ALMA MEDIA CORP. STOCK EXCHANGE ANNOUNCEMENT 14 FEB 2007, 16.00 P.M. 1 (3)
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of Alma Media Corporation will be held on Thursday, 8
March 2007 commencing at 2.00 pm at the Pörssi Room of the Helsinki Stock
Exchange, Fabianinkatu 14, Helsinki, Finland. Registration at the meeting will
start at 1.00 pm.
Agenda
1. The matters stipulated in Article 12 of the company's articles of association
2. Proposal to amend the articles of association
The Board of Directors proposes that, owing to the new Finnish Companies Act that
entered into force on 1 September 2006, the company's articles of association be
amended as follows:
Art. 3 removal of provisions concerning the share capital
Art. 4 removal of provisions concerning the nominal value of the share
Art. 5 removal of provisions concerning the record date
Art. 8 amendment of the provisions concerning signing for the company to
correspond with the terminology used in the new Act, i.e. to read as follows
(changes principally affect the wording of the Finnish text):
The company shall be represented by the chairman of the Board of Directors and
the President of the company, each singly, and the members of the Board of
Directors, two jointly.
The Board of Directors may authorize company employees to sign for the company
such that two shall sign jointly, or one singly together with any member of the
Board.
The Board of Directors shall decide on the granting of procuration. Procuration
may be granted only so that two holders of procuration may sign jointly, or any
holder of procuration singly together with any member of the Board or together
with a person authorized by the Board to sign for the company.
Art. 9 revision of the wording applying to the term of office of the auditors to
read as follows:
The term of office of the auditors is the financial year and their duties shall
cease at the close of the following General Meeting.
Art. 10 amendment of the provisions applying to the notification period for
General Meetings to correspond with the new Act and to read as follows:
To be entitled to attend a General Meeting, a shareholder shall notify the
company of his or her attendance by the date specified by the Board of Directors
in the invitation to the General Meeting. The date so indicated shall not be
earlier than ten (10) days prior to the meeting.
Art. 12 amendment of the agenda of the Annual General Meeting to correspond with
the new Act and to read as follows:
At the Annual General Meeting the following shall be:
presented:
1. the financial statements, comprising the income statement, balance sheet, cash
flow statement and notes to the statements, and
2. the auditor's report,
decided:
3. approval of the financial statements,
4. disposal of the profit shown in the balance sheet,
5. discharge from liability of the members of the Board of Directors and the
President,
6. number of members on the Board of Directors, their remuneration, and
compensation for travel expenses, and
7. the number of auditors and their remuneration
elected:
8. the members of the Board of Directors, and
9. the auditor and, if required, the deputy auditor, and
discussed:
10. any other matters mentioned in the invitation.
Composition of the Board of Directors
The shareholders who represent more than 40 % of votes carried by the company's
shares have announced that they will propose six members to the Board of
Directors and that the current Board members Lauri Helve, Matti Häkkinen, Matti
Kavetvuo, Kai Seikku, Kari Stadigh and Harri Suutari be re-elected and that Ahti
Vilppula be elected as a new member, until the close of the following Annual
General Meeting. The aforementioned persons have given their consent to election.
Election of the auditors
The shareholders elect the auditors for one term of office at a time at the
Annual General Meeting. The Board of Directors recommends, based on the offers it
has requested, that Ernst & Young Oy be elected as the company's auditors for the
financial year 2007.
Dividend payment
The Board proposes a dividend of 0.65 euros per share. The dividend will be paid
to shareholders who are listed as shareholders on the record date, 13 March 2007,
in the company's shareholder register maintained by the Finnish Central
Securities Depository Ltd. The dividend payment date is 20 March 2007.
Display of financial statements and Board's proposals
The documents relating to the annual accounts and the proposals of the Board of
Directors will be on display from Thursday, 1 March 2007, at the company's Head
Office (Eteläesplanadi 20, Helsinki) and on its website, www.almamedia.fi/home,
and will also be sent to shareholders upon request either in writing to Alma
Media Corporation, Ms Sirpa Jyräsalo, P.O. Box 140, FIN-00101 Helsinki, Finland;
or by phone +358 (0)10 665 2220, or by telefax +358 (0)10 665 2270, or by e-mail
to sirpa.jyrasalo@almamedia.fi.
Right to attend
Only those shareholders who are registered in the company's shareholder register
maintained by the Finnish Central Securities Depository Ltd on 26 February 2007
may attend the Annual General Meeting.
Shareholders wishing to attend must notify the company no later than by 12.00
p.m. (Finnish time) on 6 March 2007 either in writing to Alma Media Corporation,
Ms Sirpa Jyräsalo, P.O. Box 140, FIN-00101 Helsinki, Finland; or by phone +358
(0)10 665 2220, or by telefax +358 (0)10 665 2270, or by e-mail to
yhtiokokous@almamedia.fi.
Letters of authorization should arrive at the above address before the period of
notification expires.
ALMA MEDIA CORPORATION
Terhi Lambert-Karjalainen
Communications Manager
DISTRIBUTION: Helsinki Exchanges, principal media
2 (2)
decided:
3. approval of the financial statements,
4. disposal of the profit shown in the balance sheet,
5. discharge from liability of the members of the Board of Directors and the
President,
6. number of members on the Board of Directors, their remuneration, and
compensation for travel expenses, and
7. the number of auditors and their remuneration
elected:
8. the members of the Board of Directors, and
9. the auditor and, if required, the deputy auditor, and
discussed:
10. any other matters mentioned in the invitation.
Composition of the Board of Directors
The shareholders who represent more than 40 % of votes carried by the company's
shares have announced that they will propose six members to the Board of
Directors and that the current Board members Lauri Helve, Matti Häkkinen, Matti
Kavetvuo, Kai Seikku, Kari Stadigh and Harri Suutari be re-elected and that Ahti
Vilppula be elected as a new member, until the close of the following Annual
General Meeting. The aforementioned persons have given their consent to election.
Election of the auditors
The shareholders elect the auditors for one term of office at a time at the
Annual General Meeting. The Board of Directors recommends, based on the offers it
has requested, that Ernst & Young Oy be elected as the company's auditors for the
financial year 2007.
Dividend payment
The Board proposes a dividend of 0.65 euros per share. The dividend will be paid
to shareholders who are listed as shareholders on the record date, 13 March 2007,
in the company's shareholder register maintained by the Finnish Central
Securities Depository Ltd. The dividend payment date is 20 March 2007.
Display of financial statements and Board's proposals
The documents relating to the annual accounts and the proposals of the Board of
Directors will be on display from Thursday, 1 March 2007, at the company's Head
Office (Eteläesplanadi 20, Helsinki) and on its website, www.almamedia.fi/home,
and will also be sent to shareholders upon request either in writing to Alma
Media Corporation, Ms Sirpa Jyräsalo, P.O. Box 140, FIN-00101 Helsinki, Finland;
or by phone +358 (0)10 665 2220, or by telefax +358 (0)10 665 2270, or by e-mail
to sirpa.jyrasalo@almamedia.fi.
Right to attend
Only those shareholders who are registered in the company's shareholder register
maintained by the Finnish Central Securities Depository Ltd on 26 February 2007
may attend the Annual General Meeting.
Shareholders wishing to attend must notify the company no later than by 12.00
p.m. (Finnish time) on 6 March 2007 either in writing to Alma Media Corporation,
Ms Sirpa Jyräsalo, P.O. Box 140, FIN-00101 Helsinki, Finland; or by phone +358
(0)10 665 2220, or by telefax +358 (0)10 665 2270, or by e-mail to
yhtiokokous@almamedia.fi.
Letters of authorization should arrive at the above address before the period of
notification expires.
ALMA MEDIA CORPORATION
Terhi Lambert-Karjalainen
Communications Manager
DISTRIBUTION: Helsinki Exchanges, principal media
3 (3)
Alma Media is a profitably growing and internationally expanding company that
invests in the future of newspapers and the online media. Its best known products
are Aamulehti, Iltalehti, Kauppalehti and Etuovi.com.
Net sales in 2006 totalled EUR 302 million and the operating margin was 16 %. The
company's share is listed in the Mid Cap segment of the OMX Nordic Exchange's
Nordic List, trading code ALN1V. More information at http://www.almamedia.fi/home
NOTICE OF ANNUAL GENERAL MEETING
| Source: Alma Media