Proposal by the Shareholders' Nomination Committee for the Composition and Remuneration of the Board of Directors of Alma Media Corporation

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