Talentum Oyj - Notice to general meeting

TALENTUM OYJ - NOTICE OF ANNUAL GENERAL MEETING

Helsinki, Finland, 2012-02-28 12:15 CET (GLOBE NEWSWIRE) -- 
TALENTUM OYJ COMPANY ANNOUNCEMENT, FEBRUARY 28, 2012, AT 1.15 pm

TALENTUM OYJ - NOTICE OF ANNUAL GENERAL MEETING

Notice is given to the shareholders of Talentum Oyj to the Annual General
Meeting to be held on March 30, 2012, commencing at 2.00 p.m. at Radisson Blu
Royal Hotel, Runeberginkatu 2, 00100 Helsinki. The reception of persons who
have registered for the meeting and the distribution of voting tickets will
commence at 1.00 p.m. 

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

1.  Opening of the Meeting and address of the Chairperson of the Board of
Directors 

2. Calling the Meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
of votes 

4. Legality and quorum of the Meeting

5.  Recording the attendance at the Meeting and adoption of the list of votes

6. Presentation of the financial statements, group financial statements, the
report of the Board of Directors and the Auditor's report and review by the CEO 

7.  Adoption of the financial statements and group financial statements

8.  Resolution on the use of the profit shown on the balance sheet, the
distribution of dividend and resolution for the distribution of assets from the
invested non-restricted equity reserve 

The Board of Directors proposes to the Annual General Meeting that no dividend
is distributed for the financial period from January 1, 2011 to December 31,
2011. 

The Board of Directors proposes to the Annual General Meeting that the company
would distribute assets from the invested non-restricted equity reserve to the
shareholders in such a way that assets shall be distributed 0.06 euro per
share. The assets to be paid to the shareholders would total in EUR
2,616,887.22 based on the shares that are registered into the Trade Register at
the date of this notice. 

The share-specific return of equity shall be paid to the shareholders who on
the record date, April 4, 2012 are registered in the shareholders' register of
the company held by Euroclear Finland Oy. The date of payment is April 13,
2012. 

9.  Resolution on the discharge of the members of the Board of Directors and
the CEO 

10.  Resolution on the remuneration of the members of the Board of Directors

Talentum Oyj's shareholders Kauppalehti Oy, Alma Media Corporation, Ilmarinen
Mutual Pension Insurance Company, Academic Engineers and Architects in Finland
- TEK and Accendo Capital SICAV-SIF (nominee registered), representing in total
approximately 54.82 per cent (approximately 38.85 per cent when taken into
account the voting restriction in the Articles of Association) of the voting
rights of the shares in the company, have announced that they will propose to
the Annual General Meeting that the remuneration payable to the members of the
Board of Directors will be 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. The monetary amount of the remuneration
would remain unchanged. Furthermore, the above mentioned shareholders propose
that 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. 

11. Resolution on the number of members of the Board of Directors

The shareholders of Talentum Oyj mentioned above in section 10 have announced
that they will propose to the Annual General Meeting the number of the members
of the Board of Directors to be five (5). 

12.  Election of the members, Chairperson and Vice Chairperson of the Board of
Directors 

The shareholders of Talentum Oyj mentioned above in section 10 have announced
that they will propose to the Annual General Meeting that Joachim Berner, Atte
Palomäki, Merja Strengell, Kai Telanne and Henri Österlund be re-elected as
Board members. In addition, the said shareholders propose to the Annual General
Meeting the re-election of Kai Telanne as the Chairperson and Merja Strengell
as the Vice Chairperson of the Board of Directors. The mentioned persons have
given their consent to the election. Personal details on the Board of Director
nominees are available on the company's website at www.talentum.fi. 

13.  Resolution on the remuneration of the Auditor

The Board of Directors proposes to the Annual General Meeting that the
Auditor's fee and compensation for costs will be paid against an invoice
approved by the company. 

14. Election of Auditor

The Board of Directors proposes to the Annual General Meeting that Authorised
Public Accountants PricewaterhouseCoopers Oy be re-elected as the company's
Auditor. PricewaterhouseCoopers Oy has informed that the auditor with principal
responsibility would be Authorized Public Accountant Juha Wahlroos. 

15.  Resolution on the newspapers where the notice to the General Meeting shall
be published 

16.  Authorization of the Board of Directors to decide on acquisition of own
shares 

The Board of Directors proposes that the Annual General Meeting would authorize
the Board of Directors, cancelling the previous authority, to decide on
acquisition of own shares. The shares could be acquired for the value decided
by the Board of Directors, which value is based on the fair value at the time
of the acquisition formed to the shares in the public trading. Own shares may
be only acquired with free equity. Based on the authorization, either in one or
in several occasions, a maximum of 3,500,000 own shares, which correspond to
approximately eight (8) per cent of the issued and outstanding shares of the
company, could be acquired. The authorization would remain in force until June
30, 2013. The Board of Directors is otherwise authorized to decide on all the
conditions regarding the acquisition of own shares including the manner of
acquisition of shares. The authorization does not exclude the right of the
Board of Directors to also decide on a directed acquisition of own shares
providing that there is a significant financial reason for the company to do
so. 

17.  Authorization of the Board of Directors to decide on a share issue
including the conveyance of own shares, and issue of special rights 

The Board of Directors proposes to the Annual General Meeting, cancelling the
previous authority, that it would authorize the Board of Directors to decide on
a share issue which may be either liable to charge or free of charge, including
issuing of new shares and the conveyance of own shares possibly in the
company's possession. The Board of Directors proposes to the Annual General
Meeting that it would authorize the Board of Directors to decide on an issue of
option rights and other special rights which entitle, against payment, to
receive new shares or shares possibly in possession of the company. Based on
the aforesaid authorization by virtue of a share issue and/or issue of special
rights, either in one or in several occasions, 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
and outstanding shares of the company. The authorization would remain in force
until June 30, 2013. The authorization does not exclude the right of the Board
of Directors to also decide on a directed share issue and directed issue of
special rights. Shareholders' pre-emptive subscription rights can be deviated
from providing that there is a significant financial reason for the company to
do so. 

18.  Closing of the Meeting

B. DOCUMENTS OF THE GENERAL MEETING

The proposals relating to the agenda of the General Meeting as well as this
notice are available on Talentum Oyj's website at www.talentum.fi. The annual
report of Talentum Oyj, including the company's financial statements, group
financial statements, the report of the Board of Directors and the Auditor's
report, is available on the above-mentioned website on March 9, 2012. The
proposals and the financial statements are also available at the Meeting.
Copies of these documents and of this notice will be sent to shareholders upon
request. The minutes of the General Meeting will be available on the
above-mentioned website as of April 13, 2012. 

C.  INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is registered on March 20, 2012 (record date of the
General Meeting) in the shareholders' register of the company held by Euroclear
Finland Ltd., has the right to participate in the General Meeting. A
shareholder, whose shares are registered on his/her personal Finnish book-entry
account, is registered in the shareholders' register of the company. 

A shareholder, who wants to participate in the General Meeting, shall register
the participation for the Meeting no later than on March 27, 2012 at 4.00 p.m.
Such notice can be given: 

a) by letter to the address Talentum Oyj, Osakerekisteri, PL 920, 00101
Helsinki, Finland 
b) by telephone + 358 (0) 40 342 4233
c) by email to the address yhtiokokous@talentum.fi

The notification must reach the company prior to the expiry of the registration
period. 

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to Talentum Oyj is
used only in connection with the General Meeting and with the processing of
related registrations. 

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the General Meeting has the right to request information with
respect to the matters to be considered at the Meeting. 

2. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her
rights at the Meeting by way of proxy representation. 

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
General Meeting. When a shareholder participates in the General Meeting by
means of several proxy representatives representing the shareholder with shares
at different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the General Meeting. 

Possible proxy documents should be delivered in originals to the address
Talentum Oyj, Osakerekisteri, PL 920, 00101 Helsinki, Finland before the last
date for registration. 

3. Holders of nominee registered shares

A holder of nominee registered shares may be temporarily entered into the
shareholder's register for the participation in the General Meeting if a
shareholder is entitled to be entered into the shareholder's register based on
the shares on the record date of the General Meeting. Entering into the
temporary shareholder's register is at the same time deemed to be registration
to participation in the General Meeting. 

A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the shareholder's register of the
company, the issuing of proxy documents and registration for the General
Meeting from his/her custodian bank well in advance. The account management
organization of the custodian bank shall register a holder of nominee
registered shares, who wants to participate in the General Meeting, to be
temporarily entered into the shareholders' register as described above of the
company at the latest on March 27, 2012 by 10.00 a.m. 

Further information on this can be found on the company's website at
www.talentum.fi. 

4. Other information

On the date of this notice, February 14, 2012, the total number of shares and
votes in the company is 44,295,787, of which the company owns 681,000 shares.
The company has one (1) class of shares and each share gives one (1) vote.
According to Section 12 of the Articles of Association of the company no
shareholder may, at the General Meeting, exercise more than 1/6 of the total
number of votes represented by the issued and outstanding shares of the
company. If the companies or enterprises belonging to the same group, or if a
foreign company, which, if it were Finnish, would belong to the same group
and/or if the pension foundation or pension fund of such companies or
enterprises together own company shares in excess of 1/6 of the total number of
votes said companies can only vote at a General Meeting with shares
representing a maximum of 1/6 of the total number of votes. 

Helsinki, February 14, 2012

TALENTUM OYJ
BOARD OF DIRECTORS

The notice of the Annual General Meeting will be published in Tekniikka &
Talous magazine and Talouselämä magazine on March 2, 2012. 

FURTHER INFORMATION
Lasse Rosengren, General Counsel, tel. + 358 (0) 40　342 4204

DISTRIBUTION
NASDAQ OMX Helsinki
Principal media