Talentum Oyj - Notice to general meeting

TALENTUM OYJ - NOTICE OF ANNUAL GENERAL MEETING

Helsinki, Finland, 2015-03-05 13:00 CET (GLOBE NEWSWIRE) -- 

Talentum Oyj         Stock Exchange Release         5 March 2015, at 2.00 p.m.

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 27, 2015, commencing at 2.00 p.m. at
Talentum head office auditorium, Itämerenkatu 23, 00180 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 for the
distribution of dividend 

The Board of Directors proposes to the Annual General Meeting that a dividend
in the amount of EUR 0.05 to be distributed for financial year 1 January 2014 -
31 December 2014. The total to be distributed as a dividend to the shareholders
would be EUR 2,195,857.40 based on the shares that are registered into the
Trade Register at the moment of publication of this notice of Annual General
Meeting. 

The Board of Directors proposes to the General Meeting that a dividend shall be
paid to the shareholders who on the record date Tuesday, March 31, 2015 are
registered in the shareholders' register of the company held by Euroclear
Finland Oy and that the date of payment shall be Thursday, April 9, 2015. 

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 and Accendo Capital SICAV-SIF
(nominee registered), representing in total approximately 53.1 per cent
(approximately 37.5 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 and Accendo Capital SICAV-SIF
(nominee registered), representing in total approximately 53.1 per cent
(approximately 37.5 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 and Accendo Capital SICAV-SIF
(nominee registered), representing in total approximately 53.1 per cent
(approximately 37.5 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, Kai Telanne, Mitti Storckovius and Henri Österlund be
re-elected as members. In addition, the said shareholders propose to the
General Meeting the election of Kai Telanne as the Chairman and Henri Österlund
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.com. 

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. 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, 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, 2016. 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. 

16. 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 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
correspond to approximately eight (8) per cent of the issued and outstanding
shares of the company. The authorizations would remain in force until June 30,
2016. 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. 

17. Authorization of 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, cancelling the previous
authority, 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 authorization would be in total a maximum
of EUR 0.20 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. 

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 6, 2015.
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 10, 2015. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is registered on Tuesday, March 17, 2015 (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 Tuesday, March 24, 2015 at
4.00 p.m. Such notice can be given: 

a) in internet at www.talentum.com

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

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 Thursday, March 5, 2015 at 2.00 p.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
Tuesday, March 24, 2015 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, March 5, 2015, the total number of shares and votes
in the company is 44,295,787, of which the company owns 378,639 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 5, 2015

TALENTUM OYJ

THE BOARD OF DIRECTORS

A summary of the notice of the Annual General Meeting will be published in
Tekniikka & Talous magazine and Talouselämä magazine on March 13, 2015. 

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

DISTRIBUTION
NASDAQ OMX Helsinki
Principal media
www.talentum.com