Alma Media Oyj : Notice to the Ordinary Annual General Meeting of Alma Media

 Alma Media Oyj : Notice to the Ordinary Annual General Meeting of Alma Media

Alma Media Corporation    Stock Exchange Release     February 15, 2013
at 9:15 AM (EET)

NOTICE TO THE ORDINARY ANNUAL GENERAL MEETING OF ALMA MEDIA

Shareholders of Alma Media Corporation are invited to the Annual General
Meeting to be held in Conference Hall A of The Finlandia Hall, address
Mannerheimintie 13 e, Helsinki, Finland, on Thursday, March 14, 2013 at
13:00hrs (1:00pm) EET. Entrances from Mannerheimintie, door M1 and from
Karamzininkatu, door K1. The reception of registered participants, the
distribution of voting slips and the serving of welcome coffee will commence
at 12:00 noon.

A. Matters on the agenda

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting
of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation  of the  financial  statements, the  report  of the  Board  of 
Directors and the Auditors' report for the year 2012

Review by the President and CEO

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet, the payment
of dividend, as well as a reduction of the share premium fund and transferring
funds to the invested non-restricted equity fund

8.1 Resolution on the  use of the  profit shown on the  balance sheet and  the 
payment of dividend

The Board of Directors proposes that a dividend of EUR 0.10 per share be  paid 
for the  financial year  2012.  Dividends are  paid  to shareholders  who  are 
entered  in  Alma  Media  Corporation's  shareholder  register  maintained  by 
Euroclear Finland  Oy  on  the record  date,  March  19, 2013.  The  Board  of 
Directors proposes that the dividend payment date is March 26, 2013.

8.2 Resolution on a reduction of the share premium fund and transferring funds
to the invested non-restricted equity fund

The Board of  Directors proposes  that the  Annual General  Meeting decide  to 
reduction the share premium fund shown on the balance sheet December 31, 2012,
EUR 419,295,759, by a total of EUR 100,000,000, which would be transferred  to 
the company's invested non-restricted equity  fund. The equity of the  company 
consists only  of  restricted equity,  and  it  is expedient  for  the  equity 
structure and distribution of  profits to change the  structure in a way  that 
reduces the proportion of restricted equity in total equity.

The share premium fund  constitutes part of  the company's restricted  equity, 
which is  why reducing  the fund  requires  a public  notice to  creditors  in 
accordance with the Limited Liability Companies Act prior to the  registration 
of the reduction of the share premium fund.

The Board of  Directors will decide  upon all practicalities  relating to  the 
reduction of the share premium fund.

9. Resolution on the discharge  of the members of  the Board of Directors  and 
the President and CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Nomination and Compensation Committee  of the Board of Directors  proposes 
that the remuneration of the members  of the Board remains unchanged, and  the 
Chairman of the  Board would 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 is proposed to
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 shares  corresponding to  approximately 40%  of the  full 
amount of the annual remuneration at  the public trading price in the  market. 
Members of the Board are obliged to  acquire the said shares within two  weeks 
of the publication of the Interim  Report for January-March 2013, or, in  case 
this is not possible because of insider transaction regulations, on the  first 
possible date thereafter. In case shares  cannot have been acquired until  the 
end of 2013,  for example because  of pending insider  transactions, the  full 
annual remuneration  is  paid  in  money. Shares  thus  acquired  may  not  be 
transferred until the recipient's membership in the Board has ended.

11. Resolution on the number of members of the Board of Director

The Nomination and Compensation Committee  of the Board of Directors  proposes 
to the  Annual General  Meeting that  the Board  should consist  of eight  (8) 
members.

12. Election of members of the Board of Directors

The Nomination and Compensation Committee  of the Board of Directors  proposes 
to the Annual General Meeting that the current Board members Timo Aukia, Petri
Niemisvirta, Kai Seikku, Erkki Solja, Catharina Stackelberg-Hammarén and Harri
Suutari be re-elected to  the Board of  Directors for the  term ending at  the 
close of the following ordinary  annual general meeting. The personal  details 
of the present members of the Board as well as information on their  positions 
of    trust     are    available     on    the     company's    website     at 
www.almamedia.fi/board_members. Board  member Seppo  Paatelainen has  notified 
that he will not be available for  election to the Board of Directors of  Alma 
Media Corporation.

In addition, the Committee proposes that Mr Perttu Rinta, Managing Director of
Suur-Savon Sähkö Oy, and Niklas Herlin,  publisher, be elected as new  members 
of the Board for the said term. The personal details of the new candidates  as 
well as information on their positions of trust are available on the company's
website                                                                     at 
http://www.almamedia.com/investors/corporate-governance/general-meeting/2013/.
All proposed candidates have given their consent to the election.

Shareholders representing  more than  half  of Alma  Media shares  and  voting 
rights have notified  that they  support the  proposal by  the Nomination  and 
Compensation Committee.

13. Resolution on the remuneration of the auditor

In accordance with  the recommendation of  its Audit Committee,  the Board  of 
Directors proposes that the auditors' fee is paid according to the invoice.

14. Election of auditor

In accordance with  the recommendation of  its Audit Committee,  the Board  of 
Directors proposes  that Authorised  Public Accountants  Ernst &  Young Oy  be 
elected as the company's auditors for the 2013 financial year.

15. Authorisation to the Board of Directors to decide on a share issue

The Board of Directors proposes that the Annual General Meeting authorise  the 
Board of Directors  to decide  on a  share issue.  The proposed  authorisation 
would entitle the Board to issue a maximum of 15,000,000 shares. This proposed
maximum amount of shares corresponds to approximately 20 % 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 would entitle  the Board to  decide on a  directed share  issue, 
which would entail deviating from the pre-emption rights of shareholders.  The 
Board could 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  similar arrangements,  or for  other purposes  decided upon  by  the 
Board. The  authorisation may  not, however,  be used  to implement  incentive 
programmes for the management or key personnel of the company.

It is proposed that  the authorisation be valid  until the following  ordinary 
Annual General  Meeting, however  no longer  than until  June 30,  2014.  This 
authorisation would override the authorisations  for share issues resolved  in 
the Annual General Meetings held on March 17, 2011 and March 14, 2012.

16.Proposal of the  company's shareholder Pasi  Asikainen of an  issue to  be 
    resolved in the Annual General Meeting 

Alma Media Corporation's shareholder Pasi Asikainen has made a proposal for
the Board of Directors of the company on December 11, 2012 to be resolved in
the Annual General Meeting 2013. 

The shareholder has requested the Annual General Meeting to consider and make
a decision on returning Tampere as the domicile of the company. 

17. Closing of the meeting

B. Documents of the Annual General Meeting

The above proposals on the agenda of the Annual General Meeting, as well as
this notice to the Annual General Meeting are available on Alma Media
Corporation's website on www.almamedia.fi/annual-general-meeting-2013. The
financial statements, the annual review and the auditors' report will be
available on the same website no later than February 21, 2013. The proposals
and other aforementioned documents will also be available at the Annual
General Meeting, and copies of them as well as this notice will be sent to
shareholders on request. The minutes of the Annual General Meeting will be
available on the company's website no later than on March 28, 2013.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholder register

Shareholders who are registered no later than March 4, 2013 in the company's
shareholders' register maintained by Euroclear Finland Oy have the right to
attend the Annual General Meeting. Shareholders with their shares entered in
their Finnish book-entry accounts are registered in the company's
shareholders' register.

Registered shareholders wishing to attend the Annual General Meeting must
register with the company so that the registration will have been received by
the company no later than March 11, 2013 by 16:00 hrs (4:00pm). The
registration may be delivered starting from February 19, 2013, at 9.00 am
EET:

a) through the web page www.almamedia.fi/annual-general-meeting-2013 or by
email to yhtiokokous@almamedia.fi
b) by telephone on +358 10 665 2220 from Monday to Friday between 9:00 - 16:00
hrs
c) by telefax on +358 10 665 2270 or
d) by letter to Alma Media Corporation, Sirpa Jyräsalo, P.O. Box 140, FI-00101
Helsinki, Finland.

When registering, the shareholder's name, personal identification number,
address, telephone number and the name of any assistant or proxy
representative the shareholder wishes to use, as well as the personal
identification number of said representative, are required. The personal
information of shareholders disclosed to Alma Media Corporation will be used
for no other purpose than the Annual General Meeting and the necessary
registrations pertaining to the meeting.

The shareholder, his/her representative or proxy representative must prepare
to prove his/her identity and/or that he/she is entitled to represent the
shareholder at the venue of the Annual General Meeting.

2. Holders of nominee registered shares

Owners of nominee registered shares are entitled to participate in the Annual
General Meeting based on those shares that would entitle them to be entered in
the shareholder register maintained by Euroclear Finland Oy on March 4, 2013.
In addition, participation in the Annual General Meeting requires that such
shareholders are, based on the ownership of such shares, entered in the
temporary shareholder register maintained by Euroclear Finland Oy no later
than March 11, 2013 at 10:00 hrs (10:00am). For nominee registered shares, an
entry in the temporary shareholder register is considered as a registration to
participate in the Annual General Meeting.

Holders of nominee registered shares are requested to ask their custodian for
instructions on being entered in the shareholders' register, giving proxies
and registering for participation in the Annual General Meeting well in
advance. The custodian's depositary will enter the holder of the nominee
registered share wishing to participate in the Annual General Meeting in the
company's temporary shareholder register no later than the above date and
time.

More information is available on the company's website at
www.almamedia.fi/annual-general-meeting-2013.

3. Proxy representative and powers of attorney

Shareholders may participate in the Annual General Meeting and exercise their
rights at the meeting by proxy representatives. The proxy representative of a
shareholder must present a dated proxy document or give other reliable proof
that he/she is entitled to represent the shareholder. If the shareholder
participates in the Annual General Meeting by several proxy representatives
who represent the shareholder with shares on separate securities accounts, the
shares with which each representative represents the shareholder shall be
notified in connection with the registration.

Any proxy documents should be delivered as originals to the address Alma Media
Corporation, Sirpa Jyräsalo, P.O. Box 140, FI-00101 Helsinki, Finland before
the period of registration expires.

4. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies
Act, shareholders present at the Annual General Meeting have the right to
request information on matters dealt with by the meeting.

On the date of this notice to the Annual General Meeting, February 15, 2013,
Alma Media Corporation has a total of 75,486,853 shares and votes.

The meeting venue, Finlandia Hall, can be reached by tram (services 4, 7 and
10, stop Suomen kansallismuseo) and by all bus services through
Mannerheimintie. Participants arriving with their own cars may park, for a
fee, in the parking garage Q-Park Finlandia, from which there is an
underground lift connection to the Finlandia Hall.

Helsinki, February 14, 2013

ALMA MEDIA CORPORATION

BOARD OF DIRECTORS

For more information, please contact:
Mikko Korttila, General Counsel, Secretary to the Board of Directors of Alma
Media Corporation, tel. +358 50593 4589

DISTRIBUTION:
NASDAQ OMX Helsinki Stock Exchange
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. The company employs approximately 2,800 professionals, of
which over 20% work outside Finland. Alma Media's revenue in 2012 totalled
approximately MEUR 320. Alma Media's share is listed in the NASDAQ OMX
Helsinki. Read more at www.almamedia.com.

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