Notice to the ordinary Annual General Meeting of Alma Media
(Thomson Reuters ONE) - Alma Media Corporation Stock exchange release February 16, 2010 at 8:55NOTICE TO THE ORDINARY ANNUAL GENERAL MEETING OF ALMA MEDIAShareholders of Alma Media Corporation are invited to the Annual General Meeting(AGM) to be held in the conference room P?isali of P?italo, addressFabianinkatu 14, Helsinki, Finland, on Thursday, March 11, 2010 at 13:00 hrs(1:00pm) EET. The reception of registered participants and the serving ofwelcome coffee will commence at 12:00 noon.A. Matters on the agendaAt the Annual General Meeting, the following matters will be considered:1. Opening of the meeting2. Calling the meeting to order3. Election of persons to scrutinise the minutes and to supervise the countingof votes4. Recording the legality of the meeting5. Recording the attendance at the meeting and adoption of the list of votes6. Presentation of the financial statements, the report of the Board ofDirectors and the Auditors' report for the year 2009- Review by the CEO7. Adoption of the financial statements8. Resolution on the use of the profit shown on the balance sheet and thepayment of dividendThe Board of Directors proposes that a dividend of EUR 0.40 per share be paid.Dividends are paid to shareholders who are entered in Alma Media Corporation'sshareholder register maintained by Euroclear Finland Oy no later than the recorddate, March 16, 2010. Dividend payment date is March 25, 2010.9. Resolution on the discharge of the members of the Board of Directors and theCEO from liability10. Resolution on the remuneration of the members of the Board of DirectorsThe Nomination and Compensation Committee of the Board of Directors proposesthat the remuneration of the members of the Board remains unchanged and thechairman of the Board be paid an annual fee of EUR 30,000, the vice chairman EUR24,000 and ordinary members EUR 20,000. In addition, the chairman would be paida fee of EUR 1,000, the vice chairman EUR 700 and ordinary members EUR 500 foreach Board and committee meeting they attend. Compensation for travel expensesis proposed to be paid in accordance with the company's travel policy. It isproposed that the annual fees for the members of the Board be paid in Alma MediaCorporation shares by acquiring for the members a number of shares correspondingto approximately 40% of the full amount of the annual remuneration, and theremainder in money for taxation purposes. Shares thus acquired may not betransferred until the recipient's membership in the Board has ended. In caseshares cannot have been acquired until the end of 2010, for example because ofpending insider transactions, the full annual remuneration is paid in money.11. Resolution on the number of members of the Board of DirectorsMr Matti Kavetvuo, a member of the Board, has notified that he will not beavailable for election to the Board of Directors of Alma Media.The Nomination and Compensation Committee of the Board of Directors proposes tothe annual general meeting that the Board should consist of seven (7) members.12. Election of members of the Board of DirectorsThe Nomination and Compensation Committee of the Board of Directors proposes tothe annual general meeting that the current Board members Lauri Helve, SeppoPaatelainen, Kai Seikku, Erkki Solja, Catharina Stackelberg-Hammar? KariStadigh and Harri Suutari be re-elected to the Board of Directors for the termending at the close of the following ordinary annual general meeting.Shareholders representing more than half of the shares and votes in Alma MediaCorporation have notified their support for the proposal presented by theNomination and Compensation Committee.13. Resolution on the remuneration of the auditorIn accordance with the recommendation of the Audit Committee, the Board proposesthat the auditors' fees are paid as invoiced.14. Election of auditorIn accordance with the recommendation of the Audit Committee, the Board proposesthat Authorised Public Accountants Ernst & Young Oy be elected as the company'sauditors for the 2010 financial year.15. Proposal by the Board of Directors to amend the Articles of AssociationThe Board of Directors proposes that the article regarding the invitation to ageneral meeting of shareholders be amended due to an amendment to the LimitedLiability Companies Act now in effect as follows:"Article 8 Invitation to General MeetingGeneral Meetings shall be announced in at least three newspapers published bythe company or its subsidiary or else in writing to shareholders by registeredletter not earlier than three (3) months and not later than three (3) weeksprior to the meeting date. The invitation to a General Meeting shall, however,be delivered no later than nine (9) days before the record date for the meeting.To be entitled to attend a General Meeting, a shareholder shall notify thecompany of his or her attendance by the date specified by the Board of Directorsin the invitation to the General Meeting. The date so indicated shall not beearlier than ten (10) days prior to the meeting."16. Authorisation to the Board of Directors to decide on the repurchase of thecompany's own sharesThe Board of Directors proposes that the Board be authorised to repurchase amaximum of 3,730,600 of the company's shares. The proposed number of sharesrepresents approximately five (5) per cent of the company's total number ofshares. The shares would be repurchased at the market price in public trade onNASDAQ OMX Helsinki using the company's non-restricted equity, which willdecrease the disposable funds of the company for the distribution of profit. Theprice paid for the shares shall be based on the price of the company's shares inpublic trade with the minimum price of the shares to be purchased being thelowest quoted market price in public trade during the validity of theauthorisation and the maximum price the highest quoted market price during thevalidity of the authorisation. The shares can be repurchased for the purpose ofdeveloping the capital structure of the company or financing corporateacquisitions or other arrangements, or to be otherwise disposed of or cancelled.It is proposed that the authorisation be valid until the following ordinaryannual general meeting, however no longer than until June 30, 2011.17. Closing of the meetingB. Documents of the Annual General MeetingThe above proposals by the Board of Directors and its committees, as well asthis notice to the Annual General Meeting are available on Alma MediaCorporation's website on www.almamedia.fi/agm2010
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Datum: 16.02.2010 - 07:56 Uhr
Sprache: Deutsch
News-ID 12532
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