Talentum Oyj - Notice to general meeting

TALENTUM OYJ - NOTICE OF ANNUAL GENERAL MEETING

TALENTUM OYJ COMPANY ANNOUNCEMENT, FEBRUARY 19, 2013, AT 3:30 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 Friday, March 22, 2013, commencing at 2.00 p.m. at
Scandic Marski Hotel, Mannerheimintie 10, 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 and covering loss 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 General Meeting that no dividend is
distributed for the financial period from January 1, 2012 to December 31, 2012. 

The Board of Directors proposes to the General Meeting that the retained loss
will be covered by the invested unrestricted equity reserve. 

The Board of Directors proposes to the 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 0.03 euro per
share. The total to be paid to the shareholders as a return of equity would be
in total 1,309,828.14 euro based on the shares that are registered into the
Trade Register at this moment. 

The Board of Directors proposes to the General Meeting that the share-specific
return of equity shall be paid to the shareholders who on the record date
Wednesday, March 27, 2013 are registered in the shareholders' register of the
company held by Euroclear Finland Oy and that the date of payment shall be
April 5, 2013. 

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 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 55.7 per cent (approximately 39.9 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 General Meeting, that the remuneration payable to the members of
the Board of Directors remained unchanged and annual remunerations to be as
follows: EUR 24,000 for members of the Board of Directors, EUR 30,000 for the
Deputy Chairman and EUR 48,000 for the Chairman. 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 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 55.7 per cent (approximately 39.9 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 General Meeting the number of the members of the Board of
Directors to be five (5). 

12. Election of the members, Chairman and Deputy Chairman of the Board of
Directors 

The shareholders of Talentum Oyj 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 55.7 per cent (approximately 39.9 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 General Meeting that Joachim Berner, Atte Palomäki, Merja
Strengell, Kai Telanne and Henri Österlund be re-elected. In addition, the said
shareholders propose to the General Meeting the election of Kai Telanne as the
Chairman and Merja Strengell 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 General Meeting that the Auditor's fee
and compensation for costs will be paid based on invoice approved by the
company. 

14. Election of Auditor

The Board of Directors proposes to the 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 Samuli Perälä. 

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 to the General Meeting that the 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, 2014. 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 General Meeting, that the General
Meeting would authorize the Board of Directors to decide, cancelling the
previous authority, 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 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, 2014. 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. 

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.com. 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 Friday, March 1, 2013.
The proposals and the financial statements are also available at the General
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 Friday, April 5, 2013. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is registered on Tuesday, March 12, 2013 (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 Wednesday, March 20, 2013 at
4.00 p.m. Such notice can be given: 

a) through internet at www.talentum.com

b) by email to the address yhtiokokous@talentum.fi

c) by telephone + 358 (0) 40 342 4227; or

d) by letter to the address Talentum Oyj, Osakerekisteri, PL 920, 00101
Helsinki. 

The registration commences on Friday, February 22, 2013 at 9.00 a.m. and 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
Wednesday, March 20, 2013 by 10.00 a.m. 

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

4. Other information

On the date of this notice, February 12, 2013, the total number of shares and
votes in the company is 44,295,787, of which the company owns 634,849 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 12, 2013

TALENTUM OYJ

THE BOARD OF DIRECTORS

The notice of the Annual General Meeting will be published in Tekniikka &
Talous magazine and Talouselämä magazine on February 22, 2013. 

FURTHER INFORMATION

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

DISTRIBUTION

NASDAQ OMX Helsinki

Principal media