Alma Media - Notice to general meeting

Notice to the Ordinary Annual General Meeting of Alma Media

Alma Media Corporation       Stock Exchange Release          February 15, 2013
at 9:15 AM (EET)
NOTICE TO THE ORDINARY ANNUAL GENERAL MEETING OF ALMA MEDIA
Shareholders of Alma Media Corporation are invited to the Annual General Meeting
to be held in Conference Hall A of The Finlandia Hall, address Mannerheimintie
13 e, Helsinki, Finland, on Thursday, March 14, 2013 at 13:00hrs (1:00pm) EET.
Entrances from Mannerheimintie, door M1 and from Karamzininkatu, door K1. The
reception of registered participants, the distribution of voting slips 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 2012

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, the payment
of  dividend, as well as a reduction  of the share premium fund and transferring
funds to the invested non-restricted equity fund

8.1 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 0.10 per share be paid
for  the financial year 2012. Dividends are paid to shareholders who are entered
in Alma Media Corporation's shareholder register maintained by Euroclear Finland
Oy  on the record date, March 19, 2013. The Board of Directors proposes that the
dividend payment date is March 26, 2013.

8.2 Resolution  on a reduction of the  share premium fund and transferring funds
to the invested non-restricted equity fund

The  Board  of  Directors  proposes  that  the  Annual General Meeting decide to
reduction  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  would 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.

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 remains  unchanged, and the
Chairman  of  the  Board  would  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,  as  decided by the Annual General Meeting,
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.

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 eight (8) members.

12. Election of members of the Board of Directors

The  Nomination and Compensation Committee of the Board of Directors proposes to
the  Annual General  Meeting that  the current  Board members  Timo Aukia, Petri
Niemisvirta,  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
present  members of the Board as well as information on their positions of trust
are  available on the company's website at www.almamedia.fi/board_members. Board
member Seppo Paatelainen has notified that he will not be available for election
to the Board of Directors of Alma Media Corporation.

In  addition, the Committee proposes that  Mr Perttu Rinta, Managing Director of
Suur-Savon  Sähkö Oy, and Niklas Herlin, publisher, be elected as new members of
the  Board for the said term. The personal details of the new candidates as well
as  information  on  their  positions  of  trust  are available on the company's
website    at   http://www.almamedia.com/investors/corporate-governance/general-
meeting/2013/. All proposed candidates have given their consent to the election.

Shareholders  representing more than half of Alma Media shares and voting rights
have  notified that they support the proposal by the Nomination and Compensation
Committee.

13. Resolution on the remuneration of the auditor

In  accordance  with  the  recommendation  of  its Audit Committee, the Board of
Directors proposes that the auditors' fee is paid according to the invoice.

14. Election of auditor

In  accordance  with  the  recommendation  of  its Audit Committee, the Board of
Directors  proposes  that  Authorised  Public  Accountants  Ernst  & Young Oy be
elected as the company's auditors for the 2013 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 proposed 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  realising 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.

It  is proposed  that the  authorisation be  valid until  the following ordinary
Annual  General  Meeting,  however  no  longer  than  until  June 30, 2014. This
authorisation would override the authorisations for share issues resolved in the
Annual General Meetings held on March 17, 2011 and March 14, 2012.

 16. Proposal  of the  company's shareholder  Pasi Asikainen  of an  issue to be
     resolved in the Annual General Meeting

Alma Media Corporation's shareholder Pasi Asikainen has made a proposal for the
Board of Directors of the company on December 11, 2012 to be resolved in the
Annual General Meeting 2013.
The shareholder has requested the Annual General Meeting to consider and make a
decision on returning  Tampere as the domicile of the company.

17. Closing of the meeting

B. Documents of the Annual General Meeting

The above proposals on the agenda of the Annual General Meeting, as well as this
notice to the Annual General Meeting are available on Alma Media Corporation's
website on www.almamedia.fi/annual-general-meeting-2013. The financial
statements, the annual review and the auditors' report will be available on the
same website no later than February 21, 2013. The proposals and other
aforementioned documents will also be 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 will be available on the
company's website no later than on March 28, 2013.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholder register
Shareholders who are registered no later than March 4, 2013 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.
Registered 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 11, 2013 by 16:00 hrs (4:00pm). The registration
may be delivered  starting from February 19, 2013, at 9.00 am EET:

a) through the web page www.almamedia.fi/annual-general-meeting-2013 or by email
to yhtiokokous@almamedia.fi
b) by telephone on +358 10 665 2220 from Monday to Friday between 9:00 - 16:00
hrs
c) by telefax on +358 10 665 2270 or
d) 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.
The shareholder, his/her representative or proxy representative must prepare to
prove his/her identity and/or that he/she is entitled to represent the
shareholder at the venue of the Annual General 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 Finland Oy on March 4, 2013. 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 Finland Oy no later than
March 11, 2013 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/annual-general-meeting-2013.




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 15, 2013,
Alma Media Corporation has a total of 75,486,853 shares and votes.
The meeting venue, Finlandia Hall, can be reached by tram (services 4, 7 and
10, stop Suomen kansallismuseo) and by all bus services through Mannerheimintie.
Participants arriving with their own cars may park, for a fee, in the parking
garage Q-Park Finlandia, from which there is an underground lift connection to
the Finlandia Hall.

Helsinki, February 14, 2013

ALMA MEDIA CORPORATION
BOARD OF DIRECTORS

For more information, please contact:
Mikko Korttila, General Counsel, Secretary to the Board of Directors of Alma
Media Corporation, tel. +358 50 593 4589
DISTRIBUTION:
NASDAQ OMX Helsinki Stock Exchange
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 2,800 professionals, 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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