Corporate Governance Statement 2020 Corporate Governance Statement 2020 2

CORPORATE GOVERNANCE STATEMENT 2020 CORPORATE GOVERNANCE STATEMENT 2020 2

03 04 05 Corporate Governance Statement Alma Media Group Board of Directors of of Alma Media Corporation Alma Media Corporation Contents 11 12 16 The Shareholders’ President & CEO and Group Executive Insider Management Nomination Committee Team of Alma Media Corporation 18 20 Internal control and Auditing risk management systems in financial reporting CORPORATE GOVERNANCE STATEMENT 2020 3

Corporate Governance Statement

n 2020, Alma Media Corporati- on applied the Finnish Corpo- rate Governance Code 2020 for listed companies, which entered into force on 1 January 2020, in its unaltered Iform. A Corporate Governance State- ment, required by the Corporate Gover- nance Code, is presented as a separate report in connection with the Financial Statements. In addition, it is publicly available on Alma Media’s website: www.almamedia.fi/en/investors/ governance/corporate-governance

The Audit Committee of Alma Media Corporation’s Board of Directors has reviewed the Corporate Governance Statement. The statement will not be updated during the financial period, but up-to-date information on its sections is available on Alma Media’s website: www.almamedia.fi/en/investors/governance/corporate-governance

The Finnish Corporate Governance Code is downloadable from the website of the Securities Market Association: www.cgfinland.fi/en CORPORATE GOVERNANCE STATEMENT 2020 4

Alma Media Group

esponsibility for Alma Me- Alma Media Group has three reporting dia Group’s management segments. The Alma Markets segment and operations belongs to consists of the recruitment business as the constitutional bodies well as digital automotive and housing required by the Limited marketplaces and complementary ser- Liability Companies Act: vices. The Alma Talent segment publis- Rthe General Meeting of shareholders, hes subscription-based digital content which elects the members of the Bo- media and provides digital data, content ard of Directors; and the President and and marketplace services for professio- CEO, who is appointed by the Board of nals and companies in various industries Directors. to support competence development and business growth. The Alma Consu- Alma Media Corporation’s supreme deci- mer segment includes the various digital sion-making body is the General Mee- and print news and lifestyle content of ting of Shareholders, where shareholders the national media Iltalehti. exercise their decision-making power. The Board of Directors is responsible In addition, Alma Media’s shared sales for the company’s governance and its function (Alma Media Solutions) is a appropriate organisation. In its capacity sales and development organisation that as the Group’s parent company, Alma serves the business segments’ adverti- Media Corporation is responsible for the ser customers. Group’s management, legal affairs, M&A, strategic planning, financial administration, human resources and facilities management, financing, ICT, internal and external communications as well as the Alma brand. CORPORATE GOVERNANCE STATEMENT 2020 5

Board of Directors of Alma Media Corporation Jorma Ollila

Born: 1950 he Shareholders’ Nomination business and operations, the management M.Sc. (Soc.), M.Sc. (Econ.), Committee of Alma Media of a listed company, financial statements M.Sc. (Eng) Corporation prepares a pro- and financial reporting, internal control and Finnish citizen posal for the General Meeting risk management, strategy, acquisitions and regarding the composition corporate governance. and remuneration of the TBoard of Directors. The Board of Directors The members of the Board of Directors shall Chair of the Board of Directors shall comprise no fewer than three (3) and represent diverse expertise and qualifications Member of the Board since 2019, member of no more than nine (9) members elected by and the diversity of the members’ age and the Nomination and Compensation Committee the Annual General Meeting. The term of gender distribution, academic and professio- Essential work experience office of a member of the Board shall be one nal backgrounds and experience of interna- • Nokia Corporation: Chair of the Board, CEO, Chair of the (1) year, ending at the close of the Annual tional business shall support the company’s Group Executive Board of 1999–2006 General Meeting following their election. The business and its development. Members • Nokia Corporation: President and CEO and Chair of the Group President and CEO of the company may not of the Board of Directors shall possess the Executive Board of 1992–1999 act as the Chair of the Board. There is no spe- necessary qualifications and the opportunity • Nokia Mobile Phones: President of 1990–1992 cific order of appointment of members of the to dedicate sufficient time to their duties as • Nokia Corporation: CFO of 1986–1989 Board. The Annual General Meeting decides members of the Board. The number of mem- Principal positions of trust on the remuneration and travel allowances of bers and composition of the Board of Direc- • Tetra Laval Group: member of the Board 2013– the members of the Board of Directors. tors shall enable the effective fulfilment of the • TBG AG: member of the Board 2016– Board’s responsibilities. Both genders shall be • Perella Weinberg Partners: advisory partner 2014– The Board Diversity Policy sets out the prin- represented on the Board of Directors. • Miltton Group Oy: Chair of the Board 2015– ciples concerning the diversity of the Board • Xinova LLC: Chairman of the Board 2016– • The Finnish Innovation Fund Sitra: of Directors. The principles are available in Composition of the Board and member of the Board 2020– their entirety on the Alma Media website at shareholdings of members www.almamedia.fi/en/investors/governance/ The Annual General Meeting 2020 elected Independent of the company, but not independent of its significant shareholder board-of-directors. the following members to the Board of Direc- tors: Jorma Ollila, Peter Immonen, Esa Lager, Shareholding on 31 December 2020 18,106 Alma Media Corporation shares Pursuant to the Board Diversity Policy, the Alexander Lindholm, Petri Niemisvirta, Päivi Board of Directors and its members, as a Rekonen, Catharina Stackelberg-Hammarén. group, shall have sufficient complemen- The Chair of the Board of Directors is Jorma tary expertise and experience on matters Ollila and the Deputy Chair is Petri related particularly to the company’s line of Niemisvirta. CORPORATE GOVERNANCE STATEMENT 2020 6

Petri Niemisvirta Peter Immonen Esa Lager

Born: 1970 Born: 1959 Born: 1959 LL.M. M.Sc. (Econ.) LL.M., M.Sc. (Econ.) Finnish citizen Finnish citizen Finnish citizen

Mandatum Life Insurance Company Limited: Managing Director WIP Asset Management Oy, Chair of the Board 2005– Member of the Board since 2014, and member of the Group Executive Committee of Sampo plc Member of the Board 2018–, Chair of the Nomination and Chair of the Audit Committee Deputy Chair 2019–, Chair 2018, Deputy Chair 2011–2018, Compensation Committee member of the Board 2011–, member of the Audit Committee Essential work experience Essential work experience • Outokumpu Group: Deputy CEO 2011–2013 Essential work experience • WIP Asset Management Oy: Chair of the Board 1995–2001 • Outokumpu Group: Chief Financial Officer (CFO) 2005–2013 • Evli Life Ltd: Managing Director 2000–2001 and 2005–, Managing Director 2002–2005 • Outokumpu Group: Director, Financing and Administration • Sampo Life Insurance Company Limited: Product Manager 2001–2004, Director, Financing 1995–2000, Vice President (unit-linked insurance) 1999–2000 Principal positions of trust • Mariatorp Oy: member of the Board 2015– 1991–1994 • Kaleva Mutual Insurance Company/Sampo Life Insurance • Wipunen varainhallinta Oy: member of the Board 2005– • Kansallis-Osake-Pankki: various expert and managerial Company Limited: Life Insurance Sales Manager 1995–1999 positions (Head Office foreign operations and • Cargotec Corporation: member of the Board 2005– the London branch) 1984–1990 Principal positions of trust • Dasos Capital Oy: member of the Board 2010– • Mandatum Life: member of the Board 2019– • Finsilva Oyj: member of the Board 2015– Principal positions of trust • World Wide Fund for Nature, Finland: • Stockmann Oyj: member of the Board 2017– member of the Council 2018– • Stiftelsen Svenska Handelshögskolan: member of the Board 2019– • SATO Oyj: member of the Board 2016–, Chair of the Board • Topdanmark A/S: Member of the Board 2017– 2015–2016, Deputy Chair of the Board 2014–2015 • Kaleva Mutual Insurance Company: Independent of the company, but not independent • Ilkka-Yhtymä Oyj: member of the Board 2011–, Member of the Board 2013–, Chair of the Board 2014– of its significant shareholder Deputy Chair of the Board 2014– • Varma Mutual Pension Insurance Company: • Terrafame Oy: member of the Board 2015– member of the Board 2014– Shareholding on 31 December 2020 3,088 Alma Media Corporation shares • GRK Infra Oy: member of the Board 2020– • BenCo Insurance Holding B.V.: member of the Board 2009–2020 Independent of the company, but not independent • Finance Finland (FFI): member of the Board 2019–, Chair of its significant shareholder of the Life Insurance Executive Committee 2019–, member 2017–2018, Chair 2015–2016, member 2011–2014, Chair Shareholding on 31 December 2020 2007–2010 16,913 Alma Media Corporation shares • Confederation of Finnish Industries EK, Finance and Tax Commission: member 2017–, Chair 2015–2016

Independent of the company and its significant shareholders

Shareholding on 31 December 2020 23,937 Alma Media Corporation shares CORPORATE GOVERNANCE STATEMENT 2020 7

Alexander Lindholm Päivi Rekonen Catharina Stackelberg-Hammarén Born: 1969 Born: 1969 BBA M.Sc. (Econ.), M.Sc. (Soc.Sci.) Born: 1970 Finnish citizen Finnish citizen M.Sc. (Econ.) Finnish citizen

Otava Group, CEO 2010– Independent strategy advisor 2018– Founder and Executive Chairman, Marketing Clinic Oy Member of the Board 2018–, member of the Audit Committee Member of the Board 2018–, member of the Audit Committee Member of the Board 2009–, Member of the Nomination and Compensation Committee Essential work experience Essential work experience • Yhtyneet Kuvalehdet /Otavamedia: CEO 2008–2012 • UBS: Managing Director, Group Technology 2014–2018 Essential work experience • Yhtyneet Kuvalehdet: Publishing Director 2005–2007 • Adecco Group: Senior Vice President, • Marketing Clinic Oy: Executive Chairman 2019– • Yhtyneet Kuvalehdet: Sales Director 2001–2004 Global Head of Digital Strategy 2011–2012 • Marketing Clinic Oy: CEO 2004–2019 • Credit Suisse: Head of IT 2007–2009 • Coca-Cola Finland: Managing Director 2003–2004 Principal positions of trust • Cisco Systems: various leadership roles 1998–2007 and 2000–2002 • Otava Ltd: member of the Board 2008– • Nokia Corporation: various leadership roles 1990–1998 • Coca-Cola AB: Managing Director 2002–2003 • Yhtyneet Kuvalehdet Oy/Otavamedia Ltd: • Coca-Cola Nordic & Baltic Division: member of the Board/Chair 2008– Principal positions of trust Marketing Director (Copenhagen) 2000 • Otava Publishing Company Ltd: Chair of the Board 2010– • F-Secure Corporation: member of the Board 2017– • Coca-Cola Finland: Consumer Marketing • Suomalainen Kirjakauppa Ltd: Chair of the Board 2011– • Efecte Plc: member of the Board 2018– Manager 1996–2000 • Nettix Oy: Chair of the Board 2016– • Konecranes Corporation: member of the Board 2018– • Sentra plc: Marketing Manager 1994–1996 • Kirjavälitys Oy: Chair of the Board 2013– • UNOPS: member of Strategy Advisory Board 2018– Principal positions of trust • SEBA Bank: Chair of the Board 2020– Independent of the company, but not independent • Marimekko Oyj: member of the Board 2014– of its significant shareholder Independent of the company and its significant shareholders • Marketing Clinic Oy: member of the Board 2004– • Scan Securities AB: member of the Board 1996– Shareholding on 31 December 2020 Shareholding on 31 December 2020 • Royal Unibrew A/S: member of the Board 2019– 3,088 Alma Media Corporation shares 3,088 Alma Media Corporation shares Independent of the company and its significant shareholders

Shareholding on 31 December 2020 24,779 Alma Media Corporation shares CORPORATE GOVERNANCE STATEMENT 2020 8

It is the duty of the members of the Bo- Limited Liability Companies Act and the • deciding on the Alma Media Cor- of newspapers and magazines with ard of Directors to provide the Board of Articles of Association. The detailed wor- poration’s capital financing pro- significant revenue and circulation Directors with sufficient information for king of the Board of Directors is set out in grammes and operations according • holding a meeting with the compa- the assessment of their competence and the Board's Charter. Principal tasks of the to a separate treasury policy ny’s auditors at least once a year independence. The Board of Directors Board of Directors include confirming the • approving the dividend policy and • deciding on matters that are ex- has assessed that, with the exception of Group’s strategy and objectives as well submitting a dividend proposal to ceptional and have wide-ranging Jorma Ollila, Peter Immonen, Esa Lager as deciding on significant investments the Annual General Meeting consequences and Alexander Lindholm, the members of and acquisitions. The Board of Direc- • annually reviewing the main risks • makes decisions on such activities the Board are independent of the com- tors monitors the Group’s performance associated with the company’s oper- within the related parties and their pany and its significant shareholders. through monthly reports and other infor- ations and the management of these transactions that are not part of The members mentioned hereinabove mation provided by the Group's mana- risks; if necessary, giving the Presi- the company’s regular activities or are assessed to be independent of the gement. The company ensures that all dent and CEO instructions on how which diverge from normal commer- company but not independent of its members of the Board of Directors recei- to deal with them, and, if required, cial conditions significant shareholders. Peter Immonen ve adequate information on Alma Media’s initiating corrective action • considering other matters that the is a member of the Board of Mariatorp Oy, operations, operating environment and • approving the principles for the ad- Chair of the Board and President and Esa Lager is a member of the Board of financial position. New members of the vance approval of non-audit services CEO have agreed to be included in Ilkka-Yhtymä Oyj, Alexander Lindholm is Board of Directors are familiarised with provided by the auditor the agenda for the Board’s meeting. the CEO of Otava Group and Jorma Ollila Alma Media’s operations. • appointing and, if required, dismiss- Other Board members are also enti- has been a member of the Board of Otava ing the President and CEO tled to put a matter before the Board Ltd. for ten consecutive years in 2019 (a The duties of the Board of Directors • deciding on the Nomination and Com- by notifying the Chair of such a matter. relationship with a significant sharehol- include: pensation Committee’s proposal for • representing the company and der pursuant to Recommendation 10, • confirming the Group’s strategy and the terms of employment of the Presi- authorising individuals to represent item objectives, monitoring their imple- dent and CEO and the other members the company, as well as deciding on j of the Corporate Governance Code). mentation, and, if required, initiating of the Group Executive Team procurations corrective action • confirming the company’s organisa- • approving the principles underlying Tasks and responsibilities of • considering and approving the inter- tion based on the CEO’s proposal the donation of sums to good causes. the Board of Directors im reports and financial statements • confirming the terms of employment The Board of Directors is responsible • approving strategically significant of the CEO’s direct subordinates The Board’s Charter is available in full for the company’s governance and the corporate and real estate acqui- based on the CEO’s proposal on the Alma Media website: www.alma- due organisation of its operations. The sitions and disposals as well as • based on the President and CEO’s media.fi/en/investors/governance/bo- tasks and responsibilities of the Board of investments according to separate proposal, confirm the appointment ard-of-directors Directors are determined by the Finnish investment instructions and dismissal of the editors-in-chief CORPORATE GOVERNANCE STATEMENT 2020 9

The Board convenes approximately 12 interim reports. Part of the meetings are Assessment of the Board’s Board of Directors elects a minimum of times a year according to a previously focused on strategy, and at these mee- performance three members to the Audit Committee confirmed timetable and, in addition, tings the Board discusses the Group’s fu- In 2020, the Board of Directors evaluated from among the Board members, who whenever necessary. Most meetings are ture scenarios and confirms the strategy its performance and working methods then elect a Chair for the Committee. connected with the publication of the for each strategy period. In 2020, the Bo- through self-assessment. The Audit Committee meets at least four company’s financial statements and ard met 18 times. The attendance of each times a year. member is shown in the table below. Permanent Committees The Board of Directors has established As of 29 April 2020, the members of two permanent committees: the Audit the Audit Committee were Esa Lager, Name Role Attendance at Committee and the Nomination and Alexander Lindholm, Petri Niemisvirta Board meetings Compensation Committee. At its consti- and Päivi Rekonen. Esa Lager was the Jorma Ollila Chair 16/16 tutive meeting after the Annual General Chair of the Audit Committee. The Audit

Petri Niemisvirta Deputy Chair 18/18 Meeting, the Board of Directors elects Committee’s meetings are attended by the members of these committees from the company’s Auditor, the Group’s Chief Peter Immonen Member 18/18 among the Board members. The Board of Financial Officer and General Counsel. Esa Lager Member 18/18 Directors confirms a written Charter for Matters to the Committee are presented the committees. The committees report by the CFO. Alexander Lindholm Member 16/16 to the Board of Directors. Päivi Rekonen Member 18/18 The Board of Directors has appointed Catharina Stackelberg-Hammarén Member 18/18 Audit Committee the Audit Committee to monitor the The members of the Audit Committee company’s internal control systems. The shall have the expertise and experience work of the Audit Committee includes required for the duties of the Committee, tasks such as evaluating compliance and at least one member shall have spe- with legislation and regulations; evalua- cial expertise in accounting or auditing. ting and monitoring the financial repor- As a whole, the Audit Committee must ting process and financial statements possess sufficient expertise and expe- reporting, including compliance with rience in the tasks of the Audit Commit- financial statements standards; monito- tee as well as the company’s operating ring the auditing process; approving, in environment. At its constitutive meeting accordance with the principles confir- after the Annual General Meeting, the med by the company’s Board of Dire- CORPORATE GOVERNANCE STATEMENT 2020 10

ctors, or giving advance authorisation through the Group’s ethical reporting Nomination and Compensation appointments, compensation, incentive to the Chair of the Audit Committee to – the Whistleblowing channel. The Audit Committee systems, the self-evaluation of the Board approve, all permitted non-audit services Committee also monitors and evaluates At its constitutive meeting after the and the development of good governan- provided by the auditor, including their the independence of the auditor and, Annual General Meeting, the Board of ce. In the Nomination and Compensati- scope and the estimated fees payable in particular, the auditor’s provision of Directors elects the members to the on Committee, the matters concerning for them; and monitoring significant non-audit services. Nomination and Compensation Commit- compensation are presented by the financial, financing and tax risks; and tee from among the Board members. The President and CEO. monitoring the company’s fiscal posi- The Charter of the Audit Committee Nomination and Compensation Commit- tion. The Audit Committee is required to is available in full on the Alma Media tee comprises at least three members, The Charter of the Nomination and process the company's central approval website: www.almamedia.fi/en/investors/ who elect a Chair for the Committee. On Compensation Committee is available and operational instructions for in- governance/board-of-directors 24 September 2020, Jorma Ollila and in full on the Alma Media website: www. vestments and funding, for example. In Catharina Stackelberg-Hammarén were almamedia.fi/en/investors/governance/ addition, the Audit Committee monitors The Audit Committee convened five elected as members of the Nomination board-of-directors processes and risks related to IT securi- times in 2020. The attendance of each and Compensation Committee, with ty and processes any messages received member is shown in the table below. Peter Immonen elected as Chair. The Nomination and Compensation Committee convened three times in The principal task of the Nomination and 2020 to consider matters according to its Name Role Attendance at the Compensation Committee is to pre- Charter. The attendance of each member Committee meetings pare matters for the Board concerning is shown in the table below. Esa Lager Chair 5/5

Alexander Lindholm Member 5/5 Name Role Attendance at the Petri Niemisvirta Member 5/5 Committee meetings

Päivi Rekonen Member 5/5 Peter Immonen Chair 3/3 Jorma Ollila Member 3/3

Catharina Stackelberg-Hammarén Member 3/3 CORPORATE GOVERNANCE STATEMENT 2020 11

The Shareholders’ Nomination Committee

he Nomination Commit- Name Role tee’s duties include pre- paring proposals related Henrik Ehrnrooth Chair Born: 1954, B.Sc. (Forest Econ.), M.Sc. (Econ.) to the election and remuneration of the members Chair of the Board of Directors, Otava Oy of the Board of Directors Member of the Board, ÅF Pöyry AB Tto the Annual General Meeting. Shareholding on 31 December 2020: 0 Alma Media Corporation shares Timo Aukia Member The Shareholders’ Nomination Commit- Born: 1973, M.Sc. (Econ.) tee consists of four members appointed by Alma Media’s four largest sharehol- Managing Director, Timo Aukia Oy & Jaakko Aukia Oy ders, and the members elect a Chair Shareholding on 31 December 2020: 5,246 Alma Media Corporation shares from among their number. Peter Immonen Member Born: 1959, M.Sc. (Econ.) More information on the members of the Shareholders’ Nomination Committee Chair of the Board of Directors, WIP Asset Management, member of the Board of Directors of Mariatorp Oy of Alma Media Corporation in 2020 is presented in the table: Shareholding on 31 December 2020: 3,088 Alma Media Corporation shares

Timo Sallinen Member On 5 November 2020, the Shareholders’ Born: 1970, M.Sc. (Econ.) Nomination Committee issued a pro- Head of Listed Securities, Varma Mutual Pension Insurance Company posal to the Annual General Meeting to be held on 24 March 2021. Shareholding on 31 December 2020: 0 Alma Media Corporation shares

Jorma Ollila Expert member Born: 1950, Master of Science degree in Political Science (University of Hel- sinki), M.Sc. Economics (London School of Economics), M.Sc. in Engineering (Helsinki University of Technology)

Chair of the Board of Directors, member of the Board since 2019, member of the Nomination and Compensation Committee

Shareholding on 31 December 2020: 18,106 Alma Media Corporation shares CORPORATE GOVERNANCE STATEMENT 2020 12

President & CEO and Group Executive Team of Kai Telanne

Alma Media Corporation Born: 1964 M.Sc. (Econ.)

he President and CEO of The President and CEO, Mr Kai Telanne, Alma Media Corporati- is supported by a Group Executive Team, on is Kai Telanne, M.Sc. in 2020 comprising Kari Kivelä (Senior (Econ.), born 1964. Vice President, Alma Consumer), Vesa-Pekka Kirsi (Senior Vice President, President and CEO, The President and CEO Alma Markets), Juha-Petri Loimovuori Chair of the Group Executive Team is responsible for the day-to-day mana- (Managing Director, Alma Talent), Tiina T In the current position 2005– gement of the company in accordance Järvilehto (Senior Vice President, Alma Member of the Group Executive Team 2005– with the guidelines and instructions of Media Solutions), Santtu Elsinen (CDO), Essential work experience the Board of Directors. The President and Virpi Juvonen (Senior Vice President, • Kustannus Oy Aamulehti: Managing Director, 2001–2005 CEO is responsible for the company’s Human Resources), Mikko Korttila (Gene- • Kustannus Oy Aamulehti: Deputy Managing Director, accounts conforming to legislation and ral Counsel), Elina Kukkonen (Senior 2000–2001 its assets being reliably managed. The Vice President, Communications and • Kustannus Oy Aamulehti: Marketing Director, 1999–2000 • Suomen Paikallissanomat Oy: Marketing Director, 1996–1999 President and CEO must supply all the Brand) and Juha Nuutinen (CFO). The • Kustannus Oy Aamulehti: Marketing Manager, 1993–1996 information necessary for the appropri- members of the executive team take • Kustannus Oy Aamulehti: Sales Manager, 1991–1993 ate working of the Board of Directors to turns acting as secretary to the Group • Kustannus Oy Aamulehti: Research Manager, 1990–1991 the Board or any of its members. Executive Team. • Nokian Paperi Oy: Product Manager, 1989–1990

Principal positions of trust The President and CEO may underta- The Group Executive Team prepares the • Varma Mutual Pension Insurance Company: ke matters that are exceptional or have monthly reports, investments, Group Deputy Chair of the Board 2009–2020 wide-ranging consequences with regard guidelines and policies, the strategy • Teleste Corporation: Member of the Board 2008– to the scope and nature of the company’s and other long-term plans, action plans • Altia Corporation: Deputy Chair of the Board 2016–2020 business only through authorisation by covering the following 12 months and the • Tampere Chamber of Commerce & Industry: Member of the Board 2018– the Board of Directors or in circumstances financial statements for confirmation by in which it is not possible to wait for the the Board of Directors. The Group Exe- Shareholding on 31 December 2020 213,651 Alma Media Corporation shares Board’s decision without causing essential cutive Team convened 25 times in 2020. damage to the company’s operation. In the latter case, the Board must be notified of the action taken as soon as possible. CORPORATE GOVERNANCE STATEMENT 2020 13

Santtu Elsinen Virpi Juvonen Tiina Järvilehto

Born: 1972 Born: 1963 Born: 1970 B.Sc.-level studies in M.Sc. (Soc.) M.Sc. (Econ.) Economics

Chief Digital Officer (CDO) Senior Vice President, Human Resources Senior Vice President, Alma Media Solutions

In the current position 2016– In the current position 2013– In the current position 2015– Member of the Group Executive Team 2016– Member of the Group Executive Team 2012– Member of the Group Executive Team 2017–

Essential work experience Essential work experience Essential work experience • Talentum Oyj: Business Development Director, • Alma Media Corporation: Acting Senior Vice President, • Alma Media Corporation: Senior Vice President, member of extended Group Management Team 2012–2016 Human Resources, December 2012–April 2013 Alma Media Solutions 2015– • Trainers’ House Oyj: Vice President, Business Development, • Alma Media Corporation: Director, Human Resources, • Kauppalehti Ltd: Director, Sales and Marketing 2013–2015 member of the Management Team 2011–2012 Marketplaces unit, 2011–2012 • Iltalehti Oy: Director, Sales and Marketing 2008–2013 • Satama Interactive Oyj: Director, Business Development, • Kustannusosakeyhtiö Iltalehti: Human Resources Manager, • Iltalehti Oy: Director, Customer Relations 2006–2008 2005–2010 2007–2011 • Iltalehti Oy: Sales Manager 2004–2006 • Quartal Oy: Chair of the Board of Directors 2000–, • Elisa Corporation: Human Resources Manager, 2004–2007 CEO 2011–, Business Development Director 1998–2005, • Oy Radiolinja Ab: Human Resources Manager, 2002–2004 Principal positions of trust Creative Director 1997–1998 • Finnish Periodical Publishers’ Association (FPPA): • Kauppamainos Bozell Oy: Director, Digital media, 1997 Principal positions of trust Member of the Board 2018– • Specialist positions at advertisement agencies and the • Finla Työterveys Oy: Member of the Board 2017– media, 1994–1996 • Finnmedia: Member of the committee for Shareholding on 31 December 2020 labour market issues 2018– 28,508 Alma Media Corporation shares Principal positions of trust • Media Industry Research Foundation of Finland: Shareholding on 31 December 2020 Member of the Board 2016– 27,054 Alma Media Corporation shares • Digia Oyj: Member of the Board 2018– • Finnmedia, Chair of the Technology team 2019–

Shareholding on 31 December 2020 28,062 Alma Media Corporation shares and 10,100 shares via Winterfell Capital Oy CORPORATE GOVERNANCE STATEMENT 2020 14

Vesa-Pekka Kirsi Kari Kivelä Mikko Korttila

Born: 1969 Born: 1959 Born: 1962 BA M.Sc. (Soc.), MBA Master of Laws, Master of Laws trained on the bench, eMBA

Senior Vice President, Alma Markets Senior Vice President, Alma Consumer General Counsel, Legal Affairs, M&A and Corporate Development In the current position 2019– In the current position 2018– Member of the Group Executive Team 2019– Member of the Group Executive Team 2005– Secretary to the Board of Directors of Alma Media In the current position 2007– Essential work experience Essential work experience Member of the Group Executive Team 2008– • Fonecta Ltd: Business Unit Director, B2B business unit, • Startel Oy: Managing Director, 2002–2004 and member of the executive management team 2016–2019, • Saunalahti Group Corporation: Deputy Managing Director, Essential work experience Fonecta Markets, Vice President and member of 2000–2002 • Raisio plc: Executive Vice President and General Counsel, the executive management team 2011–2016 • Uutislehti 100 Oy, City-lehti: Managing Director, 1997–2000 member of the Executive Committee, 2003–2007 • Openbit Oy/Tanla Solutions Ltd: Vice President, • Raisio plc: Executive Vice President, HR and Legal; General Sales 2008–2011 • City-lehti: Editor-in-Chief, 1986–1997 Counsel, member of the Executive Committee, 2001–2003 • Nokia Corporation: Head of Nokia Games Publishing Principal positions of trust • Raisio plc: Legal Counsel, Chemicals and Benecol divisions, 2004–2007, Senior Manager Games Application Forum • Lännen Media Oy, Member of the Board 2018–2020 1997–2001 Nokia 2002–2004 • Attorney-at-Law, 1990–1997 • Riot Entertainment Ltd: Head of Product Development and Shareholding on 31 December 2020 Publishing Director 2000–2002 53,974 Alma Media Corporation shares Principal positions of trust • Hewlett-Packard Oy: Program Manager 1998–2000 • Advisory Board of Finnish Listed Companies: Chair, • Dava Ltd: Product Marketing Manager 1996–1998 Member 2008– • International Chamber of Commerce, Finnish Committee: Principal positions of trust Member of certain working groups 2006– - • Finnish Media Federation (Finnmedia): Member of the Media Policy Group 2007– Shareholding on 31 December 2020 0 Alma Media Corporation shares • Securities Market Association, Member of the Takeover Board 2020–

Shareholding on 31 December 2020 41,160 Alma Media Corporation shares CORPORATE GOVERNANCE STATEMENT 2020 15

Elina Kukkonen Juha-Petri Loimovuori Juha Nuutinen

Born: 1970 Born: 1964 Born: 1972 Doctor of Business M.Sc. (Econ.) M.Sc. (Econ.) Administration DBA (KTT)

Senior Vice President, Managing Director, Alma Talent Oy Chief Financial Officer Communications and Brand In the current position 2016– In the current position 2012– Member of the Group Executive Team 2006– Member of the Group Executive Team 2012– In the current position 2017– Member of the Group Executive Team 2017– Essential work experience Essential work experience • Alma Media Corporation: Director, Kauppalehti Group, • University Properties of Finland Ltd: CFO, Essential work experience 2006–2015 member of the Executive Team 2009–2012 • Alma Media Corporation: Marketing Director, Alma Media Solutions, 2015– • Alma Media: Director, Media Marketing 2004–2006 • Alma Media Corporation: Group Financial Manager 2005–2009 • Kauppalehti Oy: Marketing Manager, 2006–2015 • Kustannus Oy Aamulehti: Director, Media Sales 2002–2006 • IF P&C Insurance Company: Financial Manager 2003–2005 • Gant/Profashion Oy: Product Manager, 2006 Principal positions of trust • KPMG Oy: Auditor, APA (as of December 2000) 1996–2003 • C More Entertainment / Canal+, Sweden: • Finnish Media Federation (Finnmedia): member of the Board, Marketing Manager, 2006 Chair of the committee for labour market issues 2017– Principal positions of trust • Kustannus Oy Aamulehti: Marketing Manager, 2003–2006 - Shareholding on 31 December 2020 • Kustannus Oy Aamulehti: Specialist positions, 1999–2003 63,566 Alma Media Corporation shares Shareholding on 31 December 2020 Principal positions of trust 37,862 Alma Media Corporation shares • Media Industry Research Foundation of Finland: Member of the executive committee 2019–

Shareholding on 31 December 2020 7,153 Alma Media Corporation shares CORPORATE GOVERNANCE STATEMENT 2020 16

Insider Management

lma Media Corporati- of the Board and any deputy members, day following the publication date (“ex- Information concerning the sharehol- on’s Board of Directors the CEO and any deputies to the CEO, tended closed window”). The extended dings of the company’s management is approved current Alma and the members of the Group Executi- closed window also applies to persons updated every day on the Alma Media Media Group’s Guide- ve Team. Managers under obligation to who, in the course of performing their website: www.almamedia.fi/en/investors/ lines for Insiders on notify shall not trade in the company’s duties, obtain information on Alma Media share-and-shareholders/insider-share- 14 December 2020. The financial instruments before the publi- Group’s sales figures or the sales figures holdings AGuidelines for Insiders are based on the cation of the company’s interim reports of a business unit that has material sig- Market Abuse Regulation, Level 2 Com- and financial statement release within a nificance to the result of the Alma Media The Company’s General Counsel is mission Regulations and the rules and time frame beginning 30 days before the Group as a whole. responsible for the insider management guidelines issued by the European Secu- publication of the interim reports and of the Alma Media Group. rities and Markets Authority (ESMA), and the financial statement release and en- In conjunction with the entry into force of they supplement the valid provisions of ding on the day following the publication the Market Abuse Regulation, the compa- NASDAQ Helsinki Ltd’s Guidelines for In- date (“closed window”). Project-specific ny introduced a whistleblowing channel siders, Chapter 51 of the Finnish Criminal insiders shall not trade in Alma Media “Almawhistleblow”, which is an indepen- Code, the Finnish Securities Markets Act Corporation’s financial instruments until dent channel for the company’s emplo- and the regulations and guidelines is- the project in question has ended. yees to report suspected non-complian- sued by the Finnish Financial Superviso- ce with regulations such as the Market ry Authority regarding the management Alma Media Corporation has further Abuse Regulation and other regulations and handling of insider information. decided that the persons involved in the governing the financial markets. preparation and drafting of Alma Media Insiders are divided into two categories Corporation’s interim reports and finan- Alma Media Corporation shall disclose at Alma Media Corporation: managers cial statement releases must not trade transactions by managers under obli- under obligation to notify and proje- with financial instruments issued by the gation to notify and their closely asso- ct-specific insiders. Company before the publication of the ciated persons involving the company’s company’s interim reports and financial financial instruments by issuing a stock At Alma Media Corporation, the following statement releases within a time frame exchange release in accordance with the shall be considered managers under beginning 30 days before the publicati- Market Abuse Regulation. obligation to notify: The Chair of the Bo- on of the interim reports and the finan- ard and the Deputy Chair, the members cial statement release and ending on the CORPORATE GOVERNANCE STATEMENT 2020 17

Related party transactions or are not carried out on an arm’s length notify the Group in advance of any cont- The Group’s parent company, subsi- basis are subject to a decision by the racts and legal transactions they plan to diaries, associated companies and joint Board of Directors. Related party tran- carry out with Group companies. ventures included in Alma Media’s related sactions and the nature of their terms is parties. Pursuant to IAS 24, the Group’s assessed on a case-by-case basis and in The Group reports any transactions with related parties consist of its Board of relation to the Group’s ordinary course of related parties annually in its Report by Directors, the CEO and the Deputy CEO business and the arm’s length principle the Board of Directors and the notes to of the parent company and the managing as well as the industry’s generally obser- the financial statements in accordance directors of the major subsidiaries as well ved and accepted market practices. with the Limited Liability Companies Act as the other executives of the Group and and the legislative provisions governing the Group’s key shareholders who exer- To organise the identification, reporting the preparation of financial statements. cise control or significant influence over and monitoring of related party transac- The Group publishes related party tran- the decision-making processes relating tions, the Board of Directors has assign- sactions in the manner stipulated by the to the finances and business of the parent ed the Audit Committee to monitor tran- Securities Market Act, the rules of the company or significant subsidiary. The sactions by the Group’s management stock exchange and the Market Abuse close family members of the aforemen- and their related parties and any poten- Regulation. tioned persons are also considered to be tial conflicts of interest involved therein. related parties of the Group. The related The Audit Committee monitors and During the financial year, Alma Media did parties also include Alma Media sharehol- evaluates the degree to which contracts not have material related party transac- ders who own more than 20 per cent of and other legal transactions between tions that deviated from the Group’s nor- the Group’s shares or the total number of the Group and its related parties comply mal business operations or were not made votes carried by the Group’s shares. with the legal requirements for being on market or market equivalent terms. part of the ordinary course of business The Group maintains a record of its re- and being conducted on an arm’s length lated parties in order to identify transa- basis. The CEO reports all related party ctions with related parties. Transactions transactions to the Audit Committee an- with related parties are monitored using nually. The Group has issued guidelines the Group’s reporting system. Related for the members of the Group Executive party transactions that are not part of the Team on the identification of related par- ordinary course of the Group’s business ty transactions and they are obligated to FINACIALCORPORATE REVIEW GOVERNANCE 2020 STATEMENT 2020 LOREM IPSUM LOREM IPSUM LOREM IPSUM LOREM IPSUM LOREM IPSUM 186

Internal control and risk management systems in financial reporting

Internal control Financial reporting and instructions issued by Alma Media is updated as standards change, as well Internal control is an essential part of The Board of Directors and the President Corporation's Board of Directors. In Alma as the financial department guidelines the company’s governance and ma- and CEO carry the overall responsibility Media Group, the control over business that are applied in all Group companies. nagement systems, covering all of the for organising the internal control and unit administration and accounting is Group accounting is responsible for Group’s functions and organisational risk management systems for finan- centralised in the Group’s financial ad- the monitoring and observance of the levels. The purposes of internal control cial reporting. The President and CEO, ministration. The financial administration financial reporting standards as well as include providing sufficient certainty members of the Group Executive Team monitors and gives guidance regarding maintaining financial reporting prin- that the company will be able to exe- and the heads of the business units are internal control measures and prac- ciples and communicating them to the cute its strategy. Internal control is not responsible for ensuring that the tices, based on the Group’s operating business units. a separate process; instead, it is part of accounting and administration of the principles and guidelines. The financial the company’s operations, covering all areas within their spheres of responsibi- administration, working under the Group Risk management Group-wide operational principles, gui- lity comply with legislation, the Group’s CFO, is the centralised source of finan- Risk management is part of Alma Media delines and systems. operating principles and the guidelines cial statement data required by external Corporation’s financial reporting process accounting, as well as the analyses and and one of the company’s significant Alma Media’s Internal Control and Risk Management Organisation result reports to Group and business unit measures of internal control. At Alma Me- management teams for monitoring the dia Group, the task of risk management is ALMA MEDIA BOARD ALMA MEDIA AUDIT profitability of business operations. The to continuously evaluate and monitor all OF DIRECTORS COMMITTEE Group’s internal control practices ensure business opportunities and threats and to the correctness of financial reporting wi- manage risks to ensure the achievement

LOREM IPSUM DOLOR SIT AMET SIT DOLOR IPSUM LOREM thin the Group. Risks related to financial of objectives and business continuity. PRESIDENT AND CEO GROUP EXECUTIVE TEAM reporting are managed with the help of the Group’s accounting manual, finance The Board of Directors carries the primary and investment policy, acquisition guide- responsibility for Alma Media’s risk mana- lines and internal control. gement. The Board of Directors considers CHIEF FINANCIAL OFFICER the most significant identified risks and Alma Media Group follows the Inter- is in charge of defining the Group’s risk national Financial Reporting Standards appetite and risk tolerance. The Audit (IFRS) approved for use within the Committee prepares for the Board of European Union. Guidelines for financial ALMA MARKETS ALMA TALENT ALMA CONSUMER Directors the risk management principles reporting and accounting principles are of the Group and monitors the efficiency collected in an accounting manual that of the risk management systems. The CORPORATE GOVERNANCE STATEMENT 2020 19

Audit Committee also discusses the ma- The most critical strategic risks for Alma operating environment by developing Internal audit nagement reports on significant risks and Media are a significant drop in its print digital products and services for consu- In Alma Media Group, internal audit fun- the company’s exposure to them and it newspaper readership and a decrease mers and businesses. ctions have been incorporated into the considers the plans to minimise risks. in the online audience of digital media responsibilities of Alma Media Corpora- and a permanent decline in advertising Fluctuating economic cycles are refle- tion’s financial administration. Reviewing The CEO, the Group Executive Team and sales. The media industry is undergoing cted in the development of advertising the functionality of internal controls is other managers in the Group at all orga- changes following the transformation in sales. Advertising sales account for ap- also taken into account in the external nisational levels are responsible for daily media consumption and technological proximately half of the Group’s revenue. auditors’ audit plans. Internal audits test risk management. In each business unit, development. An increasingly important the effectiveness of processes and the a member of the unit’s executive group, source of competitive advantage, but The most significant operational risks controls included in them. Internal audi- usually the person in charge of the also a strategic risk, in Alma Media’s busi- are disturbances of information techno- ting is carried out by means of monitoring finances, is responsible for risk manage- ness is the ability to use customer data to logy and communications. A widespread reports as well as separate reviews. ment and reporting on risk management improve the product and service offering pandemic may have a significant impact operations. for advertisers and enrich end user ser- on the demand for services and pro- vices. Alma Media will manage customer ducts on the one hand and, on the other The risk management process identifies data and behavioural data by centralising hand, it can cause substantial production the risks, develops appropriate risk ma- customer data repositories and deplo- disruptions in business processes due nagement methods and regularly reports ying analysis and activation technology, to significant risks related to employee on risk issues to the risk management taking regulatory requirements into con- health. organisation and the Board of Directors. sideration. As the significance of data in Risk management is part of Alma Media Alma Media’s business has increased, the The strategic, operational and financial Corporation’s internal control and, thus, Group’s strategic risks also include cyber risks related to Alma Media’s business is part of good corporate governance. risks. The regulation of the media sector and the actions taken to mitigate them Alma Media sets limits and procedures and the related market practices are are described in more detail in the Re- for quantitative as well as qualitative risks becoming stricter. As technology advan- port by the Board of Directors. Financial in writing in its risk management system. ces and the focus of media consumption risks are also described in more detail in Alma Media classifies its business risks as shifts to digital channels, Alma Media is the notes to the consolidated financial strategic, operational and financing risks. responding to the transformation of the statements. CORPORATE GOVERNANCE STATEMENT 2020 20

Auditing

he General Meeting of financial position and other aspects of Alma Media Corporation’s Annual Ge- Shareholders annually the business for the stakeholders. As part neral Meeting 2020 elected Authorised elects an auditor and of their annual auditing assignment, the Public Accountants Pricewaterhouse- deputy auditor for the auditors of Alma Media Corporation audit Coopers Oy as the company’s auditors, Group. An auditing firm the accounting and governance of the with Markku Launis, Authorised Public can also be appointed business units. The requirements set by Accountant, as the principal auditor. As Tas the auditor. If an auditing firm that is the internal audit are taken into account a rule, PricewaterhouseCoopers is the entered in the register of auditors of the in the audit plans. auditor of the subsidiaries of Alma Media Finnish Patent and Registration Office Group. (PRH) and whose key audit partner is an The auditors submit their report to Alma Authorised Public Accountant is ap- Media Corporation’s shareholders at the Alma Media Group’s auditing fees for pointed the auditor, no deputy is requi- Annual General Meeting. Furthermore, 2020 amounted to EUR 254,000. In addi- red. the auditors submit an annual summary tion, the auditing firm PwC charged the of their auditing plan and a written report Group a total of EUR 121,000 in fees for The term of office of the auditors ex- on the entire Group to the Board of other services in the 2020 financial year, pires at the close of the next Annual Directors and Audit Committee in conjun- including, among other things, advisory General Meeting following their election. ction with the publication of each interim services related to reporting on corpora- The auditor’s task is to ensure that the report and the annual financial state- te responsibility. PWC has served as the financial statements are prepared in ments. In addition, the auditors provide Group’s auditor since 2014. accordance with current regulations and a separate report on any observations that they provide correct and sufficient concerning the audit of the financial year information on the company’s result, to the Group’s financial management and the Audit Committee. Alma Media Corporation Alvar Aallon katu 3 C, 00100 Helsinki P.O. Box 140, FI-00101 Helsinki, Finland Tel. +358 10 665 000, [email protected], [email protected]