DECISIONS BY ALMA MEDIA'S ANNUAL GENERAL MEETING AND THE BOARD OF DIRECTORS
Peter Immonen, Esa Lager, Alexander Lindholm, Petri Niemisvirta, Jorma Ollila and Catharina Stackelberg-Hammarén were elected as Board members. In its constitutive meeting after the AGM, the Board of Directors elected Jorma Ollila as its Chair and Petri Niemisvirta as its Vice Chair.
At the AGM, 80 shareholders were represented, corresponding to approximately 62 735 397 shares and votes (76.2 percent of the total number of shares). The AGM voted in favour of all of the proposals made to the AGM by the Board of Directors and the Shareholders' Nomination Committee with at least 94.8 per cent of the votes given.
Dividends
In accordance with the proposal of the Board of Directors, the AGM resolved that a dividend of
Remuneration Report
The AGM confirmed the Remuneration Report for the Governing Bodies.
Remuneration of Board members
In accordance with the proposal of the Shareholders' Nomination Committee, the Annual General Meeting decided that the remuneration be kept unchanged, and that the following annual remuneration be paid to the members of the Board of Directors for the term of office ending at the close of the Annual General Meeting 2022: to the Chair of the Board of Directors,
In addition, the Chair of the Board of Directors and the Chair of the Audit Committee will be paid a fee of
The attendance fees for each meeting are:
- doubled for (i) members living outside Finland in Europe or (ii) meetings held outside Finland in Europe; and
- tripled for (i) members resident outside Europe or (ii) meetings held outside Europe.
The members of the Board shall, as decided by the Annual General Meeting, acquire a number of
Composition of the Board of Directors
The AGM confirmed the number of Board members as six (6) as proposed by the Shareholders' Nomination Committee.
The current Board members were re-elected for the new term of office, extending until the end of the subsequent Annual General Meeting: Peter Immonen, Esa Lager, Alexander Lindholm, Petri Niemisvirta, Jorma Ollila and Catharina Stackelberg-Hammarén.
Fee and election of auditor
In accordance with the recommendation of the Board of Directors' Audit Committee, it was decided that the auditor's fees be paid according to the invoice approved by the company.
Amendment to the Articles of Association
The AGM decided to amend Article 8 of the Articles of Association so that the company could publish an invitation to the Annual General Meeting in at least one widely read media or on the company's website or by delivering a registered letter to shareholders. The first paragraph of Article 8 of the Articles of Association will be amended as follows:
"General meetings shall be announced in at least one of the widely read media, or on the company website, or else in writing to shareholders by registered letter no earlier than three (3) months and no later than three (3) weeks prior to the meeting date. The invitation to the General Meeting shall, however, be delivered no later than nine (9) days before the record date for the meeting."
Authorisation to the Board of Directors to repurchase own shares
The AGM authorised the Board of Directors to decide on the repurchase of a maximum of 824,000 shares in one or more lots. The 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 on a regulated market arranged by
Authorisation to the Board of Directors to decide on the transfer of own shares
The AGM authorised the Board of Directors 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 this authorisation. The 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 lots. The Board of Directors can use the authorisation to implement incentive programmes for the management or key employees of the company.
The authorisation is valid until the following AGM, but not later than
Authorisation to the Board of Directors to decide on a share issue
The AGM authorised the Board of Directors to decide on a share issue. A maximum of 16,500,000 shares may be issued on the basis of this authorisation. The maximum number of shares issuable under the authorisation corresponds to approximately 20 per cent of the company's entire share capital. The share issue can be implemented by issuing new shares or by transferring treasury shares. 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 lots.
The Board can use the authorisation for developing the capital structure of the company, widening the ownership base, financing or executing acquisitions or other arrangements, or for other purposes decided on by the Board. The authorisation cannot, however, be used to implement incentive schemes for the management or key employees of the company.
The authorisation is valid until the following AGM, but not later than
Charitable donations
The AGM authorised the Board to decide on donations amounting to no more than a total of
Constitutive meeting of the Board of Directors
In its constitutive meeting held after the AGM, the Board of Directors elected Jorma Ollila as its Chair and Petri Niemisvirta as its Vice Chair.
The Board of Directors also appointed the members to its permanent committees. Esa Lager, Alexander Lindholm and Petri Niemisvirta were elected as members of the Audit Committee, with Esa Lager as Chair. Peter Immonen, Jorma Ollila and Catharina Stackelberg-Hammarén were elected as members of the
The Board of Directors has assessed that, with the exception of Peter Immonen, Esa Lager, Alexander Lindholm and Jorma Ollila, the members of the Board are independent of the company and its significant shareholders. Peter Immonen is a member of the
ALMA MEDIA CORPORATION
Board of Directors
For more information, please contact:
Mikko Korttila, General Counsel of
Alma Media in brief
Alma Media is a dynamic digital service business and media company with a strong capacity for renewal. The company's best-known brands are Kauppalehti, Talouselämä, Iltalehti, Etuovi.com and Monster. Alma Media builds sustainable growth expanding its offering from media to related digital services fulfilling the needs of users' everyday life as consumers and as professionals in business. Alma Media operates in 11 countries in Europe. Alma Media employs approximately 1,500 professionals. Alma Media's revenue from continuing operations was
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