Talentum Oyj - Decisions of general meeting

Resolutions of Talentum's Annual General Meeting

Helsinki, Finland, 2014-03-27 15:15 CET (GLOBE NEWSWIRE) -- 

Talentum Oyj        Stock exchange release        27 March 2014 at 4.15 p.m.

Resolutions of Talentum's Annual General Meeting

The Annual General Meeting of Talentum Oyj was held on 27 March 2014. 64.0% of
shares were represented. 

1
The Annual General Meeting approved the financial statements for the financial
year January 1 - December 31, 2013 and discharged the Board of Directors and
the Managing Director from liability. 

2
The Annual General Meeting decided according to the Board proposal, that that a
dividend in the amount of EUR 0.04 to be distributed for the financial period
from January 1, 2013 to December 31, 2013. The record date is 1 April 2014 and
the date of payment is 8 April 2014. 

3
The Annual General Meeting decided the number of the members of the Board of
Directors to be five. As members of the Board of Directors were re-elected
Joachim Berner, MBA, BBA; Atte Palomäki, M.Sc. (Eng.); Kai Telanne, President
and CEO; and Henri Österlund, CEO. Mitti Storckovius, Director, Head of Global
Business Operations for Mobile Phones was elected as a new member. Kai Telanne
was re-elected the Chairperson of the Board and Henri Österlund was elected the
Vice Chairperson. The Annual General Meeting resolved that the remuneration
payable to the members of the Board of Directors are annual remunerations, EUR
48,000 for the Chairperson, EUR 30,000 for the Vice Chairperson and EUR 24,000
for other members of the Board of Directors. Approximately 40% of the annual
remuneration will be used in acquiring Talentum Oyj's shares into the Board
members' accounts. The part of the remuneration paid in shares can also be
settled by conveying own shares held by the company. In the event, that the
purchase of shares cannot be implemented due to a cause by the company or a
board member or any other reason, the annual remuneration will be paid in
money. 

4
Authorized Public Accountant firm PricewaterhouseCoopers Oy was re-elected as
the auditor, with Samuli Perälä, APA, as the responsible auditor. 

5
The Annual General Meeting decided to authorize The Board of Directors to
decide on acquisition of Talentum Oyj's own shares a maximum of 3,500,000
shares, which correspond to approximately eight (8) per cent of the issued
shares of the company. The authorization remains in force until June 30, 2015. 

6
The Annual General Meeting decided to authorize the Board of Directors to
decide on a share issue including the conveyance of own shares, and issue of
special rights. Based on the authorizations a maximum of 3,500,000 new shares
may be issued and/or own shares possessed by the company may be conveyed, which
corresponds to approximately eight (8) per cent of the issued shares of the
company. The authorizations remain in force until June 30, 2015. 

7
The Annual General Meeting decided to authorize the Board of Directors to
decide on the distribution of additional dividend from the retained earnings
and/or distribution of assets from the reserve of invested unrestricted equity
or both so that the distribution of dividend and/or other distribution of
assets based on the authorisation is in total a maximum of EUR 0.10 per share.
The distribution of additional dividend and/or other distribution of assets can
be made in one or more instalments. The authorizations remain in force until
the beginning of the next Annual General Meeting. The Annual General Meeting
decided to authorize the Board of Directors to decide otherwise on all the
conditions regarding the distribution of additional dividend and/or other
distribution of assets. 

8
The Annual General Meeting decided to amend Article 9 of the Articles of
Association. Article 9 of the Articles of Association reads now as follows: "9 § Calling a Meeting
The Board of Directors convenes the General Meeting of shareholders. Notice to
a General Meeting shall be published in a national newspaper or on the website
of the company. Notice to the General Meeting shall be delivered at the
earliest three (3) months and at the latest three (3) weeks before the meeting,
but in any case at least nine (9) days before the record date of the General
Meeting.” 


TALENTUM OYJ
Lasse Rosengren General Counsel

FURTHER INFORMATION
General Counsel Lasse Rosengren, tel. + 358 40 342 4204

DISTRIBUTION
NASDAQ OMX Helsinki
Principal media
www.talentum.com