Alma Media - Notice to general meeting

Notice to the Annual General Meeting of Alma Media

Alma Media Corporation  Stock exchange release  February 16, 2011 at 17:00 hrs

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 conference room Pörssisali of Pörssitalo, address
Fabianinkatu 14, Helsinki, Finland, on Thursday, March 17, 2011 at 13:00 hrs
(1:00pm) EET. The reception of registered participants and the serving of
welcome coffee will commence at 12:00 noon.

A. Matters on the agenda

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

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

4. Recording the legality of the meeting

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

6. Presentation of the financial statements, the report of the Board of
Directors and the Auditors' report for the year 2010

- 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 0.70 per share be paid.
Dividends are paid to shareholders who are entered in Alma Media Corporation's
shareholder register maintained by Euroclear Finland Oy no later than the record
date, March 22, 2011. Dividend payment date is March 29, 2011.

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 of the members of the Board of Directors

The Nomination and Compensation Committee of the Board of Directors proposes
that the remuneration of the members of the Board will be increased since the
remuneration has remained unchanged since 2005. The Board proposes that the
Chairman of the Board be paid an annual fee of EUR 33,000 (currently 30,000),
the Deputy Chairman EUR 27,000 (24,000) and ordinary members EUR 22,000
(20,000). Instead, the meeting fees would remain unchanged. The Chairman would
be paid a fee of EUR 1,000, the Deputy Chairman 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.

It is proposed that the annual fees for the members of the Board be paid in Alma
Media Corporation shares by acquiring for the members a number of shares
corresponding to approximately 40% of the full amount of the annual
remuneration, and the remainder in money for taxation purposes. Shares thus
acquired may not be transferred until the recipient's membership in the Board
has ended. In case shares cannot have been acquired until the end of 2011, for
example because of pending insider transactions, the full annual remuneration is
paid in money.

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

The Nomination and Compensation Committee of the Board of Directors proposes to
the Annual General Meeting that the Board should consist of seven (7) members.

12. Election of members of the Board of Directors

Mr Lauri Helve and Mr Kari Stadigh, both members of the Board, have notified
that they will not be available for election to the Board of Directors of Alma
Media Corporation.

The Nomination and Compensation Committee of the Board of Directors proposes to
the Annual General Meeting that the current Board members Seppo Paatelainen, Kai
Seikku, Erkki Solja, Catharina Stackelberg-Hammarén and Harri Suutari be re-
elected to the Board of Directors for the term ending at the close of the
following ordinary annual general meeting. The personal details of the current
Board members as well as information on their positions of trust are available
on the Alma Media website at www.almamedia.fi/board_members.

In addition, the Nomination and Compensation Committee proposes that Mr Timo
Aukia, Managing Director of Timo Aukia Oy, and Mr Petri Niemisvirta, Managing
Director of Mandatum Life Insurance Company Limited, be elected as new members
of the Board for the same term. The aforementioned candidates have given their
consent to the election. The personal details of the new candidates as well as
information on their positions of trust are available on the Alma Media website
at www.almamedia.fi/agm_2011.

Shareholders representing more than half of the shares and votes in Alma Media
Corporation have notified their support for the proposal presented by the
Nomination and Compensation Committee.

13. Resolution on the remuneration of the auditor

In accordance with the recommendation of the Audit Committee, the Board proposes
that the auditors' fee is paid according to the invoice which is based on the
agreed charging criteria.

14. Election of auditor

In accordance with the recommendation of the Audit Committee, the Board proposes
that Authorised Public Accountants Ernst & Young Oy be elected as the company's
auditors for the 2011 financial year.

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

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on a share issue. The authorisation would entitle
the Board to issue a maximum of 7,500,000 shares. This proposed maximum amount
of shares corresponds to approximately 10% of the total number of shares of the
company. The share issue could be implemented by issuing new shares or
transferring shares presently in possession of the company. The authorisation
would entitle the Board to decide on a directed share issue, which would entail
deviating from the preemption rights of shareholders. The Board could use the
authorisation in one or more parts.

The Board could use the authorisation for developing the capital structure of
the company, widening the ownership base, financing or realising acquisitions or
other similar arrangements, or for other purposes decided upon by the Board. The
authorisation could not, however, be used for incentive programmes for the
management or key personnel of the company.

It is proposed that the authorisation be effective until March 17, 2016.

16. Authorisation to the Board of Directors to decide upon donations to good
causes

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on a donation of no more than 150,000 euro to
universities for supporting sciences and art. The authorisation would entitle
the Board to make a more detailed decision on whether the sum is donated to one
or more universities, as well as on other terms and conditions of the donation.
It is proposed that this authorisation be effective until the next Annual
General Meeting, however no longer than June 30, 2012.

17. Closing of the meeting



B. Documents of the Annual General Meeting

The above proposals by the Board of Directors and its committees, as well as
this notice to the Annual General Meeting are available on Alma Media
Corporation's website on www.almamedia.fi/agm_2011. The financial statements,
the report by the Board of Directors and the Auditors' report will be available
on the same website no later than February 24, 2011. The proposals by the Board
of Directors and the financial statement documents are also available at the
Annual General Meeting, and copies of them as well as this notice will be sent
to shareholders on request. The minutes of the Annual General Meeting are
published on the company's website from March 31, 2011.



C. Instructions for the participants in the Annual General Meeting

1. The right to participate and registration

Shareholders who are registered no later than March 7, 2011 in the company's
shareholders' register maintained by Euroclear Finland Oy have the right to
attend the Annual General Meeting. Shareholders with their shares entered in
their Finnish book-entry accounts are registered in the company's shareholders'
register.

Shareholders wishing to attend the Annual General Meeting must register with the
company so that the registration will have been received by the company no later
than March 14, 2011 by 16:00 hrs (4:00pm). The registration may be delivered
starting from February 21, 2011 at 9:00 hrs (9:00am):

a) through the web page www.almamedia.fi/agm_2011;

b) by e-mail to yhtiokokous@almamedia.fi;

c) by telephone on +358 10 665 2220;

d) by telefax on +358 10 665 2270; or

e) by letter to Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, FI-00101
Helsinki, Finland.



When registering, the shareholder's name, personal identification number,
address, telephone number and the name of any assistant or proxy representative
the shareholder wishes to use, as well as the personal identification number of
said representative, are required. The personal information of shareholders
disclosed to Alma Media Corporation will be used for no other purpose than the
Annual General Meeting and the necessary registrations pertaining to the
meeting.

2. Holders of nominee registered shares

Owners of nominee registered shares are entitled to participate in the Annual
General Meeting based on those shares that would entitle them to be entered in
the shareholder register maintained by Euroclear Oy on March 7, 2011. In
addition, participation in the Annual General Meeting requires that such
shareholders are, based on the ownership of such shares, entered in the
temporary shareholder register maintained by Euroclear Oy no later than March
14, 2011 at 10:00 hrs (10:00am). For nominee registered shares, an entry in the
temporary shareholder register is considered as a registration to participate in
the Annual General Meeting.

Holders of nominee registered shares are requested to ask their custodian for
instructions on being entered in the shareholders' register, giving proxies and
registering for participation in the Annual General Meeting well in advance. The
custodian's depositary will enter the holder of the nominee registered share
wishing to participate in the Annual General Meeting in the company's temporary
shareholder register no later than the above date and time.

More information is available on the company's website at
www.almamedia.fi/agm_2011.

3. Proxy representative and powers of attorney

Shareholders may participate in the Annual General Meeting and exercise their
rights at the meeting by proxy representatives. The proxy representative of a
shareholder must present a dated proxy document or give other reliable proof
that he/she is entitled to represent the shareholder. If the shareholder
participates in the Annual General Meeting by several proxy representatives who
represent the shareholder with shares on separate securities accounts, the
shares with which each representative represents the shareholder shall be
notified 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, FI-00101 Helsinki, Finland before the
period of registration expires.

4. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies
Act, shareholders present at the Annual General Meeting have the right to
request information on matters dealt with by the meeting.

On the date of this notice to the Annual General Meeting, February 16, 2011,
Alma Media Corporation has a total of 75,052,523 shares and votes.



Helsinki, February 15, 2011

ALMA MEDIA CORPORATION
BOARD OF DIRECTORS



For further information, please contact:

Mikko Korttila, General Counsel, Alma Media Corporation, tel. +358 50 593 4589



Distribution: NASDAQ OMX Helsinki Oy, principal media



Alma Media in brief

Alma Media is a dynamic media company whose best-known products are Aamulehti,
Iltalehti, Kauppalehti and Etuovi.com. Alma Media employs approximately 2,800
professionals. The company's net sales in 2010 totalled MEUR 311.4 with an
operating margin of 13.9 per cent. Alma Media's share (ALN1V) is listed in the
NASDAQ OMX Helsinki Exchange. Read more at www.almamedia.fi




[HUG#1489699]

Attachments:

Proposals by the Board of Directors to the Annual General Meeting.pdf