Decisions taken by the Annual General Meeting and Board of Directors of Alma Media


Alma Media Corporation    Stock Exchange Release      17 March 2015 at 16:45 EET

DECISIONS TAKEN BY THE ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS OF ALMA
MEDIA

The Annual General Meeting (AGM) of Alma Media Corporation, held today on 17
March 2015, adopted the Financial Statements for 2014 and discharged the members
of the Board of Directors and the President and CEO from liability. The AGM
decided that no dividend be paid for the financial year 2014 and that a capital
repayment of EUR 0.12 per share be paid from the reserve for invested non
-restricted equity for the financial year 2014.

In its constitutive meeting held after the AGM, the Board of Directors elected
Mr Harri Suutari as Chairman of the Board.

A total of 130 shareholders representing 74.2% of all shares and votes attended
the AGM.

Dividend

The AGM resolved, in accordance with the proposal by the Board of Directors that
no dividend be paid for the financial year 2014. The company has no retained
earnings.

The use of the invested non-restricted equity fund

The AGM resolved, in accordance with the proposal by the Board of Directors,
that EUR 36,420,000 be used from the invested non-restricted equity fund,
complying with the company's balance sheet of 31 December 2014, to cover losses.
The covering of losses improves the preconditions for distribution of profit
during future financial years.

Capital repayment

The AGM resolved, in accordance with the proposal by the Board of Directors, to
distribute EUR 0.12 per share as capital repayments from the invested non
-restricted equity fund. At the moment of the AGM, the company has 75,486,853
shares, translating into a repayment amount of EUR 9,058,422,36. Capital
repayments are paid to shareholders who are registered in Alma Media
Corporation's shareholder register, maintained by Euroclear Finland Ltd, on the
record date, 19 March 2015. The Board of Directors proposes that capital
repayments be paid on 26 March 2015.

Remuneration of the members of the Board of Directors

In accordance with the proposition by the Nomination and Compensation Committee
of the Board, the AGM decided that the remuneration of the Board of Directors
remains unchanged. The Chairman of the Board will 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 will
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 Alma Media Corporation shares corresponding to approximately
40% of the full amount of the annual remuneration for Board members, taking into
account tax deduction at source, at the public trading price. Members of the
Board are obligated to arrange the acquisition of the shares within two weeks of
the release of the first quarter 2015 interim report or, if this is not possible
because of insider trading regulations, at the earliest possible time
thereafter. If it was not possible to acquire the shares by the end of 2015 for
a reason such as pending insider transactions, the remuneration shall be paid in
cash. Shares acquired in this way may not be transferred until the recipient’s
membership on the Board has expired. The company is liable to pay any asset
transfer taxes which may arise from the acquisition of shares.

Composition of the Board of Directors

As proposed by the Nomination and Compensation Committee of the Board, the AGM
confirmed the number of Board members at seven (7).

In accordance with the proposal by the Nomination and Compensation Committee of
the Board, the AGM re-elected Niklas Herlin, Esa Lager, Petri Niemisvirta,
Perttu Rinta, Erkki Solja, Catharina Stackelberg-Hammarén and Harri Suutari to
the Board of Directors for the term ending at the close of the following AGM.

Remuneration and election of the auditor

In accordance with the recommendation of the Audit Committee, the auditors' fee
was decided to be paid according to the invoice approved by the company.
Authorised Public Accountants PricewaterhouseCoopers Oy was elected as the
company's auditor for the 2015 financial year.

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 754,000 shares in one or more lots. The proposed 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 in a regulated market arranged by NASDAQ
OMX Helsinki Oy and in accordance with its rules and instructions, which is why
the acquisition is directed, that is, the shares are purchased otherwise than in
proportion to shareholders’ current holdings.

The price paid for the shares shall be based on the price of the company share
in the regulated market, so that the minimum price of purchased shares is the
lowest market price of the share quoted in the regulated market during the term
of validity of the authorisation and the maximum price, correspondingly, the
highest market price quoted in the regulated market during the term of validity
of the authorisation. Shares may be purchased for the purpose of improving the
company’s capital structure, financing or carrying out corporate acquisitions or
other arrangements, implementing incentive schemes for the management or key
employees, or to be otherwise transferred or cancelled. The authorisation is
valid until the following AGM; however, no longer than until 30 June 2016.

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 754,000 shares
may be issued on the basis of the authorisation. The proposed maximum authorised
quantity represents approximately one 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 parts. The Board of Directors may
use the authorisation to implement incentive programmes for the management or
key employees of the company.

The authorisation is valid until the following AGM; however, no longer than
until 30 June 2016.

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. The
authorisation will entitle the Board to issue a maximum of 15,000,000 shares.
The maximum amount of shares corresponds to approximately 20 per cent 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 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 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 arrangements, or for other purposes decided on by the Board. The
authorisation may not, however, be used to implement incentive programmes for
the management or key employees of the company.

It is proposed that the authorisation be valid until the following AGM; however,
no longer than until 30 June 2016. This authorisation would override the share
issue authorisation granted at the AGM of 20 March 2014.

Establishing a permanent Nomination Committee

The AGM resolved, in accordance with the proposal by the Board of Directors, to
establish a Shareholders’ Nomination Committee. The Nomination Committee’s
duties will include preparing proposals related to the election and remuneration
of Board members to the AGM. At the same time, the AGM approved the Charter of
the Shareholders’ Nomination Committee.

The Shareholders’ Nomination Committee will consist of four members appointed by
shareholders, and the members will elect a Chairman from among themselves. In
addition, the Chairman of the Board will act as an expert member in the
Nomination Committee.

In the year preceding the AGM, on the basis of shareholding on 30 September in
the preceding calendar year, the Chairman of the Board will request each one of
the four largest shareholders to appoint one member to the Shareholders’
Nomination Committee.

The four shareholders who are registered in the shareholder register maintained
by Euroclear Finland Ltd on 30 September in the year preceding the AGM and whose
share of the votes produced by all shares in the company is the greatest
according to this shareholder register will have the right to nominate members
that represent shareholders. Should a shareholder choose not to use the right to
appoint a member, the right is transferred to the next largest shareholder in
the shareholder register, who would not otherwise have the right to appoint a
member.

The Nomination Committee Charter as proposed by the Board of Directors is
available on the Alma Media Corporation website at
www.almamedia.com/investors/corporate-governance/general-meeting/2015.

Constitutive meeting of the Board of Directors

In its constitutive meeting held right after the AGM, the Board of Directors
elected Harri Suutari as Chairman and Petri Niemisvirta as Deputy Chairman of
the Board.

In addition, the Board of Directors appointed the members of its permanent
committees. Perttu Rinta and Catharina Stackelberg-Hammarén were elected as
members of the Audit Committee and Esa Lager as Chairman of the Committee. Esa
Lager, Niklas Herlin and Erkki Solja were elected as members of the Nomination
and Compensation Committee and Petri Niemisvirta as Chairman of the Committee.
Except for Perttu Rinta, Esa Lager and Niklas Herlin, the Board of Directors has
evaluated the persons elected for the Board of Directors to be independent of
the company and its major shareholders. The aforementioned members are evaluated
to be independent of the company but not independent of its significant
shareholders. Perttu Rinta is the Deputy Chairman of the Supervisory Board of
Ilkka-Yhtymä Oyj, Esa Lager a Board member of Ilkka-Yhtymä Oyj and Niklas Herlin
the Chairman of the Board of Mariatorp Oy.

Mikko Korttila, General Counsel of Alma Media Corporation, was appointed
secretary to the Board of Directors.

ALMA MEDIA CORPORATION

Rauno Heinonen
Vice President, Communications and IR

For further information, please contact:
Rauno Heinonen, Vice President, Communications and IR, tel. +358 10 665 2251

Distribution: NASDAQ OMX Helsinki,
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. In 2014, the company employed an average of 1,830 professionals
(excluding deliverers), of whom approximately one quarter worked outside
Finland. Alma Media’s revenue in 2014 totalled approximately EUR 295 million.
Alma Media’s share is listed on NASDAQ OMX Helsinki. Read more at
www.almamedia.com.