NOTICE TO THE ANNUAL GENERAL MEETING OF ALMA MEDIA
Shareholders of
The company's Board of Directors has decided on an exceptional meeting procedure on the basis of a temporary derogation from the Finnish Limited Liability Companies Act (677/2020), entered into force on
It is possible for shareholders to follow the Annual General Meeting via web stream at www.almamedia.fi/en/general-meeting/2021. It is not possible to ask questions or vote via the web stream, and shareholders following the web stream will not be considered as in attendance at the Annual General Meeting unless they have voted in advance.
A. Matters on the agenda at the AGM
The following matters will be considered at the Annual General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
Mr
3. Election of persons to examine the minutes and supervise the counting of votes
Mr
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance during the advance voting period and who have the right to participate in the Annual General Meeting pursuant to Chapter 5, Sections 6 and 6a of the Finnish Limited Liability Companies Act are considered to be shareholders participating in the meeting.
6. Presentation of the 2020 Financial Statements, the Report by the Board of Directors and the Auditors' Report
The CEO's review is presented to shareholders via the Annual General Meeting web stream.
As the Annual General Meeting can only be attended by advance voting, the annual report published by the company on
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of a dividend
The Board of Directors proposes that a dividend of
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability for the financial period 1 January-
10. Discussion of the Remuneration Report of the governing bodies
As the Annual General Meeting can only be attended by advance voting, the remuneration report published by the company on
11. Deciding on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Committee proposes that the remuneration of the Board of Directors be kept unchanged, and that the following annual remuneration be paid to the members of the Board of Directors to be elected at the Annual General Meeting for the term of office ending at the close of the Annual General Meeting 2022: to the Chairman of the Board of Directors,
In addition, the Chair of the Board of Directors and the Chair of the Audit Committee would be paid a fee of
It is proposed that the above-mentioned attendance fee for each meeting be
- doubled for (i) members living outside
Finland inEurope or (ii) meetings held outsideFinland inEurope ; and -
tripled for (i) members resident outside
Europe or (ii) meetings held outsideEurope .
The members of the Board shall, as decided by the Annual General Meeting, acquire a number of
12. Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Committee proposes that six (6) members serve on the Board of Directors.
13. Election of the members of the Board of Directors
The Shareholders' Nomination Committee proposes that the current Board members be re-elected for the new term of office, extending until the end of the next Annual General Meeting:
Of the current Board members,
All the proposed Board members are assessed to be independent of the company. The members of the Board, with the exception of
The personal details of the current members of the Board and information on their positions of trust can be found at http://www.almamedia.fi/en/investors/governance/board-of-directors.
All the proposed members of the Board of Directors have given their permission for their election.
Shareholders representing more than half of
14. Resolution on the number of auditors
In accordance with the recommendation of the Board of Directors' Audit Committee, the Board of Directors proposes that the Annual General Meeting elect one company auditor for the 2021 financial year.
15. Resolution on the remuneration of the auditor
In accordance with the recommendation of the Board of Directors' Audit Committee, the Board of Directors proposes that the auditor's fees be paid according to the invoice approved by the company.
16. Election of the auditor
In accordance with the recommendation of the Board of Directors' Audit Committee, the Board of Directors proposes that the auditing firm
17. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes that the AGM decides 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 is proposed to be amended to read 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."
18. Authorisation to the Board of Directors to repurchase own shares
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the repurchase of a maximum of 824,000 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
19. Authorisation to the Board of Directors to decide on the transfer of own shares
The Board of Directors proposes that the Annual General Meeting authorise it to decide on a share issue by transferring treasury shares. The authorisation would entitle the Board to issue a maximum of 824,000 shares. The proposed maximum number of shares issuable under the authorisation corresponds to 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.
It is proposed that the authorisation be valid until the following AGM; however, until no later than
20. Authorisation to the Board of Directors to decide on a share issue
The Board of Directors proposes that the AGM authorise it to decide on a share issue. The authorisation would entitle the Board to issue a maximum of 16,500,000 shares. The proposed 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.
It is proposed that the authorisation be valid until the following AGM; however, until no later than
21. Charitable donations
The Board of Directors proposes that the Annual General Meeting authorise the Board to decide on donations amounting to no more than a total of
22. Closing of the meeting
B. Documents of the AGM
The above proposals on the company's agenda and this notice to the Annual General Meeting are
available at: www.almamedia.fi/en/general-meeting/2021. The Financial Statements of
The minutes of the AGM will be available on the above website on
C. Instructions to the participants of the AGM
1. Shareholders registered on the shareholder register
Shareholders who are registered on
2. Registration and advance voting
Registration and advance voting will begin on
Shareholders who have a Finnish book-entry account may register and vote in advance on certain AGM agenda items via the company's website. The registration and advance voting period starts on
a) online at: www.almamedia.fi/en/general-meeting/2021
Electronic registration and advance voting require strong identification of the shareholder or their legal representative or agent with Finnish or Swedish bank IDs or a mobile certificate. In connection with the registration, the requested information, such as the shareholder's name, personal identity number and contact information, must be provided.
b) by post or email
A shareholder may submit the advance voting form available on the company's website by letter to
The advance voting form will be available on the Company's website no later than
If a shareholder participates in the Annual General Meeting by submitting advance votes to
The terms and conditions of advance voting online and the instructions concerning the advance voting process either online or by post or email are available at www.almamedia.fi/en/general-meeting/2021. More information is also available by phone from
Personal information provided by shareholders to
3. Proxy representatives and proxy documents
Shareholders may attend the AGM and exercise their rights at the meeting through proxy representatives. A proxy authorised by a shareholder may also attend the meeting only by voting in advance on behalf of the shareholder as described in this invitation. The proxy representative of a shareholder must present a dated proxy document or provide other reliable proof that they are entitled to represent the shareholder. The proxy must identify to the electronic registration service and advance voting in person with strong identification, after which they will be able to register and vote in advance on behalf of the shareholder they represent. The right of legal representation can be demonstrated by utilising the Suomi.fi authorisations service available in the electronic registration service.
Should a shareholder attend the AGM via more than one proxy representative representing this shareholder's shares stored in different securities accounts, the shares by virtue of which each proxy representative is representing the shareholder must be specified in connection with the registration.
Any proxy documents should be delivered (i) by post to the address
or (iii) in connection with electronic registration and advance voting. Proxies must be received before the end of the registration period. The Proxy model is available on the company's website
www.almamedia.fi/en/general-meeting/2021.
4. Holders of nominee-registered shares
Holders of nominee-registered shares are entitled to attend the Annual General Meeting based
on the shares that would entitle them to be entered in the shareholder register, maintained by
Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes of the shareholder.
Holders of nominee-registered shares are advised to consult their asset manager well in advance
for instructions on being entered temporarily on the shareholder register,
giving proxies and registering for participation in the AGM. The asset manager's account manager organisation must announce the holders of nominee-registered shares who wish to attend the AGM for temporary registration on the company's shareholder register no later than the aforementioned date and time. In addition, the asset manager's account manager organisation must take care of voting in advance on behalf of a nominee-registered shareholder within the registration period
for nominee-registered shares.
5. Other instructions/information
Shareholders holding at least one-hundredth of all the shares in the company have the right to make a counter-proposal to be put to the vote on the items on the agenda of the AGM. Such counter-proposals must be submitted to the company by email to yhtiokokous@almamedia.fi no later than 3
A shareholder may submit questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act on matters to be discussed at the AGM until
It is possible for shareholders to follow the Annual General Meeting via web stream in accordance with the instructions provided at www.almamedia.fi/en/general-meeting/2021.
It is not possible to ask questions or vote via the web stream, and shareholders following the web stream will not be considered to attend the Annual General Meeting unless they have voted in advance.
On the date of this notice to the AGM,
BOARD OF DIRECTORS
For more information, please contact:
Distribution:
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