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2008-02-12 08:00:00 CET 2008-02-12 08:00:01 CET REGULATED INFORMATION Talentum Oyj - Company AnnouncementTALENTUM BOARD OF DIRECTORS PROPOSALS TO THE ANNUAL GENERAL MEETINGTALENTUM OYJ STOCK EXCHANGE RELEASE, FEBRUARY 12, 2008, 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, 2008. The Annual General Meeting shall be held starting at 2 p.m. at Radisson SAS 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. 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, 2008, 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 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, 2009. 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, 2008, 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 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, 2009. 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. DECREASING OF THE SHARE PREMIUM RESERVE The Board proposes that the share premium reserve as shown in the balance sheet as per 31 December 2007 will be decreased by the amount of 89,593,601.28 euros. After the decrease the amount of the share premium reserve in the balance sheet shall be zero. The decreased amount shall be transferred to the invested non-restricted equity fund. The reduction of the share premium reserve requires public notice to creditors and registration proceeding in accordance with chapter 14, sections 3 - 5 of the Companies Act. Helsinki on February 12, 2008 BOARD OF DIRECTORS TALENTUM OYJ Juha Blomster CEO FURTHER INFORMATION Lasse Rosengren, General Counsel, tel. + 358 (0)40 342 4204 DISTRIBUTION OMX Nordic Exchange Helsinki Principal media |
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