Contents 1 Alma Media Aamulehti Group Mtv Group
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1 ALMA MEDIA AAMULEHTI GROUP MTV GROUP CONTENTS Information for shareholders .............................................. 2 Shareholders’ meeting, Aamulehti Corporation ................. 3 Shareholders’ meeting, MTV Corporation ......................... 3 Payment of dividends ......................................................... 3 Financial information during 1998 .................................... 3 The Birth of Alma Media ................................................... 4 Management discussion ..................................................... 7 The Journalist’s column ..................................................... 12 Business Conditions .......................................................... 13 Review of Operations.......................................................... 15 Alpress .......................................................................... 16 MTV ............................................................................. 20 Alprint .......................................................................... 24 Aamulehti Corporation, Alexpress Oy and Associated Companies.................................................... 27 Alma Media ...................................................................... 28 Aamulehti Corporation Financial Statements ................... 35 MTV Corporation Financial Statements ........................... 67 Addresses .......................................................................... 90 2 INFORMATION FOR SHAREHOLDERS FIM 500. In cases where the number of Alma Media Corporation Series II shares to be given as consideration forms an odd number because of the number of shares to be Aamulehti Corporation and MTV converted, a whole number of Alma Media Corporation will merge by establishing a new Corporation Series II shares will be given and company called Alma Media Corporation on consideration of FIM 80 will be paid in cash 1 April 1998 to which the assets, liabilities, for the remaining fraction. commitments and rights of the two companies MTV Corporation shareholders are will be transferred in return for the shares of required to hand over their share certificates the new company. Hence Aamulehti and/or interim certificates in exchange for Corporation and MTV Corporation shares, i.e. the merger consideration, at an shareholders will become shareholders in assets management branch of Merita Bank Alma Media Corporation. From 1 April 1998 between 3 March and 24 March 1998. To the Alma Media Corporation shares will be enable payment of the merger consideration quoted on the HEX Ltd, Helsinki Stock and shareholders are further required to provide Derivatives Exchange, Clearing House (the information on their book-entry account and Helsinki Stock Exchange). The final day of bank account number. The merger trading of the Aamulehti Corporation shares consideration will be paid into shareholders’ on the Helsinki Stock Exchange will be 31 accounts on 31 March 1998 in the manner March 1998. required by the conversion ratio after the The annual reports of the two merging establishment of Alma Media Corporation is companies on fiscal 1997 are herewith printed recorded in the Trade Register. The part of the as a single publication to ensure that Alma consideration, if any, to be paid in cash will be Media Corporation shareholders have the paid into the bank account indicated by the latest and most comprehensive possible shareholder or, if no bank account number is information on the formation, structure, indicated, it will be left as a post office order financial performance, organization and to be paid no later than on the fifth banking future prospects of Alma Media Corporation. day following the registration day of approval of the merger. Those MTV Corporation shareholders who have not relinquished their Exchange of share share certificates and/or interim certificates by certificates 24 March 1998 in order to receive merger consideration will be able to receive the Aamulehti Corporation and MTV merger consideration after they relinquish Corporation shareholders will become their share certificates and/or interim shareholders in Alma Media Corporation in certificates, however no earlier than on 31 the following manner. March 1998. Shareholders whose shares are One (1) Alma Media Corporation Series I not registered in the shareholder’s name are share of nominal value FIM 10 will be given in required to furnish proof of their exchange for one (1) Aamulehti Corporation shareholder’s rights. Series I share of nominal value FIM 10. One (1) Alma Media Corporation Series II share of nominal value FIM 10 will be given in Shareholders’ meetings exchange for one (1) Aamulehti Corporation Series II share of nominal value FIM 10. The Aamulehti Corporation shares will be Aamulehti Corporation exchanged for Alma Media Corporation shares automatically in the Finnish book-entry The Annual General Meeting of Aamulehti securities system on 31 March 1998 after the Corporation shareholders will be held on establishment of Alma Media Corporation is Wednesday 18 March 1998, commencing at recorded in the Trade Register of the National 6.00 p.m., at the Hotel Ilves, Board of Patents and Registration. The shares Hatanpäänvaltatie 1, Tampere. The Meeting of those Aamulehti Corporation shareholders will consider the matters stipulated in Article who have not delivered their share certificates 13 of the Articles of Association. to the book-entry register by 30 March 1998 Documents relating to the annual accounts for the purpose of registering ownership will and the proposals of the Board of Directors be exchanged after their shareholdings are will be on display at the Company’s head registered in the book-entry register. office (Patamäenkatu 7, Tampere) one week Fifty-nine (59) Alma Media Corporation before the Meeting. Series I shares and 78½ Alma Media Shareholders who have registered Corporation Series II shares of nominal value themselves in the Company’s shareholder FIM 10 will be given in exchange for one (1) register maintained by the Finnish Central MTV Corporation share of nominal value Securities Depository Ltd no later than on 13 3 March 1998 may attend the Annual General receiving payment of merger consideration Meeting. before the date on which dividend payment Shareholders whose shares have not been commences and such certificates bear the transferred to book-entry accounts may also dividend coupon number 8, Merita Bank will attend the AGM on condition that such pay the dividend on 20 March 1998 into the shareholders were registered in the Company’s bank account indicated by the shareholder. shareholder register before 28 October 1994. In such a case, shareholders are required to present their share certificates, or other Financial information during evidence that their shareholding rights have 1998 not been transferred to the book-entry securities system at the AGM. Aamulehti Corporation and MTV Shareholders wishing to attend must notify Corporation will publish separate interim the Company no later than by 10.00 a.m. reports for the period 1 January to 31 March (Finnish time) on 17 March 1998 either in 1998 on 7 May 1998. Alma Media writing to Aamulehti Corporation, Ms Aija Corporation will publish interim reports at Paasu, P.O. Box 140, FIN-00101 Helsinki; or three-month intervals. Alma Media by phone to +358-9-507 8731 or +358-3-266 Corporation’s interim report for the period 6831, or by telefax to +358-9-507 8774. ended 30 June 1998 will be published on 10 Letters of authorization should arrive at the August 1998 and for the period ended 30 above address before the period of notification September 1998 on 6 November 1998. The expires. interim reports are published in Finnish and in English. MTV Corporation These publications may be ordered from the following address: The Annual General Meeting of MTV Corporation shareholders will be held on Alma Media Corporation Wednesday 18 March 1998, commencing at Corporation Communications 4.00 p.m. in the auditorium of the Company’s P.O. Box 140 head office, Ilmalantori 2, Helsinki. The AGM FIN - 00101 Helsinki will consider the matters stipulated in Article [email protected] 12 of the Articles of Association. Documents relating to the annual accounts and the proposals of the Board of Directors will be on display at the Company’s head office one week before the Meeting. Shareholders are requested to notify the Company of their intention to attend the AGM by 14 March 1998 by telephone to Ms Eeva Hasila, +358-9-150 0424. Payment of dividends The Board of Directors of Aamulehti Corporation proposes that a dividend of FIM 3.30 per share be paid on the financial year 1997. Shareholders who are registered in the Aamulehti Corporation Share Register maintained by the Finnish Central Securities Depository Ltd no later than on 23 March 1998 are entitled to a dividend. Dividend payments will be made starting on 26 March 1998. The Board of Directors of MTV Corporation proposes that a dividend of FIM 453.75 per share be paid on the financial year 1997. The dividend will be paid from 20 March 1998 onwards at Merita Bank branches and at the Company’s head office, Ilmalantori 2. The dividend will be paid against dividend coupon number 8. If share certificates are relinquished for the purpose of THE BIRTH OF ALMA MEDIA 4 THE BIRTH OF ALMA MEDIA sale in 1996 the Aamulehti Group increased its holding in the company from 5 % to 20 %. Although the Aamulehti Group and MTV Group are both purely mass communications Background to