Decisions of the Annual General Meeting and the Board of Directors of Alma Media Corporation in 2026
Alma Media Corporation Stock Exchange Release 9 April 2026 at 4:40 pm EET
DECISIONS OF THE ANNUAL GENERAL MEETING AND THE BOARD OF DIRECTORS OF ALMA MEDIA CORPORATION IN 2026
The Annual General Meeting (AGM) of Alma Media Corporation held on 9 April 2026 adopted the Financial Statements for the financial year 2025 and discharged the members of the Board of Directors and the CEO from liability for the financial year 1 January-31 December 2025.
Eero Broman, Heikki Herlin, Ari Kaperi, Alexander Lindholm, Catharina Stackelberg-Hammarén, Marika Auramo and Hanna Kivelä were re-elected as members of the Board for the term extending until the end of the next Annual General Meeting. 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, 121 shareholders were represented, corresponding to 66 408 378 shares and votes (80,61 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 93.64 per cent of the votes given.
Dividends
The AGM resolved to pay a dividend of EUR 0.48 per share for the financial year 2025. The dividend shall be paid to shareholders registered in the company's shareholder register maintained by Euroclear Finland Ltd on the dividend record date 13 April 2026. The dividend payment date is 20 April 2026.
Remuneration Report and Remuneration Policy
The AGM confirmed the Remuneration Report for the company's governing bodies and the Remuneration Policy.
Remuneration of the Board of Directors
The AGM resolved, in accordance with the proposal of the Shareholders' Nomination Committee, that the annual fees of the Board members remain unchanged. For the term ending at the close of the 2027 Annual General Meeting, the following annual fees shall be paid:
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Chair of the Board: EUR 75,700
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Vice Chair of the Board: EUR 48,400
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Other Board members: EUR 39,400
In addition, a meeting fee shall be paid for each Board or committee meeting attended as follows:
EUR 1,500 to the Chair of the Board and the Chair of the Audit Committee, EUR 1,000 to the Chair of the Nomination and Remuneration Committee, EUR 700 to Vice Chairs of committees and EUR 500 to members. Travel expenses shall be reimbursed 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 2026 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 2026 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 that the number of Board members be seven (7).
The following Board members were reelected for a term ending at the close of the next Annual General Meeting: Marika Auramo, Eero Broman, Heikki Herlin, Ari Kaperi, Hanna Kivelä, Alexander Lindholm and Catharina Stackelberg-Hammarén.
The AGM elected Catharina Stackelberg-Hammarén as Chair of the Board and Eero Broman as Vice Chair.
All elected Board members are deemed independent of the company. With the exception of Eero Broman, Heikki Herlin and Alexander Lindholm, the Board members are also deemed independent of the company's significant shareholders. The Board of Directors has assessed that all the elected Board Members are assessed to be independent of the company. All the Board Members, with the exception of Eero Broman, Heikki Herlin and Alexander Lindholm, are also assessed to be independent of the company's significant shareholders. Heikki Herlin is Chair of the Board of Mariatorp Oy, Alexander Lindholm is the CEO of Otava Group and Eero Broman is a member of the Board of Otava Group.
Auditor and Sustainability Reporting Assurance Provider
In accordance with the recommendation of the Audit Committee, the AGM resolved that the auditor's remuneration be paid based on an invoice approved by the company.
The AGM elected Ernst & Young Oy as the company's auditor for the financial year 2026. Ernst & Young Oy has informed the company that Authorised Public Accountant Terhi Mäkinen will act as the auditor in charge.
The AGM also elected Ernst & Young Oy as the sustainability reporting assurance provider for the financial year 2026. Terhi Mäkinen will act as the responsible sustainability reporting assurance professional. The remuneration shall be paid based on an invoice approved by the company.
Authorisation to Acquire Own Shares
The AGM authorised the Board of Directors to decide on the acquisition of a maximum of 824,000 own shares, corresponding to approximately one (1) per cent of the total number of shares in the company.
The shares may be acquired on the regulated market organised by Nasdaq Helsinki using the company's unrestricted equity, otherwise than in proportion to the shareholdings of the shareholders. The shares may be acquired to develop the company's capital structure, to finance or implement acquisitions or other arrangements, to implement incentive schemes for management or key employees, or for further transfer or cancellation.
The authorisation is valid until the next Annual General Meeting, however no later than 30 June 2027.
Authorisation to Transfer Own Shares
The AGM authorised the Board of Directors to decide on a share issue by transferring own shares. A maximum of 824,000 shares may be transferred under the authorisation. The Board may deviate from the shareholders' preemptive rights. The authorisation may be used to implement incentive schemes for management or key employees.
The authorisation is valid until the next Annual General Meeting, however no later than 30 June 2027, and it cancels the corresponding authorisation granted by the AGM on 10 April 2025.
Authorisation to Decide on a Share Issue
The AGM authorised the Board of Directors to decide on a share issue of up to 16,500,000 shares, corresponding to approximately 20 per cent of the total number of shares in the company. The shares may be issued as new shares or by transferring treasury shares. The Board may deviate from the shareholders' preemptive rights.
The authorisation may be used to develop the company's capital structure, expand the ownership base, finance or implement acquisitions or other arrangements, or for other purposes determined by the Board. The authorisation may not be used for incentive schemes for management or key employees.
The authorisation is valid until the next Annual General Meeting, however no later than 30 June 2027, and it cancels the corresponding authorisation granted by the AGM on 10 April 2025, excluding the authorisation to transfer own shares described above.
Donations
The AGM authorised the Board of Directors to decide on donations of up to EUR 100,000 in total for charitable or comparable purposes and to decide on the recipients, purposes and other terms of the donations.
Organisation of the Board of Directors
Following the AGM, the Board of Directors convened and elected its members to the Board committees.
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. Eero Broman, Hanna Kivelä and Ari Kaperi were elected as members of the Audit Committee, with Ari Kaperi as Chair. Catharina Stackelberg-Hammarén, Heikki Herlin, Marika Auramo were elected as members of the Nomination and Compensation Committee, with Catharina Stackelberg-Hammarén as Chair.
In addition, the Board of Directors resolved to establish a new Strategy Committee. The task of the Strategy Committee is to support the company's management and the Board of Directors in matters related to various strategic initiatives concerning the development of the company's corporate and business strategies and the utilisation of related strategic opportunities. The members of the Strategy Committee are Heikki Herlin and Catharina Stackelberg-Hammarén, with Alexander Lindholm appointed as Chair of the Committee.
ALMA MEDIA CORPORATION
Board of Directors
Further information:
Mikko Korttila, General Counsel and Secretary to the Board of Directors,
Alma Media Corporation, tel. +358 50 593 4589
Distribution: Nasdaq OMX Helsinki, key media, www.almamedia.fi/en