Talentum Oyj - Company Announcement

TALENTUM BOARD OF DIRECTORS PROPOSALS TO THE ANNUAL GENERAL MEETING

Finland, 2011-02-15 08:10 CET (GLOBE NEWSWIRE) -- TALENTUM OYJ          COMPANY
ANNOUNCEMENT MARCH 15, 2011, AT 9.10 AM 

TALENTUM BOARD OF DIRECTORS PROPOSALS TO THE ANNUAL GENERAL MEETING

Talentum Board of Directors convenes the Annual General Meeting to be held on
April 1, 2011. The Annual General Meeting shall be held starting at 2 p.m. at
Radisson Blu Royal Hotel, address Runeberginkatu 2, 00100 Helsinki. 

The notice of the Annual General Meeting will be separately published as a
stock exchange release as well as in Tekniikka & Talous magazine and
Talouselämä magazine on March 4, 2011. 

In addition to the matters stated in the Companies Act and Articles of
Association, the following proposals of the Board of Directors shall be
addressed in the Annual General Meeting: 

THE PROPOSAL OF THE BOARD OF DIRECTORS OF TALENTUM OYJ TO THE ANNUAL GENERAL
MEETING ON APRIL 1, 2011, REGARDING THE AUTHORIZATIONS TO 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, 2012. 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. 

THE PROPOSAL OF THE BOARD OF DIRECTORS OF TALENTUM OYJ TO THE ANNUAL GENERAL
MEETING ON APRIL 1, 2011, REGARDING THE AUTHORIZATIONS TO THE BOARD OF
DIRECTORS TO DECIDE ON 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 authorizations 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 authorizations would remain in force
until June 30, 2012. The authorizations do 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. 

THE PROPOSAL OF THE BOARD OF DIRECTORS OF TALENTUM OYJ TO THE ANNUAL GENERAL
MEETING ON APRIL 1, 2011, FOR THE DISTRIBUTION OF ASSETS FROM THE INVESTED
NON-RESTRICTED EQUITY FUND 

The Board of Directors proposes to the Annual General Meeting that the company
would distribute assets from the invested non-restricted equity fund to the
shareholders in such a way that assets shall be distributed 0.02 euro per
share. The total to be paid to the shareholders as a return of equity would be
in total 872 296 euro based on the shares that are registered into the Trade
Register at this moment. 

The Board of Directors proposes to the Annual General Meeting that no dividend
is distributed for the financial period from January 1, 2010 to December 31,
2010. 



Helsinki on February 14, 2011
BOARD OF DIRECTORS

TALENTUM OYJ
Juha Blomster
CEO

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

DISTRIBUTION
NASDAQ OMX Helsinki
Principal media



Talentum is a publisher and producer of information for professionals, aiming
to be the largest and most profitable player in its field in the Nordic
countries and other selected markets. The Talentum Group employs some 800
people in Finland, Sweden, the Baltic countries and Russia. Talentum's Finnish
media are Talouselämä, Arvopaperi, Fakta, Tekniikka&Talous, MikroPC,
Tietoviikko, Markkinointi&Mainonta, Metallitekniikka, Energia and Mediuutiset,
while in Sweden it publishes Ny Teknik, Affärsvärlden, Byggvärlden, Dagens
Media, Lag&Avtal and Arbetarskydd. Talentum HR produces information, seminars
and publications for professionals in HR in Sweden. Sverige Bygger in Sweden
and Norge Bygges in Norway produce construction business information. Talentum
is also the leading publisher of a wide range of legal and professional
literature and an instructor in the legal field. Talentum Oyj is listed on
NASDAQ OMX Helsinki Oy.