Alma Media Corporation - Stock Exchange Release 28 January 2026 at 9am EET
PROPOSAL BY THE NOMINATION COMMITTEE OF ALMA MEDIA'S SHAREHOLDERS FOR THE
COMPOSITION AND REMUNERATION OF THE BOARD OF DIRECTORS OF ALMA MEDIA CORPORATION
The General Meeting of Alma Media Corporation held on 17 March 2015 decided,
based on the proposal of the Board of Directors, to establish a Nomination
Committee composed of Alma Media's Shareholders. The Nomination Committee's
duties include preparing proposals related to the election and remuneration of
the members of the Board of Directors to the Annual General Meeting.
For the purposes of the 2026 Annual General Meeting, the Nomination Committee
was appointed in November 2025. Based on the ownership situation as of 30
September 2025, it consisted of representatives of the four largest
shareholders: Timo Aukia, Chair of the Board of Ilkka Plc; Heikki Herlin, Chair
of the Board of Mariatorp Oy; Henrik Ehrnrooth, Chair of the Board of Otava Ltd;
and Rami Vehmas, Head of Equities, Ilmarinen Mutual Pension Insurance Company.
In addition, Catharina Stackelberg-Hammarén, Chair of the Board of Alma Media
Corporation, has served as an expert member of the Nomination Committee. The
Committee elected Henrik Ehrnrooth as its Chair and Mikko Korttila, General
Counsel, as its Secretary.
Proposals of the Nomination Committee
The Nomination Committee has submitted its proposals to the company's Board of
Directors for the 2026 Annual General Meeting.
Proposal Concerning the Number and Composition of the Board of Directors:
The Nomination Committee proposes to the Annual General Meeting of Alma Media
Corporation, to be held on 9 April 2026, that the number of Board members be
confirmed as seven (7).
The Committee proposes that the current Board members be re-elected for a term
ending at the conclusion of the next Annual General Meeting: Marika Auramo; Eero
Broman; Heikki Herlin; Ari Kaperi; Hanna Kivelä; Alexander Lindholm; and
Catharina Stackelberg-Hammarén.
The Committee further proposes that Catharina Stackelberg-Hammarén continue as
Chair of the Board and Eero Broman as Vice Chair.
The current members' personal details and positions of trust are presented on
the company's website:
https://www.almamedia.fi/en/investors/governance/board-of-directors/
All proposed Board members have given their consent to the election.
All proposed members are assessed to be independent of the company. In addition,
all proposed members, with the exception of Eero Broman, Heikki Herlin and
Alexander Lindholm, are assessed to be independent of the company's significant
shareholders.
Shareholders representing more than half of the company's shares and voting
rights have announced their support for the Nomination Committee's proposal.
Proposal Concerning the Remuneration of the Board of Directors
The Nomination Committee proposes that the annual remuneration of the Board
remain unchanged, and that the following annual fees be paid for the term ending
at the 2027 Annual General Meeting: Chair of the Board: EUR 75,700; Vice Chair:
EUR 48,400; and Other members: EUR 39,400.
In addition, meeting fees would be paid as follows for each Board and committee
meeting attended: 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 committee Vice Chairs; and EUR 500 to committee members.
Travel expenses of Board members would be reimbursed according to the company's
travel policy.
The above meeting fees would be paid: double to (i) persons residing outside
Finland but within Europe, or (ii) meetings held outside Finland but within
Europe; and triple to (i) persons residing outside Europe, or (ii) meetings held
outside Europe.
Based on the Annual General Meeting's decision, each Board member shall acquire
Alma Media Corporation shares on the regulated market of Nasdaq Helsinki at
market price, using approximately 40% of their annual Board fee after
withholding tax. The shares must be acquired within two weeks of the publication
of the January-March 2026 interim report, or, if this is not possible due to
insider rules, at the earliest possible time thereafter.
If the shares cannot be acquired by the end of 2026 (e.g., due to pending
insider projects), the annual fee will be paid in cash. Shares thus acquired may
not be transferred before the Board membership ends. The company will cover any
transfer tax arising from the acquisition.
Further information:
Henrik Ehrnrooth, Chair of the Nomination Committee
For interview requests addressed to Henrik Ehrnrooth, please contact Päivi
Hautala, Otava Ltd, tel. +358 400 922 479.
Alma Media Corporation
Communications
Distribution: Nasdaq Helsinki, main media, www.almamedia.fi
Alma Media in brief
Alma Media is an international company of digital media, marketplaces and
services with a strong capacity for renewal. We inspire human curiosity and
choice by creating services that combine technology and content with a local
heart. In Finland, our best-known brands include Kauppalehti, Talouselämä,
Iltalehti, Jobly, Etuovi.com, Nettiauto and Nettimoto. Our recruitment services
include prace.cz and jobs.cz in Czechia, Profesia.sk in Slovakia and
mojposao.net in Croatia.
In Finland, our business operations include leading housing and automotive
marketplaces, financial and professional media, national consumer media and
content and data services for businesses and professionals. Alma Media's
international business in Eastern Central Europe, Sweden and the Baltic
countries consists of recruitment services and an online marketplace for
commercial properties.
Alma Media operates in 10 countries in Europe and employs approximately 1,700
professionals. Alma Media's revenue from continuing operations was EUR 313
million in 2024 of which the share of digital business was 84%. Alma Media's
share is listed on NASDAQ Helsinki. Read more at www.almamedia.fi/en/.