Talentum Oyj - Company Announcement

TALENTUM BOARD OF DIRECTORS PROPOSALS TO THE ANNUAL GENERAL MEETING

TALENTUM OYJ STOCK EXCHANGE RELEASE, FEBRUARY 12, 2009, AT 9.00 AM  
TALENTUM BOARD OF DIRECTORS PROPOSALS TO THE ANNUAL GENERAL MEETING 
Talentum Board of Directors convenes the Annual General Meeting to be held on   
March 27, 2009. The Annual General Meeting shall be held starting at 2 p.m. at  
Scandic Marski Hotel, address Mannerheimintie 10, 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.                                                                       

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 MARCH 27, 2009, 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 decide on the authorizations to the Board of  
Directors regarding share issue and issue of special rights on the terms set    
forth below.                                                                    

Based on the authorization the Board of Directors has a right 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.                                                                     

Based on the authorization the Board of Directors has a right 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 regarding 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 per cent of the issued and   
outstanding shares of the company.                                              

The authorizations shall remain in force until June 30, 2010.                   

The Board of Directors is otherwise authorized to decide on all the terms       
regarding the share issue and the issue of special rights, including the right  
to also decide on a directed share issue and a 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 MARCH 27, 2009, REGARDING THE AUTHORIZATIONS TO THE BOARD OF         
DIRECTORS TO DECIDE ON ACQUISITION OF OWN SHARES                                

The Board of Directors proposes to the Annual General Meeting, cancelling the   
previous authority, that it would decide on an authorization to the Board of    
Directors regarding acquisition of its own shares on the terms set forth below. 

Based on the authorization the Board of Directors has a right 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 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 corresponds to approximately eight per cent of the  
issued and outstanding shares of the company, may be acquired.                  

The authorization shall remain in force until June 30, 2010.                    

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 MARCH 27, 2009, 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 0.06 euro per share.
The total to be paid to the shareholders as a return of equity would be in total
2,616,887 euro based on the shares that are registered into the Trade Register  
at this moment.                                                                 

In addition The Board of Directors proposes to the Annual General Meeting that  
the company would pay dividend for the financial year 2008 EUR 0.04 per share.  

The Board proposes that the share-specific return of equity and dividend shall  
be paid to the shareholders who on the record date April 1, 2009 are registered 
in the shareholders' register of the company held by Euroclear Finland Oy       
(Finnish Central Securities Depository). The date of payment shall be April 8,  
2009.                                                                           

Helsinki on February 12, 2009                                                   

BOARD OF DIRECTORS                                                              
TALENTUM OYJ                                                                    
Juha Blomster                                                                   
CEO                                                                             

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

DISTRIBUTION                                                                    
NASDAQ OMX Helsinki                                                             
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