Alma Media - Notice to general meeting

Notice to the Ordinary Annual General Meeting of Alma Media

Alma Media Corporation        Stock Exchange Release        10 February 2017,
9:10 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
22 March 2017 at 13:00 hrs (1:00 p.m.) EET. The reception of registered
participants, the distribution of voting slips and the coffee service will
commence at 12:00 noon.

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

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

4.     Recording the legal convening of the meeting

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

6.     Presentation of the 2016 Financial Statements, the Report by the Board of
Directors and the Auditors’ Report

Review by the President and CEO

7.      Adoption of the Financial Statements

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 0.16 per share be paid
for the financial year 2016.  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, 24 March 2017. The Board of Directors
proposes that the dividend be paid on 31 March 2017.

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

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 Annual
General Meeting for the term of office ending at the close of the Annual General
Meeting 2018: 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 2016 Annual General
Meeting, the Chairmen of the Board and its Committees would 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.

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% 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 obligated to
arrange the acquisition of the shares within two weeks of the release of the
first quarter 2017 interim report or, if this is not possible because of insider
trading regulations, at the earliest possible time thereafter. If it was not
possible to acquire the shares by the end of 2017 for a reason such as pending
insider transactions, the remuneration shall be paid in cash. Shares acquired in
this way may not be transferred until the recipient’s membership on the Board
has expired. The company is liable to pay any asset transfer taxes which may
arise from the acquisition of shares.

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

The Shareholders’ Nomination Committee proposes that seven (7) members serve on
the Board of Directors.

12.   Election of the members of the Board of Directors

The Shareholders’ Nomination Committee proposes that the following current Board
members be re-elected for the term ending at the close of the next Annual
General Meeting: Niklas Herlin, Matti Korkiatupa, Esa Lager, Petri Niemisvirta,
Catharina Stackelberg-Hammarén, Mitti Storckovius and Harri Suutari. 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
http://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 Alma Media’s shares and voting
rights have indicated that they support the Shareholders’ Nomination Committee's
proposal.

13.   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.

14.  Election of the auditor

In accordance with the recommendation of the Audit Committee, the Board of
Directors proposes that the auditing firm PricewaterhouseCoopers Oy be elected
as the company’s auditor for the 2017 financial year.

15.   Authorisation to the Board of Directors to repurchase own shares

The Board of Directors proposes that the AGM authorise it 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 Oy and in accordance with its rules and
instructions, which is why the acquisition is directed, that is, the shares are
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 in
the regulated market, so that the minimum price of purchased shares is the
lowest market price of the share quoted in the regulated market during the term
of validity of the authorisation and the maximum price, correspondingly, the
highest market price quoted in the regulated market during the term of validity
of the authorisation. Shares may 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, no longer than until 30
June 2018.

16.  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 shares in possession of the company.  A
maximum of 824,000 shares may be issued on the basis of the authorisation. 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
parts. The Board of Directors may 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,
no longer than until 30 June 2018. This authorisation would override the
corresponding share issue authorisation granted at the AGM of 17 March 2016.

17.   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 amount of shares corresponds to
approximately 20 per cent of the total number of shares in the company. The
share issue may be implemented by issuing new shares or transferring shares now
in 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 on by the Board. The
authorisation may not, 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,
no longer than until 30 June 2018. This authorisation would override the
corresponding share issue authorisation granted at the AGM of 17 March 2016, but
not the share issue authorisation proposed above in section 16.

18.   Charitable donations

The Board of Directors proposes that the AGM authorise it to decide on donations
amounting to no more than EUR 50,000 to universities in 2017–2018, with the more
detailed conditions of the donations to be decided by the Board of Directors.

19.  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 on the Alma Media Corporation website at
http://www.almamedia.fi/en/investors/governance/general-meeting/2017. 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 1 March 2017. The
proposals and other aforementioned documents will also be available at the AGM,
and copies of these 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 5 April
2017.

C. Instructions to the participants of the AGM

1. Shareholders registered in the shareholder register

Shareholders who are registered on 10 March 2017 in the shareholder register of
the company, maintained by Euroclear Finland Ltd, have the right to attend the
AGM. A shareholder whose shares are registered on his/her personal Finnish book
-entry account is registered in the company’s shareholder register.

Registered shareholders wishing to attend the AGM must register no later than
4:00 p.m. EET on 17 March 2017, by which time their registrations must have
arrived at the company.  Participants may register for the AGM starting from
9:00 a.m. EET on 16 February 2017

a)              through the company website at
http://www.almamedia.fi/en/investors/governance/general-meeting/2017 or by email
at yhtiokokous@almamedia.fi

b)             by telephone on +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 identification
number, address and telephone number, as well as the name of any assistant or
proxy representative and the personal identification number 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.

2. 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 10 March 2017. 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 17 March 2017 at 10:00 a.m. For nominee
-registered shares, this will be considered as a registration to participate in
the Annual General Meeting.

Holders of nominee-registered shares are advised to consult their asset manager
well in advance for instructions on being entered in the temporary shareholder
register, giving proxies and registering for participation in the AGM. The asset
manager’s account manager must announce the holder of nominee-registered shares
who wishes to attend the AGM for temporary registration in 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/2017.

3. Proxy representatives and proxy documents

Shareholders may participate in 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 participate in the
AGM via several proxy representatives 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.

4. Other instructions/information

Shareholders present at the AGM have the right, under subsection 25 of section 5
of the Limited Liability Companies Act, to pose questions on the matters dealt
with by the meeting.

On the date of this notice to the AGM, 10 February 2017, Alma Media Corporation
has a total of 82,383,182 shares and votes.

Helsinki, 10 February 2017

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, www.almamedia.com

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 2,300 professionals (excluding delivery personnel), of whom
approximately 30% work outside Finland. Alma Media’s revenue in 2016 was EUR
353.2 million. Alma Media’s share is listed on NASDAQ Helsinki. Read more at
www.almamedia.com.