Talentum Oyj - Company Announcement

TALENTUM BOARD OF DIRECTORS´ PROPOSALS TO THE ANNUAL GENERAL MEETING

Helsinki, Finland, 2012-02-15 12:45 CET (GLOBE NEWSWIRE) -- TALENTUM OYJ       
  COMPANY ANNOUNCEMENT  FEBRUARY 15, 2012, AT 1.45pm 


TALENTUM BOARD OF DIRECTORS´ PROPOSALS TO THE ANNUAL GENERAL MEETING

Talentum Board of Directors convenes the Annual General Meeting to be held on
March 30, 2012. The Annual General Meeting shall be held starting at 2 p.m. at
Radisson Blu 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 on March 2, 2012. 

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 30, 2012 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 Juha Wahlroos. 

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 30, 2012, REGARDING THE AUTHORIZATIONS TO 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, 2013. 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 30, 2012, 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,
cancelling the previous authority, 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 authorization would remain in force
until June 30, 2013. 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 30, 2012, FOR THE DISTRIBUTION OF DIVIDEND  AND FOR THE
DISTRIBUTION OF ASSETS FROM THE INVESTED NON-RESTRICTED EQUITY RESERVE 

The Board of Directors proposes to the Annual General Meeting that no dividend
should be distributed for the financial period from January 1, 2011 to December
31, 2011, and that assets be distributed from the invested non-restricted
equity reserve in the amount of EUR 0.06 per share. 

Helsinki on February 14, 2012
BOARD OF DIRECTORS

TALENTUM OYJ
Aarne Aktan
CEO

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

DISTRIBUTION
NASDAQ OMX Helsinki
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