DECISIONS BY ALMA MEDIA'S ANNUAL GENERAL MEETING AND THE BOARD OF DIRECTORS IN 2024 

Alma Media Corporation's Annual General Meeting (AGM) held today, 5 April 2023 confirmed the financial statements for 2023 and released the members of the Board of Directors and the President and CEO from liability. The AGM decided that a dividend of EUR 0.45 per share shall be paid for the financial year 2023.  

Eero Broman, Heikki Herlin, Peter Immonen, Ari Kaperi, Esa Lager, Alexander Lindholm, Catharina Stackelberg-Hammarén and Kaisa Salakka were elected as Board members. In its constitutive meeting after the AGM, the Board of Directors elected Catharina Stackelberg-Hammarén as its Chair and Eero Broman as its Vice Chair.  

At the AGM, 128 shareholders were represented, corresponding to 65,195,230 shares and votes (79.14 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 85.01 per cent of the votes given.  

Dividends  

In accordance with the proposal of the Board of Directors, the AGM resolved that a dividend of EUR 0.45 per share be paid for the financial year 2023. The dividend will be paid to shareholders who are registered in Alma Media Corporation's shareholder register maintained by Euroclear Finland Ltd on the record date, 9 April 2024. The payment shall be effected on 16 April 2023.  

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 will remain unchanged, and that the following annual remuneration will be paid to the members of the Board of Directors for the term of office ending at the close of the Annual General Meeting 2025: to the Chair of the Board of Directors, EUR 68,800 per year; to the Vice Chair, EUR 44,000 per year, and to members EUR 35,800 per year.  

In addition, the Chair of the Board of Directors and the Chair of the Audit Committee will be paid a fee of EUR 1,500, the Chair of the Nomination and Compensation Committee a fee of EUR 1,000, the Deputy Chairs of the committees a fee of EUR 700 and members a fee of EUR 500 for those Board and Committee meetings that they attend. The travel expenses of Board members will be compensated in accordance with the company's travel policy.  

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 Alma Media Corporation shares corresponding to approximately 40 per cent of the full amount of the annual remuneration for Board members, taking into account tax deduction at source, at the trading price on the regulated market arranged by the Helsinki Stock Exchange. Members of the Board are required to arrange the acquisition of the shares within two weeks of the release of the first quarter 2024 interim report or, if this is not possible due to insider trading regulations, as soon as possible thereafter. If it is not possible to acquire the shares by the end of 2024 for a reason such as pending insider transactions, the annual remuneration shall be paid in cash. Shares acquired in this way cannot be transferred until the recipient's membership on the Board has ended. The company is liable to pay any asset transfer taxes which may arise from the acquisition of shares.  

Composition of the Board of Directors  

The AGM confirmed the number of Board members as eight (8) as proposed by the Shareholders' Nomination Committee.  

The current Board members: Eero Broman, Heikki Herlin, Peter Immonen, Esa Lager, Alexander Lindholm, Catharina Stackelberg-Hammarén and Kaisa Salakka were re-elected and the new member Ari Kaperi for the new term of office extending until the end of the subsequent Annual General Meeting.  

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.  

Based on the recommendation of the Board of Directors' Audit Committee for the Annual General Meeting, Authorised Public Accountants Ernst & Young Oy were elected as Alma Media Corporation's auditor for the financial year 2024. Ernst & Young Oy has confirmed that Terhi Mäkinen, APA, will serve as the principal auditor. The recommendation of the Board of Directors' Audit Committee was based on competitive tendering for the company's financial audit. Ernst & Young Oy will also act as the company's sustainability reporting verifier for the financial year 2024 in accordance with the transitional provision of the Act on Amendments to the Limited Liability Companies Act (1252/2023), and it will be paid a fee for this task according to the invoice approved by the company. 

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 Nasdaq Helsinki Ltd and in accordance with its rules and instructions, for which reason the acquisition is directed, in other words, the shares will be purchased otherwise than in proportion to the shareholders' current holdings. The price paid for the shares shall be based on the price of the company share on the regulated market so that the minimum price of purchased shares is the lowest market price of the share quoted on the regulated market during the term of validity of the authorisation and the maximum price, correspondingly, the highest market price quoted on the regulated market during the term of validity of the authorisation. Shares can 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, but not later than 30 June 2025.  

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 30 June 2025. This authorisation overrides the share issue authorisation granted at the Annual General Meeting of 4 April 2023.  

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 30 June 2025. This authorisation overrides the corresponding share issue authorisation granted by the AGM of 4 April 2023, but not the share issue authorisation proposed above.  

Charitable donations  

The AGM authorised the Board to decide on donations of a total maximum of EUR 100,000 for charitable or corresponding purposes, as well as to decide on the recipients of donations, their intended uses and other terms and conditions of donations.  

Constitutive meeting of the Board of Directors  

In its constitutive meeting held after the AGM, the Board of Directors elected Catharina Stackelberg-Hammarén as its Chair and Eero Broman as its Vice Chair.  

The Board of Directors also appointed the members to its permanent committees. Esa Lager, Eero Broman and Ari Kaperi were elected as members of the Audit Committee, with Esa Lager as Chair. Catharina Stackelberg-Hammarén, Peter Immonen and Alexander Lindholm were elected as members of the Nomination and Compensation Committee, with Peter Immonen as Chair.  

The Board of Directors has assessed that, with the exception of Peter Immonen, Esa Lager, Alexander Lindholm, Heikki Herlin and Eero Broman, the members of the Board are independent of the company and its significant shareholders. Heikki Herlin is Chair of the Board of Mariatorp Oy, Peter Immonen is a member of the Board of Mariatorp Oy, Esa Lager is a member of the Board of Ilkka Oyj, Alexander Lindholm is the CEO of Otava Group and Eero Broman has been a member of the Board of Otava Ltd. for ten consecutive years in 2024 (a relationship with a significant shareholder pursuant to subsection j) of Recommendation 10 of the Corporate Governance Code).  

ALMA MEDIA CORPORATION  

Board of Directors  

For more information, please contact:  

Mikko Korttila, General Counsel of Alma Media Corporation, secretary to the Board of Directors, tel. +358 50 593 4589 

Distribution: NASDAQ Helsinki Stock Exchange, main media, www.almamedia.fi/en/