Alma Media - Decisions of general meeting

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

Alma Media Corporation    Stock Exchange Release      20 March 2014 at 17:00 EET


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 20
March 2014, adopted the Financial Statements for 2013 and discharged the members
of the Board of Directors and the President and CEO from liability. The AGM
decided that no dividend be paid for the financial year 2013 and that a capital
repayment of EUR 0.10 per share be paid from the reserve for invested non-
restricted equity for the financial year 2013. In addition, the AGM authorised
the Board of Directors to decide on an additional capital repayment of no more
than EUR 0.10 per share.

The AGM elected Mr Esa Lager, LLM, MSc. (Econ), as a new member for the Board of
Directors. In its constitutive meeting held after the AGM, the Board of
Directors elected Mr Harri Suutari as Chairman of the Board.

A total of 140 shareholders representing 72.8% of all shares and votes attended
the AGM.

Dividend

The AGM resolved, in accordance with the proposal by the Board of Directors,
that no dividend be paid for the financial year 2013. The company has no
retained earnings.

The use of the invested non-restricted equity fund

The AGM resolved, in accordance with the proposal by the Board of Directors,
that EUR 76,100,000 be used from the invested non-restricted equity fund,
complying with the company's balance sheet of 31 December 2013, to cover losses.
The covering of losses improves the preconditions for distribution of profit
during future financial years.

Capital repayment

The AGM resolved, in accordance with the proposal by the Board of Directors, to
distribute EUR 0.10 per share as capital repayments from the invested non-
restricted equity fund. At the moment of the AGM, the company has 75,486,853
shares, translating into a repayment amount of EUR 7,548,685. Capital repayments
are paid to shareholders who are registered in Alma Media Corporation's
shareholder register, maintained by Euroclear Finland Ltd, on the record date,
25 March 2014. The Board of Directors proposes that capital repayments be paid
on 1 April 2014.

Authorisation to the Board of Directors to resolve capital repayment

The AGM authorised, in accordance with the proposal by the Board of Directors,
the Board, at its discretion, to resolve the distribution of funds to
shareholders as capital repayments from the invested non-restricted equity fund.
The maximum amount of capital repayment performed on the basis of such an
authorisation is EUR 0.10 per share. At the moment of the AGM, the company has
75,486,853 shares, translating into a maximum repayment amount of EUR
7,548,685. The authorisation remains valid until the start of the subsequent
AGM, but not past 30 June 2015.

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, complying with the company balance sheet of 31
December 2013 and amounting to EUR 319,295,759, by EUR 200,000,000, and transfer
the reduced amount to the company's invested non-restricted equity fund. The
equity of the company consists almost entirely 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 makes the decisions on all
practical measures related 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.

A member of the Board shall acquire a number of Alma Media Corporation shares
corresponding to approximately 40% of the full amount of the annual remuneration
for a Board member, taking into account tax deduction at source, at the public
trading price. A members of the Board is obligated to arrange the acquisition of
the shares within two weeks of the release of the January-March interim report
or, if this is not possible because of insider trading regulations, at the
earliest possible time thereafter. If it has not been possible to acquire the
shares by the end of 2014 because of pending insider transactions, the
remuneration will be paid in cash. Shares thus acquired may not be transferred
until the recipient's membership in the Board has ended. The company is liable
to pay any asset transfer taxes potentially ensuing from the acquisition of
shares.

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 seven (7).

In accordance with the proposal by the Nomination and Compensation Committee of
the Board, the AGM re-elected Niklas Herlin, Petri Niemisvirta, Perttu Rinta,
Erkki Solja, Catharina Stackelberg-Hammarén and Harri Suutari to the Board of
Directors for the term ending at the close of the following AGM. Esa Lager, LLM,
MSc (Econ), was elected as a new member of the Board for the same term. Board
members Kai Seikku and Timo Aukia have announced they will not be available as
members of the Board of Directors of Alma Media Corporation.

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 approved by the company.
Authorised Public Accountants PricewaterhouseCoopers Oy was elected as the
company's auditor for the 2014 financial year. PricewaterhouseCoopers Oy has
announced Mr Markku Launis to be the principal auditor.

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. A maximum
of 15,000,000 shares may be issued on the basis of this authorisation. The
proposed maximum authorised amount represents around 20 % of the company's
entire share capital. The share issue may be implemented by issuing new shares
or transferring shares now in the possession of the company. 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 parts.

The Board may use the authorisation for developing the capital structure of the
company, widening the ownership base, financing or realising acquisitions or
other 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. It is proposed that this
authorisation remains valid until the subsequent AGM, but not past 30 June 2015.

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. Perttu Rinta and Catharina Stackelberg-Hammarén were elected as
members of the Audit Committee and Esa Lager as Chairman of the Committee. Esa
Lager, Niklas Herlin and Erkki Solja were elected as members of the Nomination
and Compensation Committee and Petri Niemisvirta as Chairman of the Committee.

Except for Perttu Rinta, Esa Lager 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. Perttu Rinta is the Deputy Chairman of the Supervisory Board of
Ilkka-Yhtymä Oyj, Esa Lager a Board member 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 Baltic States and
Central Europe. The company employs 1,965 professionals (excluding
distributors), of whom approximately one third are based outside Finland. Alma
Media's revenue in 2013 totalled approximately MEUR 300. Alma Media's share is
listed on NASDAQ OMX Helsinki. Read more at www.almamedia.com.


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