Talentum Oyj - Notice to general meeting

TALENTUM OYJ - NOTICE OF ANNUAL GENERAL MEETING

TALENTUM OYJ STOCK EXHANGE RELEASE, MARCH 6, 2009, AT 8.00 AM                   

NOTICE OF ANNUAL GENERAL MEETING                                                


The shareholders of Talentum Oyj are invited to the Annual General Meeting to be
held on Friday, March 27, 2009, starting at 2 p.m. in Scandic Marski hotel,     
address Mannerheimintie 10, 00100 Helsinki                                      

Matters on the agenda of the Annual General Meeting:                            

1. Opening and organizing of the meeting, statement of the Chairman of the Board
of Directors                                                                    

2. Recording the legal convening of the meeting and quorum                      

3. Election of the persons to confirm the minutes and to verify the counting of 
votes                                                                           

4. Confirmation of the agenda for the order of the meeting                      

5. Presentation of the Annual Accounts, the report of the Board of Directors and
the Auditor's report, review by the CEO                                         

6. Adoption of the Annual Accounts                                              

7. Resolution on the use of the profit shown on the balance sheet and the       
payment of dividend, resolution for the distribution of assets from the invested
non-restricted equity fund                                                      

The Board of Directors proposes to the Annual General Meeting a dividend of EUR 
0.04 per share be paid for the financial year 2008                              

The Board of Directors proposes to the Annual General Meeting that the company  
would distribute assets from the invested non-restricted equity fund to the     
shareholders in such a way that assets shall be distributed EUR 0.06 per share  

The Board proposes that the share-specific return of equity and dividend shall  
be paid to the shareholders who on the record date Wednesday, April 1, 2009 are 
registered in the shareholders' register of the company held by Euroclear       
Finland Oy (former Finnish Central Securities Depository). The date of payment  
shall be April 8, 2009.                                                         

8. Resolution on the discharge of the members of the Board of Directors and the 
CEO from liability                                                              

9. Resolution on the remuneration of the members of the Board of Directors and  
the Auditor                                                                     

The shareholders of Talentum Oyj representing in total approximately 45 per cent
(approximately 32 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 Annual General Meeting of Talentum Oyj  
to be held on March 27, 2009, that the remuneration payable to the members of   
the Board remained unchanged. The current monthly remunerations are: EUR 4,000  
for the Chairman, EUR 2,500 for the Deputy Chairman and EUR 2,000 for other     
members                                                                         

The Board of Directors proposes that the auditor's fee will be paid as invoiced.

10. Resolution on the number of the members of the Board of Directors; election 
of members of the Board of Directors, the Chairman of the Board and the Deputy  
Chairman of the Board      

The shareholders of Talentum Oyj representing in total approximately 45 per cent
(approximately 32 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 Annual General Meeting of Talentum Oyj  
to be held on March 27, 2009, the number of the Board members to be six and     
Tuomo Saarinen, Manne Airaksinen, Harri Kainulainen, Eero Lehti and Atte        
Palomäki of the current members be re-elected and that Merja Strengell be       
elected as a new member. In addition, the said shareholders propose to the      
Annual General Meeting the re-election of Tuomo Saarinen as the Chairman and    
Manne Airaksinen as the Deputy Chairman of the Board of Directors. The mentioned
persons have given their consent to the election.                               

Personal details on the Board nominees are available on the Company's website at
www.talentum.fi as of Friday, March 20, 2009.                                   

11. Election of auditor                                                         

The Board of Directors proposes to the Annual General Meeting that Authorised   
Public Accountants Pricewaterhouse Coopers Oy be re-elected as the company's    
auditor.                                                                        

12. Resolution of the magazines where the notice of the Annual General Meeting  
shall be published                                                              

13. 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 Annual General Meeting, cancelling the   
previous authority, that it would 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 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 would remain in force until June 30, 2010. 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.                          

14. Authorization of 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 its 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 per cent of the issued and outstanding shares of the        
company, could be acquired. The authorization would remain in force until June  
30, 2010. 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.          

15. Closing of the meeting                                                      

Documents of the Annual General Meeting                                         

The annual report of the company, including the company's annual accounts, the  
report of the Board of Directors and the Auditor' report, as well as the        
proposals relating to the agenda of Annual General Meeting and this notice will 
be available for shareholders' review on the company's website at               
www.talentum.fi as of Friday, March 20, 2009, and copies thereof shall be sent  
to a shareholder upon request.                                                  

Participation and registration                                                  

A shareholder that has been entered into the company's shareholders' register   
held by Euroclear Finland Ltd (former Suomen Arvopaperikeskus Ltd) on Tuesday,  
March 17, 2009, at the latest, has the right to participate in the Annual       
General Meeting. Shareholders who hold their shares under a name of a nominee   
must contact their bank, broker or other custodian to be temporarily recorded in
the Register of Shareholders by 17 March 2009 in order to participate in the    
Meeting.                                                                        

The shareholder willing to participate in the Annual General Meeting must notify
the company's head office of the participation on Wednesday, March 25, 2009, at 
4 p.m. at the latest, either in writing to the address Talentum Oyj,            
Osakerekisteri, P.O. Box 920, 00101 Helsinki, by telephone to the number 040 342
4388 or by email to the address info@talentum.fi. The notification must reach   
the company prior to the expiry of the registration period. A shareholder may   
participate in the Annual General Meeting and exercise his/her rights at the    
Meeting by way of proxy representation. The possible proxies are asked to be    
delivered in connection with the registration.                                  

Other information                                                               

On the date of this notice, 6 March 2009, the total number of shares and votes  
in the company is 44,295,787, of which the company owns 681,000 shares. The     
company has one class of shares and each share gives one vote. According to the 
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 11, 2009                                                     

TALENTUM OYJ                                                                    

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

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NASDAQ OMX Helsinki                                                             
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