy Chairman of
the Board.

In addition, the Board of Directors appointed the members of its permanent
committees. Catharina Stackelberg-Hammarén, Perttu Rinta and Kai Seikku were
elected as members of the Audit Committee. Kai Seikku was elected Chairman of
the Committee. Petri Niemisvirta, Erkki Solja and Timo Aukia were elected as
members of the Nomination and Compensation Committee. Timo Aukia was elected
Chairman of the Nomination and Compensation Committee.

Except for Timo Aukia, Perttu Rinta and Niklas Herlin, the Board of Directors
has evaluated the persons elected for the Board of Directors to be independent
of the company and its major shareholders. The aforementioned members are
evaluated to be independent of the company but not independent of its
significant shareholders. Timo Aukia is the Vice Chairman of the Board of Ilkka
Yhtymä Oyj, Perttu Rinta the Deputy Chairman of the Supervisory Board of Ilkka-
Yhtymä Oyj and Niklas Herlin the Chairman of the Board of Mariatorp Oy.

Mikko Korttila, General Counsel of Alma Media Corporation, was appointed
secretary to the Board of Directors.

ALMA MEDIA CORPORATION

Rauno Heinonen
Vice President, Communications and IR

For further information, please contact:
Rauno Heinonen, Vice President, Communications and IR, tel. +358 10 665 2251

Distribution: NASDAQ OMX Helsinki, main media


Alma Media in brief

Alma Media is a media company focusing on digital services and publishing. In
addition to news services, the company's products provide useful information
related to lifestyle, career and business development. The services of Alma
Media have expanded from Finland to the Nordic countries, the Baltics and
Central Europe. The company employs approximately 1,900 professionals (without
distributors), of which over 20% work outside Finland. Alma Media's revenue in
2012 totalled approximately MEUR 320. Alma Media's share is listed in the NASDAQ
OMX Helsinki. Read more at www.almamedia.com.



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