2011-02-22 14:00:00 CET
2011-02-22 14:00:03 CET
REGULATED INFORMATION
Ilkka-Yhtymä Oyj - Financial Statement Release
The Ilkka-Yhtymä Group's Financial Statements for 2010
Ilkka-Yhtymä Oyj Financial Statements Bulletin, 22 February 2011, at 3 p.m.
THE ILKKA-YHTYMÄ GROUP'S FINANCIAL STATEMENTS FOR 2010
FINANCIAL YEAR 2010
- Net sales: EUR 46.5 million (EUR 48.8 million), down 4.7%
- External net sales from publishing increased by EUR 1.6 million (4.0%) and
external net sales from printing decreased by EUR 3.9 million (-42.3%)
- Operating profit: EUR 14.5 million (EUR 10.5 million), up 38.1%
- Operating profit excluding Alma Media Corporation and the other associated
companies amounted to EUR 7.1 million (EUR 7.5 million), a drop of 4.3%
- Operating profit from the publishing business increased by EUR 1.2 million
while that of the printing business decreased by EUR 1.4 million
- Operating profit totalled 31.1% of net sales; 15.3% excluding Alma Media and
other associated companies (15.3%)
- Pre-tax profits: EUR 14.7 million (EUR 13.5 million), up 8.7%
- Earnings per share: EUR 0.50 (EUR 0.55)
- The Board of Directors proposes a per share dividend of EUR 0.50
Q4/2010
- Net sales: EUR 12.6 million (EUR 12.8 million), down 1.5%
- External net sales from publishing increased by EUR 0.6 million (5.7%) and
external net sales from printing decreased by EUR 0.8 million (-33.2%)
- Operating profit: EUR 4.7 million (EUR 3.5 million), up 32.8%
- Operating profit excluding Alma Media Corporation and the other associated
companies amounted to EUR 2.1 million (EUR 1.7 million), up 27.7%
- Operating profit from the publishing business increased by EUR 0.5 million
while that of the printing business remained at the previous year's level
- Operating profit totalled 37.0% of net sales; 16.7% excluding Alma Media and
other associated companies (12.9%)
- Pre-tax profits: EUR 4.7 million (EUR 3.5 million), up 33.0%
- Earnings per share: EUR 0.16 (EUR 0.12)
MATTI KORKIATUPA, MANAGING DIRECTOR:
”Due to the challenging business environment, our net sales contracted last
year. Publishing operations increased as advertising recovered towards the
year-end, but circulation volumes remained under pressure. Our printing
operations contracted, with the conclusion of the printing contract with
HSS-Media.
Our development programme, launched in 2009, aims to safeguard the
competitiveness of our products and services. The programme will focus on
organisational and management reforms, more efficient practices and the related
supporting systems, network development and renewal, and ensuring that our
staff are development-oriented and motivated.
I-Mediat Oy, the result of a merger between publishing companies, began
operating at the turn of the year. I-print Oy, in turn, centralised its
operations in Seinäjoki at the beginning of 2010. In our customer work, we
underline our papers' and I-print's brands. For steering internal processes,
the Group adopted a new, activity-based management system. Within this new
structure, our activities include content design, marketing, printing and
multi-channel distribution. Operating under the management of these activities
is a shared editorial department for provincial papers, alongside joint
customer service and marketing support, delivery, advertisement production and
research operations.
A new editing system was adopted for all papers, and the modernisation of
provincial papers' visual identities was finalised early in the summer. Later
in the summer, a project was launched for the reform of our online services.
This reform will lend support to our strategic policies for the expansion of
our multi-channel papers' online services.
In content design, we began using shared international news pages produced
jointly by provincial papers. We also began editorial collaboration with the
newspapers Kaleva and Keskipohjanmaa. Our collaboration with Arena-Partners,
specialising in online and mobile business, was expanded through joint ventures
with Alma Media. For our customers, this collaboration made Etuovi.com and
Autotalli.com, the leading Finnish services in housing and car advertisements,
available.
In order to ensure our readiness in the face of our changing media environment,
we participate in the eReading project by Finnmedia (the Federation of the
Finnish Media Industry). This project involves an evaluation of the suitability
of e-reading devices as a delivery channel for newspapers, and of the related
new earning opportunities. In response to the challenges of new operating and
working practices, we have implemented an HR development programme and staff
training conducted in Ilkka Academy.
By increasing our Alma Media holding through a share purchase towards the end
of the year, we reduced our regional dependency and markedly reinforced the
Group's profit-making potential. In spite of growth in borrowed capital, the
Group's cash flow from operations developed positively and our equity ratio
remained above 50%.
For 2011, we predict that both net sales and operating profit from our
publishing and printing businesses will increase, in spite of the sector's
challenging cost developments. The greatest cost pressures relate to
developments in newsprint and delivery prices.”
BUSINESS ENVIRONMENT
In its Economic Bulletin of 20 December 2010, the Ministry of Finance estimated
GDP growth in Finland to have attained 3.2% in 2010, and forecast growth of
2.9% for 2011. According to Statistics Finland, the inflation rate was 2.9% in
December and averaged 1.2% for 2010.
The January consumer survey by Statistics Finland reported consumer confidence
as somewhat stronger than in the previous year and the long-term average.
Considering the current economic cycle, household consumption has been robust.
In 2010, private consumption is estimated to have grown 2.8%. In 2011,
consumption growth is likely to remain at around 2%, due to a deceleration in
real earnings growth.
According to a survey conducted by TNS Gallup Oy and commissioned by the
Finnish Advertising Council, media advertising increased by 4.8% in 2010.
Advertising in newspapers increased by 2.4%, while advertising in free sheets
grew by 8.1%. Newspapers and free sheets accounted for 36.1% and 5.4% of media
advertising, respectively. Web media advertising saw an increase of 14.7%,
representing a 15.3% share of media advertising.
GROUP STRUCTURE
The Ilkka-Yhtymä Group is a media group that consists of the parent company
Ilkka-Yhtymä Oyj, the publishing company I-Mediat Oy as well as the printing
company I-print Oy. The Group also includes two property companies, Kiinteistö
Oy Seinäjoen Koulukatu 10 and Seinäjoen Kassatalo Osakeyhtiö, as well as
Pohjalaismediat Oy. Our main products are the regional newspapers Ilkka and
Pohjalainen, five local newspapers (Viiskunta, Komiat, Järviseutu, Suupohjan
Sanomat and Jurvan Sanomat), two free sheets, Vaasan Ikkuna and
Etelä-Pohjanmaa, as well as the online and mobile services of these papers, and
the printing products and services of I-print Oy.
The associated companies included in our consolidated financial statements are
Alma Media Corporation, Arena Partners Oy, Väli-Suomen Media Oy and Yrittävä
Suupohja Oy.
CONSOLIDATED NET SALES AND PROFIT PERFORMANCE
Consolidated net sales decreased by 4.7%, amounting to EUR 46,530 thousand (EUR
48,811 thousand in 2009). External net sales from publishing operations
increased by 4.0%. Advertising revenues grew by 6.9%, and circulation revenues
grew by 0.6%. External net sales from the printing business decreased by 42.3%,
partly due to the termination of HSS Media Oy's printing contract on 31
December 2009 and the fall in printing prices. Circulation income accounted for
41% of consolidated net sales, while advertising income and printing income
represented 47% and 11%, respectively. Other operating income totalled EUR 429
thousand (EUR 369 thousand).
The Group operating expenses for the financial year amounted to EUR 39,813
thousand (EUR 41,707 thousand), down by 4.5% year on year. Expenses from
materials and services decreased due to the decline in printing volumes and the
falling prices of printing materials. As a result of co-determination
negotiations conducted in Ilkka-Yhtymä Group in March 2009, arrangements
concerning holiday pay were negotiated with the staff. This resulted in cost
savings of approximately EUR 1 million in personnel costs for 2009. With
respect to Q1/2010, the arrangement reduced personnel costs by approximately
EUR 0.1 million.
The share of the associated companies' result was EUR 7,337 thousand (EUR 3,019
thousand). Consolidated operating profit amounted to EUR 14,479 thousand (EUR
10,482 thousand), up by 38.1% year-on-year. The Group's operating margin was
31.1% (21.5%). Operating profit excluding Alma Media Corporation and the other
associated companies amounted to EUR 7,142 thousand (EUR 7,463 thousand),
representing 15.3% (15.3%) of net sales. Operating profit from publishing grew
by EUR 1,204 thousand. Operating profit from printing decreased by EUR 1,437
thousand, due to a reduction in volumes and the transfer of advertisement
production to the publishing segment, as well as the costs of closing down the
operations of the Vaasa printing unit during Q1.
Net financial income came to EUR 192 thousand (EUR 3,013 thousand), financial
assets at fair value through profit or loss accounting for EUR 495 thousand
(EUR 992 thousand). Net financial income figures for 2009 included EUR 2,316
thousand in dividend yields from Alma Media Corporation. Interest expenses
amounted to EUR 1,062 thousand (EUR 964 thousand).
Pre-tax profits totalled EUR 14,670 thousand (EUR 13,495 thousand). Direct
taxes amounted to EUR 1,779 thousand (EUR 1,995 thousand). The Group's net
profit for the period totalled EUR 12,892 thousand (EUR 11,500 thousand), with
earnings per share standing at EUR 0.50 (EUR 0.55).
Q4 NET SALES AND PROFIT PERFORMANCE
In Q4/2010, consolidated net sales totalled EUR 12,601 thousand (EUR 12,797
thousand), down by 1.5%. External net sales from publishing operations
increased by 5.7%. Advertising revenues grew by 9.3% and circulation revenues
grew by 1.1%. External net sales from the printing business decreased by 33.2%,
partly due to the termination of HSS Media Oy's printing contract on 31
December 2009 and the fall in printing prices. Circulation income accounted for
38% of consolidated net sales in October-December, while advertising income and
printing income represented 48% and 13%, respectively. Other operating income
in October-December totalled EUR 109 thousand (EUR 84 thousand).
In Q4, the Group's expenses totalled EUR 10,593 thousand (EUR 11,225 thousand),
down by 5.6%. The associated companies' impact on profit and loss totalled EUR
2,548 thousand (EUR 1,855 thousand). Q4 operating profit stood at EUR 4,657
thousand (EUR 3,506 thousand). Operating profit was up 32.8% year-on-year. The
Group's operating margin was 37.0% (27.4%). Operating profit excluding Alma
Media and the other associated companies amounted to EUR 2,108 thousand (EUR
1,651 thousand), representing 16.7% (12.9%) of net sales. In Q4, operating
profit from publishing grew by EUR 541 thousand. Operating profit from printing
business remained at the previous year's level.
Net financial income came to EUR -0 thousand (EUR -4 thousand), financial
assets at fair value through profit or loss accounting for EUR 293 thousand
(EUR 155 thousand). Interest expenses amounted to EUR 519 thousand (EUR 186
thousand).
Pre-tax profits in Q4 totalled EUR 4,656 thousand (EUR 3,502 thousand).
CONSOLIDATED BALANCE SHEET AND FINANCING
The consolidated balance sheet total came to EUR 197,035 thousand (EUR 147,060
thousand), with EUR 105,030 thousand (EUR 100,298 thousand) of equity.
Following a share purchase on 10 August 2009, Ilkka-Yhtymä's holding in Alma
Media changed, resulting in the latter becoming an associated company.
Following this the valuation loss (EUR 31.5 million) on available-for-sale
shares assigned in the fair value reserve under shareholders' equity was
transferred to shares in associated companies, not recognised through profit or
loss. Thereafter, shares in associated companies were reported at cost and
shareholders' equity was increased by the amount transferred. In order to repay
the temporary debt financing used for the purchase of shares in Alma Media
Corporation and to strengthen the Company's capital structure, Ilkka-Yhtymä Oyj
executed a share issue in September 2009, which raised approximately EUR 38.4
million, excluding the expenses entailed by the issue.
On 4 November 2010, Ilkka-Yhtymä Oyj purchased 7,250,000 shares in Alma Media
Corporation from Oy Herttaässä Ab. The purchase price of EUR 50.0 million was
paid in cash and with new, freely negotiable convertible bonds issued by
Ilkka-Yhtymä Oyj. The bonds issue decision taken by Ilkka-Yhtymä's Board of
Directors is based on the authorisation granted to it by the AGM on 19 April
2010.
The cash share of the purchase price totalled EUR 30.0 million. The convertible
bonds' aggregate value is EUR 20 million, the interest rate is 12-month euribor
+ 2% and the maturity six years. The bonds are convertible into a maximum of
2,835,000 new Series II shares of Ilkka-Yhtymä or shares in the possession of
the company, so that half of the bonds can be converted as of 2 January 2012
into 1,417,500 shares and the other half as of 1 November 2014 into 1,417,500
shares. The conversion price per share, rounded up, is EUR 7.05. The conversion
price of shares will be recorded in the company's invested unrestricted equity
fund. Dividends paid and other distribution of funds by Ilkka-Yhtymä prior to
bond conversion will be compensated by lowering the conversion price. If the
aggregate conversion price of a convertible bond is below its face value due to
a lowered conversion price, at its own discretion the company will pay for the
difference either in cash or in shares.
If, in the conversion of bonds, the company decides to issue new shares, the
number of the company's shares may increase by a maximum of 2,835,000 Series II
shares. Any new shares of Ilkka-Yhtymä issued in conversion will represent a
maximum of 9.9% of the company's shares and 2.6% of votes following conversion.
In Alma Media, following the conducted share purchase Ilkka-Yhtymä holds a
total of 22,489,186 shares, representing 29.96% of Alma Media's shares. This
share purchase is a further step in the implementation of Ilkka-Yhtymä's growth
strategy. Ilkka-Yhtymä's objective is to be a long-term owner of Alma Media,
while participating in the development of the company's future operations.
On the reporting date of 31 December 2010, the balance sheet value of the
holding in the associated company, Alma Media Corporation, was EUR 160.8
million and the market value of the shares was EUR 186.2 million.
At the end of the financial year, interest-bearing liabilities totalled EUR
83,011 thousand (EUR 37,749 thousand on 31 December 2009). In November 2010, in
order to finance the purchase of Alma Media shares on 4 November 2010, the
company raised EUR 50 million in loans, of which EUR 20 million were in the
form of convertible bonds. Loan maturities of the company's interest-bearing
liabilities, including a EUR 15.5 million bullet loan to be renewed in 2013,
range from 2 to 10 years. In order to hedge against interest rate risk, in late
2010 the company transformed some of its floating-rate liabilities to a fixed
rate, by means of interest rate swaps. While 8% of the company's
interest-bearing liabilities had been tied to a fixed rate, some 39% of
floating-rate interest-bearing liabilities were transformed to a fixed rate
through interest rate hedges. Presently, some 45% of the loans in the company's
total loan portfolio have a fixed rate and some 55% a floating rate. These
hedging measures included, the average interest rate for interest-bearing
liabilities on 31 December 2010 came to 2.91%. At EUR 30 million, the loan
providers have the opportunity to adjust the loan margin from five years after
raising the loans. As at 31 December 2010, the impact of floating-rate
interest-bearing liabilities on profit before taxes would have amounted to -/+
EUR 460 thousand over the next 12 months, had the interest level increased or
decreased by one percentage point.
Of interest-bearing liabilities existing during the 12 months following the
financial year, a total of EUR 4,545 thousand will fall due for payment.
With regard to liquidity, the year-end current ratio stood at 0.88 (1.06).
Group gearing was at 72.9% (28.5%) at the end of the financial period. Equity
ratio was at 53.8% (69.0%) and shareholders' equity per share stood at EUR 4.09
(EUR 3.91). Cash and cash equivalents amounted to EUR 3,047 thousand (EUR 6,648
thousand). Cash flow from operations totalled EUR 12,652 thousand (EUR 11,081
thousand). Cash flow from investments EUR -32,607 thousand (EUR -34,945
thousand) includes investments in Alma Media Oyj's shares. During the financial
year, a significant event not affecting the cash flow involved the issue of
convertible bonds. The aggregate value of these bonds was EUR 20 million, which
forms part of the cost of Alma Media's shares.
PUBLISHING
The Group's publishing segment comprises the publishing company I-Mediat Oy.
During the year, net sales from publishing totalled EUR 41,386 thousand (EUR
39,826 thousand). Net sales from the publishing business grew by 4.0%.
Advertising revenues grew by 6.9% and circulation revenues grew by 0.6%. Net
sales for both provincial papers belonging to the publishing segment, Ilkka and
Pohjalainen, and for free sheets increased. Aggregate net sales for local
newspapers remained at the previous year's level. Operating profit from
publishing increased by 21.6% year on year, to EUR 6,786 thousand (EUR 5,582
thousand).
There is no easy way of estimating the slow global recovery's impact on media
revenue in Finland in 2011. While media advertising is expected to grow
slightly, circulation income from newspapers should remain at the previous
year's level, due to consumer caution and media competition.
Some growth is expected in the net sales of Ilkka-Yhtymä's publishing business.
PRINTING
The printing segment comprises the printing house I-print Oy. The segment's net
sales amounted to EUR 13,052 thousand (EUR 18,032 thousand). Net sales were
down by 27.6% year-on-year. External net sales from the printing business
decreased by EUR 3,875 thousand (42.3%,) partly due to the termination of HSS
Media Oy's printing contract on 31 December 2009 and the fall in printing
prices. Operating profit from printing decreased by EUR 1,437 thousand
year-on-year, to EUR 1,177 thousand (EUR 2,615 thousand), due to a reduction in
volumes and the transfer of advertisement production to the publishing segment,
as well as the costs of closing down the operations of the Vaasa printing unit
during Q1.
Within the printing business, the 2011 market situation is expected to remain
extremely difficult. While the upward trend in the economy will probably
continue, corporate customers' investments in media will be characterised by
uncertainty. Finland still has overcapacity in printing and the related
operations. With raw material and energy prices rising simultaneously, this
will pose considerable operational challenges. However, I-print Oy's net sales
are expected to show a modest increase year-on-year as a result of new customer
relationships.
ASSOCIATED COMPANIES
In 2010, the share of the associated companies' result was EUR 7,337 thousand
(EUR 3,019 thousand). As a result of a share purchase on 10 August 2009,
Ilkka-Yhtymä's holding in Alma Media Corporation became a holding in an
associated company. Dividend income of EUR 2,316 thousand from Alma Media
Corporation during 2009 is included in financial income. The share of the
associated company's result has been consolidated since the transaction date.
In March 2010, Ilkka-Yhtymä announced that Arena Partners Oy, an associated
company in which Ilkka-Yhtymä Oyj has a 38% stake, will begin comprehensive
cooperation with Alma Media Corporation in the national classified advertising
business. On 26 August 2010, Arena Partners and Alma Media closed the deals
related to the cooperation arrangement approved by the Finnish Competition
Authority (FCA) on 14 July 2010. The FCA's decision included no conditions.
Arena Partners purchased a 35% share of Alma Mediapartners Oy, Alma Media's
home sales, vehicle and consumer advertising marketplace operation. On the same
occasion, Alma Media purchased a 35% share of Arena Interactive, Arena
Partners' subsidiary specialising in the development of mobile solutions. These
share purchases were conducted on 1 September 2010. The arrangement included no
personnel implications for the target companies.
The cooperation between Arena Partners Oy and Alma Mediapartners Oy is a
strategic element in the customer-oriented development of Ilkka-Yhtymä's online
and mobile services. The goal of this ownership-based cooperation is to improve
the service offering provided for regional customers of Ilkka-Yhtymä's
provincial newspapers (Ilkka and Pohjalainen) and to venture into the national
classified advertisement business. With this new arrangement, customer
responsibilities will become mainly regional. The joint venture company will
have centralised responsibility for product development, technology, brands and
national sales. The joint venture involves Alma Media's Etuovi.com,
Vuokraovi.com, Autotalli.com and Mikko.fi. Total net sales of these services
came to EUR 16.9 million in 2009. Arena Interactive Oy's net sales in 2009
totalled EUR 1 million.
Arena Interactive Oy, jointly owned by Arena Partners Ltd and Alma Media
Corporation, will continue operating as an independent developer of mobile
solutions and a service provider in the media sector.
The new cooperation will have only a minor short-term effect on Ilkka-Yhtymä's
key financial figures.
RESEARCH AND DEVELOPMENT EXPENSES
Within the Group's publishing business, our R&D has been customer-oriented,
generating local and national services related to news reporting, transactions,
communities and leisure time. With regard to the Group's printing business,
development activities continued to focus on the development of value-added
web-based services and products. Additional human resources were allocated to
the development of commercial content design.
CAPITAL EXPENDITURE
Reported capital expenditure for the year totalled EUR 53,522 thousand, with
printing accounting for EUR 719 thousand and publishing for EUR 567 thousand.
In 2010, a total of EUR 52,024 thousand was invested in available-for-sale and
associated company shares. On 4 November 2010, Ilkka-Yhtymä Oyj purchased a
total of 7,250,000 shares in Alma Media Corporation. The purchase price of
these shares was paid in cash and with new, freely negotiable convertible bonds
issued by Ilkka-Yhtymä Oyj. The cash share of the purchase price totalled EUR
30.0 million. In addition, Ilkka-Yhtymä decided to issue convertible bonds with
a value of EUR 20 million to the seller. Following the purchase, Ilkka-Yhtymä
Oyj's holding in Alma Media Corporation increased from 20.3% to 29.96%.
CORPORATE GOVERNANCE AND SHAREHOLDERS' MEETING
On 19 April 2010, the Annual General Meeting of Ilkka-Yhtymä Oyj approved the
financial statements, discharged the members of the Supervisory Board and the
Board of Directors and the Managing Director from liability, and decided that a
per share dividend of EUR 0.35 be paid for 2009.
The number of members on the Supervisory Board for 2010 was confirmed as 26. Of
the Supervisory Board members whose term had come to an end, the following were
re-elected for the term ending in 2014: Kari Aukia, Vaasa, Sami Eerola, Nurmo,
Jari Eklund, Helsinki, Johanna Kankaanpää, Ähtäri, Yrjö Kopra, Helsinki, Juha
Mikkilä, Kurikka and Sami Talso, Mustasaari. Lasse Hautala, Kauhajoki, was
elected to replace a Supervisory Board member whose term was expiring under
Article 5 of the Articles of Association (68 years in 2010), until the end of
the term in question (ending in 2011). Lasse Hautala left Ilkka-Yhtymä's Board
of Directors on 19 April 2010. Satu Heikkilä, Helsinki, was elected to replace
a Supervisory Board member who resigned during the term of office, until the
end of the term in question (ending in 2011).
At the Annual General Meeting, the decision was taken to maintain the payments
made to the Chairman of the Supervisory Board and the board members at their
current level: the Chairman will receive a retainer of EUR 1,000 per month and
a fee of EUR 350 per meeting, and the board members will be paid a fee of EUR
350 per meeting attended. The board members' travel expenses are reimbursed in
accordance with the current maximum level specified by the tax authorities.
Ernst & Young Oy, Authorised Public Accountants, was elected the auditor, with
Authorised Public Accountants Tomi Englund and Marja Huhtala as the main
auditors. Authorised Public Accountants Päivi Virtanen and Johanna
Winqvist-Ilkka were elected deputy auditors. It was decided that the auditors
would be reimbursed as per the invoice.
The AGM approved the Board of Directors' proposal on amending the Articles of
Association. According to the proposal certain changes resulting from
amendments to the Limited Liability Companies Act, as well as some other,
primarily technical, changes were made to the Articles of Association. The
current sections 2, 4, 6, 10, 11, 14, 16 and 17 of the Articles of Association
were amended and section 13 was removed, resulting in some changes to section
numbers.
The amendments included the following:
- The relinquishment of the minimum and maximum amounts of share capital and
shares, and relinquishment of the nominal value of share (section 2).
- The first paragraph of section 11, concerning the time of the summons to the
General Meeting, was amended as follows: “The summons to a General Meeting must
be delivered to shareholders no more than three (3) months and no less than
three (3) weeks prior to the General Meeting, through the publication of a
notice in a newspaper published by the company or its subsidiary, and on the
corporate website. The summons to a General Meeting must, however, be published
a minimum of nine (9) days prior to the matching date of the General Meeting.”
- The current section 14 on a single shareholder's number of votes was amended
as follows: “At a General Meeting, a single shareholder may not use more than
one twentieth (1/20) of the entire number of votes represented in a meeting.”
- The number of auditors was reduced to one (current section 17).
The AGM authorised the Board of Directors to decide upon a share issue and/or
granting stock options and/or other special rights and upon their conditions.
The maximum number of Series II shares issued is 7,700,000, corresponding to
around 30% of the company's total shares and 36.05% of Series II shares at
present. This authorisation includes the right to issue shares and/or stock
options, and/or other special rights, as distinct from the shareholders'
pre-emptive rights, under conditions prescribed by law, and the right to decide
upon a free issue to the company itself. The authorisation is valid for five
years from the date of the AGM's decision.
The AGM authorised the Board of Directors to decide in 2010 upon a donation,
totalling a maximum of EUR 100,000, to be made towards charitable or similar
causes, and authorised the Board of Directors to decide upon the recipients,
purposes of use and other terms of these donations. At the end of 2010,
Ilkka-Yhtymä Oyj donated a total of EUR 100,000 in support of university
education and research projects in its own operating area. Donations were made
to the University of Vaasa (EUR 50,000) and Etelä-Pohjanmaan korkeakoulusäätiö
(University Foundation of South Ostrobothnia, EUR 50,000).
The proposal by Osakesäästäjien Keskusliitto ry (Shareholders Association) to
wind up the Supervisory Board was not approved in the AGM.
In its meeting of 24 May 2010, the Supervisory Board elected Professor Riitta
Viitala as new member to the Board of Directors of Ilkka-Yhtymä Oyj. Lasse
Hautala was elected Chairman of the Supervisory Board while Perttu Rinta will
continue as its Vice Chairman. At its membership meeting, the Board of
Directors re-elected Seppo Paatelainen as its Chairman, while Timo Aukia will
continue as Vice Chairman.
SHARE PERFORMANCE
At the end of 2010, the company's share capital totalled EUR 6,416,302. The
number of shares was 25,665,208, of which 4,304,061 were Series I shares (20
votes per share) and 21,361,147 were Series II shares (1 vote per share).
Shares of both series entitle the holders to the same dividend.
According to the Articles of Association, a single shareholder at a General
Meeting may not use more than one twentieth (1/20) of the entire number of
votes represented in a meeting.
The transfer of Series I shares is restricted by an approval clause. According
to this clause, Series I shares cannot be transferred to another holder without
the approval of the Board of Directors.
The series-I shares of Ilkka-Yhtymä Oyj were listed on the Helsinki Stock
Exchange in 1981 and have been listed ever since. The series-II shares have
been listed since their issue in 1988, and on 10 June 2002 they were listed on
the Main List of the Helsinki Stock Exchange. At present, the series-II shares
of Ilkka-Yhtymä Oyj are listed on the NASDAQ OMX Helsinki List, in the Consumer
Discretionary sector, the company's market value being classified as Mid Cap.
The series-I shares are listed on the Pre List.
The number of Series I shares of Ilkka-Yhtymä Oyj traded in 2010 was 54,719,
which represents 1.3% of series share stock. The trading value of shares was
EUR 0.5 million. The number of Series II shares traded totalled 4,486,320,
which equals 21.0% of the series share stock. Their trading value was EUR 30.3
million. During the report period, the lowest quotation for Ilkka-Yhtymä Oyj's
Series I share was EUR 7.50 and the highest EUR 10.89, while the lowest
quotation for a Series II share was EUR 6.05 and the highest EUR 9.24. At the
period-end closing price, the share capital market value was EUR 217.6 million.
The Board of Directors has an effective authorisation to decide upon a share
issue and/or granting stock options and/or other special rights and upon their
conditions. On 4 November 2010, Ilkka-Yhtymä Oyj purchased 7,250,000 shares in
Alma Media Corporation from Oy Herttaässä Ab. From the share purchase price,
EUR 30 million was paid in cash. In addition, Ilkka-Yhtymä decided to issue
freely negotiable convertible bonds, with a value of EUR 20.0 million, to the
seller. The principal terms of the convertible bonds have been described above,
under Consolidated balance sheet and financing. The bonds issue decision taken
by Ilkka-Yhtymä's Board of Directors is based on the authorisation granted to
it by the AGM on 19 April 2010.
In addition to this, the company has not issued any option rights or other
special rights.
The Board of Directors is not authorised to acquire or sell company's own
shares.
FLAGGING ANNOUNCEMENTS
As a result of a share purchase completed on 19 April 2010, Pohjois-Karjalan
Kirjapaino Oyj's holding in Ilkka-Yhtymä Oyj's share capital increased to
5.9524% of the share capital and 1.4236% of the voting rights.
On 5 November 2010, Ilkka-Yhtymä received a disclosure notification stating
that, in the case of the realisation of an arrangement, Oy Herttaässä Ab's
holding in Ilkka-Yhtymä Oyj's share capital would exceed the 5% notification
threshold. The trigger for the disclosure notification is as follows: an
arrangement which, when effected, will result in exceeding the notification
threshold of 5% calculated from the total number of shares, as referred to in
Chapter 2(9) of the Securities Markets Act.
On 11 November 2010, Ilkka-Yhtymä received a disclosure notification stating
that, in the case of the realisation of an arrangement, Oy Herttaässä Ab's
holding in Ilkka-Yhtymä Oyj's share capital would exceed the 10% notification
threshold. The trigger for the disclosure notification is as follows: an
arrangement which, when effected, will result in exceeding the notification
threshold of 10% calculated from the total number of shares, as referred to in
Chapter 2(9) of the Securities Markets Act.
PERSONNEL
The Group had an average of 388 employees during the period (414 in 2009),
while the average number of personnel expressed as full-time equivalents was
343 (366).
On 31 December 2010, the Group had 333 full-time employees (354).
Since 2000, Ilkka-Yhtymä Group's entire personnel has been covered by an
incentive scheme, with the exception of 2009 when the scheme was not in use.
The Articles of Association provide for two employee representatives to serve
on the Supervisory Board of Ilkka-Yhtymä Oyj.
Ilkka-Yhtymä Group's publishing company I-Mediat Oy held cooperation
negotiations mainly concerning I-Mediat Oy's technical production and
information management personnel working in the editorial offices of provincial
papers. These negotiations began on 17 May 2010 and ended on 7 June 2010.
The subject of the negotiations was the changes taking place in the editorial
process related to newspapers and the increase in internal and external
cooperation. As a result of these negotiations, staff numbers will be reduced
by eight. These personnel effects should materialise in full during 2011.
ESTIMATED OPERATING RISKS AND UNCERTAINTIES
Ilkka-Yhtymä's most significant short-term risks are related to the development
of media advertising and printing volumes, applying to the entire sector.
Through its holding in Alma Media stock, the company will also be exposed to
risks related to Alma Media's profit-making capacity, dividend policy and the
price development of its share, as well as risks resulting from the development
of Alma Media's ownership structure. A long-term risk in the sector lies in the
potential decrease in circulation volumes, if consumers transfer to using
electronic devices for reading newspapers.
Communications industry
According to the company's estimates, the Group's core business does not
involve special business risks, but only risks normally associated with the
industry. Such industry risks are mainly associated with the development of
media advertising and media consumption, since more and more alternatives are
being offered to consumers and advertisers. The recession's prolongation and
the slow recovery may have a negative impact on the consumption of media
products and services. Competition in the industry is being affected by the
digitalisation of content, the emergence of new distribution channels, growth
in freely available content, changes in media use and ways of spending time, as
well as the new operating methods and actors these are enabling.
In the face of intensifying competition, the strength of provincial and local
papers lies in their emphasis on local issues and community spirit. A close
relationship with readers, high circulation coverage and competitive contact
prices form the basis of a competitive advertising media.
Publishing
In the long term, regional demographic and economic developments will have an
impact on provincial and local newspapers' circulation and advertising income.
On the other hand, the current reduction underway in the average number of
individuals in households will maintain circulation figures. A healthy
circulation coverage percentage, a competitive contact price and strong
relationships with readers are enhancing newspapers' competitiveness in the
advertising market. Provincial papers' overall reach has increased as a result
of steep growth in the number of online media visitors.
In general, ordinary economic cycles have not had a major impact on local or
provincial newspapers' circulation income. On the other hand, media advertising
volumes reflect changes in economic cycles, competitive situations and the
outlook of advertisers' own industries. The exceptionally steep downturn in the
general economy has reduced newspapers' media sales by a fifth. Media sales
took an upward turn in the autumn of 2010. They are expected to continue
growing modestly in 2011.
The market entry and exit of new media, such as new free sheets, depends on
economic cycles, regional volumes of the advertisement market and the
competitive environment. Since most newspaper groups, such as Ilkka-Yhtymä
Group, have decades' of experience with respect to their free sheets, they can
prepare for this changing competitive environment by focusing on high quality,
local customer relationships.
Due to the consumer behaviour enabled by new technology, some classified
advertisements, such as car, housing and job advertisements, have shifted
online. In response to this development, Ilkka and Pohjalainen are engaged in
collaboration with Arena Partners. Arena Partners Oy has acquired a 35% holding
in Etuovi.com and Autotalli.com services displaying housing and car
advertisements. This will enable us to provide the sector's best services to
customers. New players in the markets include international search engine
companies.
In order to face the challenges posed by changing reading habits among young
people and growing volumes of content available free of charge on the Internet,
Ilkka-Yhtymä Group is providing its provincial newspapers' premium online
services for the benefit of the region's consumers. In line with the allied
Arena Partners' strategy, our online services aim at becoming the leading site
for electronic news, services, transactions and commerce for consumers,
communities and companies in our operating provinces.
Graphics
The aggressive price competition in the printing sector is continuing.
Developments in circulation and advertising volumes are reflected in the
numbers of pages in newspapers, while general economic trends are affecting the
use of other advertising media. Exports to the Nordic countries are dependent
not only on market conditions, but also on the development of exchange rates.
In recent years, the availability of newsprint has been good and price
developments have been moderate or even downward, in spite of the paper
industry's downsizing its capacity in order to safeguard future profitability.
Such capacity cuts are expected to increase pricing pressures. I-print Oy has
prepared for both supply and price risks, by attempting to divide its
purchasing between several suppliers.
Newspaper delivery has been outsourced to Itella Oyj and Suomen Suorajakelu Oy.
Risks in delivery operations concern price developments. The price risk depends
on the availability of deliverers, competition between delivery companies and
the reform of the Postal Services Act.
Financial risks
The Group is exposed to interest-rate risk, risk associated with share prices
and a risk related to the refinancing of the bullet loan maturing in 2013.
The Group's interest-rate risk consists of changes in market interest rates
applied in the loan portfolio. The company follows an interest-rate management
policy confirmed by the Board of Directors. With respect to interest-rate risk
management, the goal is to reduce the volatility of interest expenses in order
to keep interest expenses, and the associated risk that they will grow, at an
acceptable level. Interest-rate risk is managed by selecting both fixed and
floating interest rates in loans, and using interest-rate fixing periods. If
necessary, in order to hedge against interest-rate risk, the company can rely
on interest rate swaps, interest rate options and their combinations. The
Group's loan arrangements and hedging against interest-rate risk has been
described in further detail above, under Consolidated balance sheet and
financing. The company's loan arrangements involve ordinary collaterals and no
special covenants.
In its operations, the Group is exposed to price risks arising from the
volatility of market prices of quoted shares. In order to ensure the
availability and flexibility of financing, the Group has available credit
limits. On 31 December 2010, unused credit limits totalled EUR 13 million (On
31 December 2009, EUR 13 million).
THE BOARD'S PROPOSAL ON PROFIT SHARING
The Board of Directors proposes to the Annual General Meeting of 14 April 2011
that a per-share dividend of EUR 0.50 be paid for the financial year 2010,
representing a total dividend payment of EUR 12,832,604.00. The Group
distributes 99.5% of its profit in dividends. Dividends will be distributed to
those who are listed on the matching day, 19 April 2011, as shareholders in the
Ilkka-Yhtymä Group's list of shareholders, maintained at Euroclear Finland Oy.
Dividend payments are issued on 28 April 2011. On 31 December 2010, the parent
company's free capital amounted to EUR 85,194,522.78.
No substantial changes have taken place in the company's financial position
after the end of the financial year. In the view of the Board of Directors, the
proposed dividends do not jeopardise the company's liquidity.
Ilkka-Yhtymä Oyj practices an active dividend policy and aims to distribute at
least half of its consolidated annual income as dividend payments, taking into
consideration the financing required for profitable growth and the company's
future outlook.
PROSPECTS FOR 2011
It is difficult to predict how the slow recovery of the global economy will
affect media advertising, as well as circulation and printing volumes, in 2011.
Media advertising is forecast to grow slightly in Finland. Due to consumer
caution and media competition, newspapers' circulation income is predicted to
remain at the previous year's level. Printing business volumes have reduced
permanently in Finland, but there are cautiously positive signs of growth in
the sector.
Some growth is forecast for the net sales of Ilkka-Yhtymä's printing and
publishing business.
Group operating profit from Ilkka-Yhtymä's own operations, and operating profit
as a percentage of net sales, excluding the share of Alma Media's and other
associated companies' results, are expected to increase from the 2010 level. In
addition, the year's results will depend on interest-rate trends, any trading
in securities and the price performance of securities investments.
The associated company Alma Media Corporation (29.96%) will have a significant
impact on Group operating profit and profit.
In the current economic climate, several uncertainty factors remain, related to
the predictability of both net sales and operating profit.
SUMMARY OF AND NOTES TO THE FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENT
(EUR 1,000) 10-12/ 10-12/ Change 1-12/ 1-12/ Change
2010 2009 % 2010 2009 %
NET SALES 12 601 12 797 -2 46 530 48 811 -5
Change in inventories of -9 -5 80 -5 -10 53
finished and unfinished
products
Other operating income 109 84 29 429 369 16
Materials and services -3 416 -3 611 -5 -13 108 -15 211 -14
Employee benefits -4 546 -4 739 -4 -17 183 -16 940 1
Depreciation -797 -1 023 -22 -3 182 -3 411 -7
Other operating costs -1 834 -1 852 -1 -6 341 -6 145 3
Share of associated companies' 2 548 1 855 37 7 337 3 019 143
profit
OPERATING PROFIT 4 657 3 506 33 14 479 10 482 38
Financial income and expenses 0 -4 -93 192 3 013 -94
PROFIT BEFORE TAXES 4 656 3 502 33 14 670 13 495 9
Income tax -545 -428 27 -1 779 -1 995 -11
PROFIT FOR THE PERIOD UNDER 4 111 3 074 34 12 892 11 500 12
REVIEW
Earnings per share, undiluted 0.16 0.12 34 0.50 0.55 -8
(EUR)*)
The undiluted share average, 25 665 25 665 25 665 20 997
adjusted for the share issue
(to the nearest thousand)*)
*) There are no factor diluting the figure. CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
(EUR 1,000) 10-12/ 10-12/ Change 1-12/ 1-12/ Change
2010 2009 % 2010 2009 %
PROFIT FOR THE PERIOD UNDER 4 111 3 074 34 12 892 11 500 12
REVIEW
OTHER COMPREHENSIVE INCOME:
Available-for-sale assets 682 682
Share of associated companies' 103 43 141 344 195 76
other comprehensive income
Income tax related to components -203 -203
of other comprehensive income
Other comprehensive income, net 583 43 1261 824 195 322
of tax
TOTAL COMPREHENSIVE INCOME FOR 4 694 3 117 51 13 715 11 695 17
THE PERIOD
CONSOLIDATED BALANCE SHEET
(EUR 1,000) 12/2010 12/2009 Change %
ASSETS
NON-CURRENT ASSETS
Intangible rights 1 284 1 198 7
Goodwill 314 314
Investment property 390 496 -21
Property, plant and equipment 15 150 17 218 -12
Shares in associated companies 161 248 109 167 48
Available-for-sale assets 7 754 5 566 39
Non-current trade and other receivables 0 58 -100
Other tangible assets 214 214
TOTAL NON-CURRENT ASSETS 186 354 134 232 39
Current assets
Inventories 757 622 22
Trade and other receivables 3 322 2 862 16
Income tax assets 144 224 -36
Financial assets at fair value 3 412 2 472 38
through profit or loss
Cash and cash equivalents 3 047 6 648 -54
TOTAL Current assets 10 681 12 828 -17
Total assets 197 035 147 060 34
SHAREHOLDERS' EQUITY AND LIABILITIES
SHAREHOLDER'S EQUITY
Share capital 6 416 6 416
Fair value reserve and other reserves 49 002 48 522 1
Retained earnings 49 612 45 359 9
SHAREHOLDER'S EQUITY 105 030 100 298 5
NON-CURRENT LIABILITIES
Deferred tax liability 1 443 1 505 -4
Non-current interest-bearing liabilities 78 465 33 204 136
NON-CURRENT LIABILITIES 79 909 34 709 130
CURRENT LIABILITIES
Current interest-bearing liabilities 4 545 4 545 0
Accounts payable and other payables 7 368 7 160 3
Income tax liability 183 347 -47
CURRENT LIABILITIES 12 096 12 053 0
SHAREHOLDERS' EQUITY AND LIABILITIES TOTAL 197 035 147 060 34
CONSOLIDATED CASH FLOW STATEMENT
(EUR 1,000) 1-12/ 1-12/
2010 2009
CASH FLOW FROM OPERATIONS
Profit for the period under review 12 892 11 500
Adjustments -2 586 -634
Change in working capital -364 571
CASH FLOW FROM OPERATIONS 9 942 11 438
BEFORE FINANCE AND TAXES
Interest paid -844 -969
Interest received 63 79
Dividends received 6 368 156
Other financial items -750 619
Direct taxes paid -2 128 -242
CASH FLOW FROM OPERATIONS 12 652 11 081
CASH FLOW FROM INVESTMENTS
Investments in tangible and -916 -1 470
intangible assets, net
Acquisition of shares in associated companies -30 487 -35 701
Other investments, net -1 509 -459
Granted loans -19
Repayments of loan receivables 58
Dividends received from investments 247 2 704
CASH FLOW FROM INVESTMENTS -32 607 -34 945
CASH FLOW BEFORE FINANCING ITEMS -19 955 -23 865
CASH FLOW FROM FINANCING
Share issue 38 410
Change in current loans -1 313
Change in non-current loans 25 261 -4 545
Dividends paid and other profit distribution -8 908 -4 360
CASH FLOW FROM FINANCING 16 353 28 193
INCREASE (+) OR DECREASE (--)IN FINANCIAL ASSETS -3 602 4 328
Liquid assets at the beginning of the financial period 6 648 2 321
Liquid assets at the end of the financial period 3 047 6 648
KEY FIGURES
2010 2009
Net sales, Meur 46.5 48.8
change % -4.7 -11.9
Operating profit, Meur 14.5 10.5
% of net sales 31.1 21.5
Profit before taxes, Meur 14.7 13.5
% of net sales 31.5 27.6
Result for the financial period, Meur 12.9 11.5
% of net sales 27.7 23.6
Return on equity (ROE), % 12.6 18.6
Return on investment (ROI), % 9.6 14.1
Equity ratio, % 53.8 69.0
Gearing, % 72.9 28.5
Gross capital expenditure, Meur *) 53.5 37.4
% of net sales 115.0 76.7
Balance sheet total, Meur 197.0 147.1
Current ratio 0.88 1.06
Average no. of employees 343 366
Earnings per share (EPS), eur 0.50 0.55
Cash flow from operations per share, eur 0.49 0.53
Shareholders' equity per share, eur 4.09 3.91
Dividend per share (Series I), eur **) 0.50 0.35
Dividend per share (Series II), eur **) 0.50 0.35
Dividend per earnings (Series I), % 99.5 63.9
Dividend per earnings (Series II), % 99.5 63.9
Effective dividend yield (Series I), % 5.1 3.9
Effective dividend yield (Series II), % 6.1 5.7
Price per earnings (P/E) (Series I) 19.7 16.4
Price per earnings (P/E) (Series II) 16.3 11.2
Market capitalisation, Meur 217.6 170.1
Weighted average of adjusted number of shares during the 25 665 208 20 997 391
financial period
Adjusted number of shares at the end on the financial 25 665 208 25 665 208
period
*) Includes investments in tangible and intangible assets and shares in
associated companies and in available-for-sale financial assets (shares).
**) 2010: Proposal of the Board of Directors
CONSOLIDATED NET SALES AND PROFIT BY QUARTER
(EUR 1,000) Q1/ 2010 Q2/ 2010 Q3/ 2010 Q4/ 20110
NET SALES 11 100 11 859 10 970 12 601
OPERATING PROFIT 2 521 3 482 3 819 4 657
PROFIT FOR THE PERIOD UNDER REVIEW 2 297 3 134 3 350 4 111
(EUR 1,000) Q1/ 2009 Q2/ 2009 Q3/ 2009 Q4/ 2009
NET SALES 12 005 12 616 11 393 12 797
OPERATING PROFIT 1 810 2 382 2 783 3 506
PROFIT FOR THE PERIOD UNDER REVIEW 3 409 2 537 2 480 3 074
STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY (EUR 1,000)
Change in Share Fair Invested Other Retain Total
shareholders' capita value unrestricted reserve ed
equity 1-12/2009 l reserve equity fund s earnin
gs
SHAREHOLDERS' 3 666 -31 509 12 862 38 064 23 083
EQUITY 1.1.
Transfers between 12 837 -12 837
items
Transfer to shares 31 509 31 509
in associated
companies
Comprehensive 11 695 11 695
income for the
period
Dividend -4 400 -4 400
distribution
Rights issue 2 750 2 750
Share premium 35 660 35 660
TOTAL SHAREHOLDERS' 6 416 48 498 24 45 359 100 298
EQUITY 12/2009
Change in Share Fair Invested Other Retain Total
shareholders' equity capita value unrestricted reserv ed
1-12/2010 l reserv equity fund es earnin
e gs
SHAREHOLDERS' EQUITY 6 416 48 498 24 45 359 100 298
1.1.
Comprehensive income 480 13 236 13 715
for the period
Dividend -8 983 -8 983
distribution
TOTAL SHAREHOLDERS' 6 416 480 48 498 24 49 612 105 030
EQUITY 12/2010
GROUP CONTINGENT LIABILITIES
(EUR 1,000) 12/2010 12/2009
Collateral pledged for own commitments
Mortgages on company assets 1 245 1 245
Mortgages on real estate 8 801 8 801
Pledged shares 109 679 39 309
Contingent liabilities on behalf of associated company
Guarantees 2 458
SEGMENT INFORMATION
Group net sales (EUR 1,000) 10-12/ 10-12/ Change % 1-12/ 1-12/ Change %
2010 2009 2010 2009
Publishing 11 051 10 469 6 41 386 39 826 4
Printing 3 654 4 638 -21 13 052 18 032 -28
Non-allocated 479 752 -36 1 942 3 016 -36
Net sales between segments -2 582 -3 062 -16 -9 850 -12 064 -18
Group net sales total 12 601 12 797 -2 46 530 48 811 -5
Group operating profit (EUR 10-12/ 10-12/ Change % 1-12/ 1-12/ Change %
1,000) 2010 2009 2010 2009
Publishing 2 023 1 482 37 6 786 5 582 22
Printing 492 511 -4 1 177 2 615 -55
Associated companies 2 548 1 855 37 7 337 3 019 143
Non-allocated -406 -342 -19 -821 -734 -12
Group operating profit total 4 657 3 506 33 14 479 10 482 38
AUDITED CIRCULATION OF NEWSPAPERS
Ilkka 53 768
Pohjalainen 25 517
Jurvan Sanomat 2 256
Järviseutu 5 472
Komiat 6 696
Suupohjan Sanomat 4 174
Viiskunta 6 091
Vaasan Ikkuna (delivery) 52 338
Etelä-Pohjanmaa (delivery) 44 500
Drafting principles
This financial statements bulletin, issued by Ilkka-Yhtymä Group, was prepared
in accordance with the recognition and measurement principles of the
International Financial Reporting Standards (IFRS), excluding some requirements
of IAS 34.
Since 1 January 2010, the Group has complied with the following new or updated
standards and interpretations:
- IFRS 3 Business combinations and IAS 27 Consolidated and Separate Financial
Statements. These changes will have an impact should the Group acquire
controlling interests or make changes to its subsidiaries' interests
(acquisitions or relinquishments). The change has no impact on the financial
statements.
- Improvements on IFRS standards (April 2009). For the most part, these changes
became effective in 2010. Several minor changes have no bearing on the
financial statements.
- IFRIC 17 Distributions of Non-Cash Assets to Owners. The interpretation has
no impact on the financial statements.
In Group reporting, the share of associated companies' results is included in
operating profit, while dividend income is included in cash flow from
operations in the cash flow statement. The associated companies are closely
related to the Group's publishing business, and, acting in its role as the
owner, the Group participates in the development of their operations. In the
2010 financial statements, associated companies are presented under their own
segment. Comparative data from 2009 segment information has been adjusted
according to the new presentation method.
As regards other parts and issues, the same drafting principles have been
applied to the financial statements bulletin as used in the previous financial
statements on 31 December 2009. Moreover, the calculation formulas and
principles for indicators also remain unchanged.
The figures in the financial statements bulletin are unaudited.
PROPOSALS TO THE ANNUAL GENERAL MEETING
The Board of Directors proposes to the Annual General Meeting of 14 April 2011
that a per-share dividend of EUR 0.50 be paid for the financial year 2010,
representing a total dividend payment of EUR 12,832,604.00. The Group
distributes 99.5% of its profit in dividends. Dividends will be distributed to
those listed on the matching day, 19 April 2011, as shareholders in
Ilkka-Yhtymä Group's list of shareholders, maintained at Euroclear Finland Oy.
Dividend payments will be issued on 28 April 2011. On 31 December 2010, the
parent company's free capital amounted to EUR 85,194,522.78.
THE BOARD'S PROPOSAL ON THE AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Board of Directors proposes to the AGM that the Articles of Association be
amended as follows:
(i) Section 5(2) concerning the retirement age of a Supervisory Board member
be removed
(ii) Section 8(1) be amended by removing the regulations concerning the
retirement age of a member of the Board of Directors and by increasing the
maximum number of Board members to six (6), and Section 8(3) concerning the
quorum for the Board of Directors be removed, and
(iii) Section 11(2) concerning shareholders' initiatives to the General Meeting
be removed.
AUTHORISATION TO DONATE
The Board of Directors proposes to the AGM that the Board of Directors be
authorised to decide upon a donation, totalling a maximum of EUR 50,000, to be
made towards charitable causes or similar, and that the Board of Directors be
authorised to decide upon the recipients, purposes of use, schedules and other
terms of these donations.
General statement
This report contains certain statements that are estimates based on the
management's best knowledge at the time they were made. For this reason, they
involve a certain amount of inherent risk and uncertainty. The estimates may
change in the event of significant changes in general economic and business
conditions.
Seinäjoki, 22 February 2011
ILKKA-YHTYMÄ OYJ
Board of Directors
Matti Korkiatupa
Managing Director
For more information:
Matti Korkiatupa, Managing Director, Ilkka-Yhtymä Oyj
Tel. +358 (0)500 162 015
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