Talentum Oyj - Company Announcement

TALENTUM BOARD OF DIRECTORS´ PROPOSALS TO THE ANNUAL GENERAL MEETING

Helsinki, Finland, 2014-02-12 07:35 CET (GLOBE NEWSWIRE) -- 

Talentum Oyj      Stock Exchange Release      12 February 2014, at 8.35 a.m.

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, 2014. The Annual General Meeting shall be held starting at 2 p.m. at
Talentum head office auditorium, address Itämerenkatu 23, 00180 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 February 28, 2014. 

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, 2014 REGARDING THE AUDITOR, AUDITOR'S FEE AND BASIS FOR
REIMBURSEMENT OF EXPENSES 

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 Samuli Perälä. 

The Board of Directors proposes to the Annual General Meeting that the
Auditor's fee and compensation for costs will be paid as invoiced and accepted
by the company. 

THE PROPOSAL OF THE BOARD OF DIRECTORS OF TALENTUM OYJ TO THE ANNUAL GENERAL
MEETING ON MARCH 27, 2014, REGARDING THE AUTHORIZATIONS TO 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, including acceptance as pledge 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, 2015. 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, 2014, 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 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 and the realisation of own shares
accepted as pledge. 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,
2015. 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 MARCH 27, 2014, FOR THE DISTRIBUTION OF DIVIDEND 

The Board of Directors proposes to the Annual General Meeting that a dividend
in the amount of EUR 0.04 to be distributed for financial year 1 January 2013 -
31 December 2013 (for 2012 funds were distributed from the invested
non-restricted equity reserve of EUR 0.03 per share). 

THE PROPOSAL OF THE BOARD OF DIRECTORS OF TALENTUM OYJ, TO THE ANNUAL GENERAL
MEETING ON MARCH 27, 2014, REGARDING THE AUTHORIZATIONS TO THE BOARD OF
DIRECTORS TO DECIDE ON THE DISTRIBUTION OF ADDITIONAL DIVIDEND OR THE
DISTRIBUTION OF ASSETS FROM THE RESERVES OF UNRESTRICTED EQUITY 

The Board of Directors proposes to the General Meeting that the General Meeting
would authorize the Board of Directors to decide on the distribution of
additional dividend from the retained earnings and/or distribution of assets
from the reserve of invested unrestricted equity or both so that the
distribution of dividend and/or other distribution of assets based on the
authorisation would be in total a maximum of EUR 0.10 per share. The
distribution of additional dividend and/or other distribution of assets could
be made in one or more instalments. The authorizations would remain in force
until the beginning of the next Annual General Meeting. The Board of Directors
is otherwise authorized to decide on all the conditions regarding the
distribution of additional dividend and/or other distribution of assets. 

THE PROPOSAL OF THE BOARD OF DIRECTORS OF TALENTUM OYJ, TO THE ANNUAL GENERAL
MEETING ON MARCH 27, 2014, REGARDING AMENDMENT OF THE ARTICLES OF ASSOCIATION 

The Board of Directors proposes that Article 9 of the Articles of Association
would be amended in a way that the notice of the General Meeting of
shareholders would be published either in a national newspaper or on the
company's website. As a consequence of such amendment, Article 10 of the
Articles of Association would be amended in a way that the decision on the
newspapers where the notices to the general meeting shall be published would be
deleted from the matters on the agenda of the Annual General Meeting, and the
numbering in items 9 to 11 would be amended accordingly. 

After the amendment, Article 9 of the Articles of Association would read as
follows: "9 § Calling a Meeting
The Board of Directors convenes the General Meeting of shareholders. Notice to
a General Meeting shall be published in a national newspaper or on the website
of the company. Notice to the 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. 

Helsinki, February 11, 2014

THE BOARD OF DIRECTORS

TALENTUM OYJ
Aarne Aktan
CEO

FURTHER INFORMATION
CEO Aarne Aktan, tel. +358(0)40 342 4440

DISTRIBUTION
NASDAQ OMX Helsinki
Principal media
www.talentum.com