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

Alma Media’s Shareholders’ Nomination Committee proposes re-election of the seven current board members for the 2026 AGM (to be held 9 April 2026), with Catharina Stackelberg-Hammarén as Chair and Eero Broman as Vice Chair; shareholders representing over half the shares back the slate. The committee proposes unchanged annual board fees: Chair EUR 75,700, Vice Chair EUR 48,400, other members EUR 39,400, plus structured meeting fees (EUR 1,500/1,000/700/500 by role) with geographic multipliers; board members are required to use approximately 40% of their net annual fee to acquire Alma Media shares (company covers transfer tax) or be paid in cash if prevented by insider restrictions. For context, Alma Media reported EUR 313 million revenue in 2024, with 84% from digital operations.

Analysis

Market structure: Board continuity at Alma Media (ALMA:HEL) removes near-term governance shock and benefits incumbents — management and large shareholders (Ilkka, Otava, Ilmarinen) are winners; small liquidity providers and arbitrageurs risk muted event volatility. The requirement that board members deploy ~40% of fees into shares creates modest buy pressure (order-of-magnitude estimate EUR0.1–0.3m) but is immaterial versus likely market cap; primary competitive advantage remains ALMA’s 84% digital mix vs legacy-print peers, supporting pricing power in recruitment and classifieds.

Risk assessment: Tail risks include a sharp Nordic/CEE digital ad recession (20%+ revenue drop scenario) or regulatory constraints on data/marketplaces that could cut EBITDA by >15% within 12 months. Hidden dependency: three board members’ non-independence to major shareholders raises probability of strategic inertia (lower chance of value-accretive M&A) over 12–36 months. Key catalysts—AGM on 9 Apr 2026 and the Jan–Mar interim report timing for insider share purchases—will compress information asymmetry and may move the stock within days of release.

Trade implications: Direct play — consider establishing a 2–3% long position in ALMA on sub-3% price weakness around the AGM, target +12–18% in 12 months, stop-loss 10%. Pair trade — long ALMA 2% / short SANOMA (HEL:SANOM) 2% to capture relative strength from higher digital exposure; horizon 6–12 months, expected outperformance 5–10%. Options — sell a 3-month cash-secured put 5% OTM to accumulate shares at a discount or sell 6-month OTM covered calls to harvest yield if long.

Contrarian angles: Consensus underestimates the strategic value of ALMA’s classifieds/recruitment verticals in CEE — consolidation there historically produced multiple expansion (e.g., Nordic classifieds M&A). Conversely, the market may be underpricing governance entrenchment risk that reduces takeover optionality; if insider buying exceeds 0.5% of float within 3 months, upgrade conviction; if turnover spikes >30% in two sessions post-AGM, expect short-term mean reversion and tighten stops.

Key Decisions for Investors

• Establish a 2–3% long position in Alma Media (HEL:ALMA) on any pullback >3% within two weeks of the AGM (9 Apr 2026); target +12–18% in 12 months, set a 10% stop-loss.
• Implement a relative-value pair: long ALMA 2% / short Sanoma (HEL:SANOM) 2% for 6–12 months to capture ALMA’s higher digital revenue exposure; close if spread underperforms by >5% in 60 days.
• Sell 3-month cash-secured puts on ALMA at ~5% OTM to collect premium and potentially acquire shares below current price; size to target net entry price equal to a 2–3% portfolio weight.
• If long ALMA, sell 6-month OTM covered calls to generate yield (target premium >= annualized 4–6%); unwind if implied volatility rises >30% vs 30-day average or if insider buys exceed 0.5% of outstanding shares within 3 months.