Talentum Oyj - Notice to general meeting

TALENTUM OYJ - NOTICE OF ANNUAL GENERAL MEETING

TALENTUM OYJ COMPANY ANNOUNCEMENT, MARCH 5, 2010, AT 9.00 AM                    

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 Wednesday, March 31, 2010, 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 Chairman 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 and payment of
dividend
The Board of Directors proposes to the Annual General Meeting that no dividend  
is distributed for the financial period from January 1, 2009 to December 31,    
2009.
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
The shareholders of Talentum Oyj representing in total approximately 47 per cent
(approximately 31 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 of Talentum Oyj  
to be held on March 31, 2010, the remuneration payable to the members of the    
Board of Directors remained unchanged and monthly remunerations to be EUR 4,000 
for the Chairman, EUR 2,500 for the Deputy Chairman and EUR 2,000 for other     
members of the Board of Directors. 
11. Resolution on the number of members of the Board of Directors
The shareholders of Talentum Oyj representing in total approximately 47 per cent
(approximately 31 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 of Talentum Oyj  
to be held on March 31, 2010, the number of the members of the Board of         
Directors to be six (6).                                                        

12. Election of the members, Chairman and Deputy Chairman of the Board of       
Directors
The shareholders of Talentum Oyj representing in total approximately 47 per cent
(approximately 31 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 of Talentum Oyj  
to be held on March 31, 2010, Harri Kainulainen, Eero Lehti, Atte Palomäki and  
Merja Strengell of the current members of the Board of Directors be re-elected  
and that Joachim Berner, MBA, BBA and the CEO of Alma Media Corporation Kai     
Telanne be elected as new members. In addition, the said shareholders propose to
the Annual General Meeting the election of Merja Strengell as the Chairman and  
Kai Telanne as the Deputy Chairman 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 as invoiced.
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. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes to the Annual General Meeting that the          
convocation period referred to in Section 9 of the Articles of Association of   
the company will be amended based on the amendment of the Companies Act so that 
the notice of a 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. According to 
Section 9 of the Articles of Association currently in force, the notice of a    
General Meeting shall be delivered at the earliest two (2) months and at the    
latest seventeen (17) days before the Meeting.
17. 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, 2011. 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.
18. 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         
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, 2011. 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.                          

19. 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 no later than on Wednesday  
March 10, 2010. 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 Meeting will be available on the  
above-mentioned website as from Wednesday April 14, 2010. 
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING 
1. The right to participate and registration 
Each shareholder, who is registered on Friday March 19, 2010 (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 Friday March 26, 2010 at 4.00
p.m. Such notice can be given: 
a) by letter to the address Talentum Oyj, Osakerekisteri, PL 920, 00101         
Helsinki; 
b) by telephone + 358 (0) 40 342 4233; or
c) by email to the address info@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 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 the General Meeting. 
A holder of nominee registered shares is advised to request without delay       
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. 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 Friday
March 26, 2010 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, March, 2, 2010, 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, March 2, 2010                                                         

TALENTUM OYJ
THE BOARD OF DIRECTORS 

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

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