NASDAQ : Proposal by the Nomination Committee of Alma Media’s Shareholders for the composition and remuneration of the Board of Directors of Alma Media Corporation

Proposal by the Nomination Committee of Alma Media's Shareholders for the composition and remuneration of the Board of Directors of Alma Media Corporation

Alma Media Corporation                               Stock exchange release 14
January 2020 at 2:00 p.m

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 Shareholders of Alma Media Corporation, held on 17 March
2015, decided, by proposal of the Board of Directors of Alma Media Corporation,
to set up 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.

The Nomination Committee for the spring 2020 General Meeting of Shareholders was
appointed in November 2019. Based on the ownership situation on 30 September,
the following representatives of the four largest shareholders were appointed as
members of the Nomination Committee: Timo Aukia, Chairman of the Board of
Directors, Ilkka Group; Peter Immonen, Member of the Board, Mariatorp; Henrik
Ehrnrooth, Chairman of the Board of Directors, Otava; and Timo Sallinen, Head of
Listed Securities, Varma Mutual Pension Insurance Company. In addition, the
Chairman of the Board of Directors of Alma Media Corporation, Jorma Ollila, has
acted as an expert member in the Nomination Committee. The Nomination Committee
elected Henrik Ehrnrooth as its Chair, and as Secretary, General Counsel Mikko
Korttila.

Proposals by the Nomination Committee

The Nomination Committee has submitted its proposals to Alma Media's Board of
Directors, to be presented to the Annual General Meeting of 2020.

Number of members of the Board of Directors and proposal for the composition of
the Board

The Nomination Committee proposes to the Annual General Meeting of Alma Media
Corporation, scheduled to be held on 25 March 2020, that the number of the
members of the Board be confirmed as seven (7).

The Nomination Committee of the Shareholders proposes that the current Board
members be re-elected for the new term of office, extending until the end of the
next Annual General Meeting: Peter Immonen, Esa Lager, Alexander Lindholm, Petri
Niemisvirta, Jorma Ollila, Päivi Rekonen and Catharina Stackelberg-Hammarén. The
Nomination Committee further proposes that Jorma Ollila serve as the Chair of
the Board of Directors and Petri Niemisvirta serve as the Vice Chair.

All the proposed Board members are assessed to be independent of the company.
The members of the Board, with the exception of Peter Immonen, Esa Lager,
Alexander Lindholm and Jorma Ollila, are also assessed to be independent of the
company's significant shareholders. The proposed Board members are assessed to
be dependent of the company's significant shareholders based on the following
grounds: Peter Immonen is a member of the Board of Mariatorp Oy, Esa Lager is a
member of the Board of Ilkka-Yhtymä Oyj, Alexander Lindholm is the CEO of Otava
Group and Jorma Ollila has been a member of the Board of Otava Ltd. for more
than ten consecutive years until 2019 (a relationship with a significant
shareholder pursuant to subsection j) of Recommendation 10 of the Corporate
Governance Code).

The personal details of the current members of the Board and information on
their positions of trust can be found at
http://www.almamedia.fi/en/investors/governance/board-of-directors.

All the proposed members of the Board of Directors have given their permission
for their election.

Shareholders representing more than half of Alma Media's shares and voting
rights have indicated that they support the Shareholders' Nomination Committee's
proposal.

Proposal for the remuneration of the Board of Directors

The Shareholders' Nomination Committee proposes that the remuneration of the
Board of Directors be kept unchanged, and that the following annual remuneration
be paid to the members of the Board of Directors to be elected at the Annual
General Meeting for the term of office ending at the close of the Annual General
Meeting 2021: to the Chairman of the Board of Directors, EUR 62,500 per year; to
the Vice Chairman, EUR 40,000 per year, and to members EUR 32,500 per year.

In addition, the Chair of the Board of Directors and the Chair of the Audit
Committee would 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. It is proposed that the travel expenses of Board
members be compensated in accordance with company travel regulations.

It is proposed that the above-mentioned attendance fee for each meeting be

  · 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 2020 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 2020 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 that
may arise from the acquisition of shares.

For more information, please contact:

Henrik Ehrnrooth,
Chair of the Nomination Committee

For interview requests with Henrik Ehrnrooth, please contact Päivi Hautala,
Otava, tel. [phone]

Alma Media Corporation
Communications

Distribution: NASDAQ Helsinki, main media, www.almamedia.com

Alma Media in brief

Alma Media is a media company focusing on the service business and journalistic
content. The company's best-known brands are Kauppalehti, Talouselämä,
Affärsvärlden, Iltalehti, Aamulehti, Etuovi.com and Monster. Alma Media builds
sustainable growth for its customers by utilising the opportunities of
digitalisation, including information services, system and expert services and
advertising solutions. Alma Media's operations have expanded from Finland to the
Nordic countries, the Baltics and Central Europe. Alma Media employs
approximately 1,900 professionals (excluding delivery employees), of which
approximately 30% work outside Finland. Alma Media's revenue in 2018 was EUR
354.6 million. Alma Media's share is listed on NASDAQ Helsinki. Read more at
www.almamedia.com.