Talentum Oyj - Notice to general meeting

NOTICE OF ANNUAL GENERAL MEETING MARCH 1, 2007 AT 11.00 am

The shareholders of Talentum Oyj are invited to the Annual General Meeting to
be held on March 27, 2007, starting at 2 p.m. in Radisson SAS Royal Hotel,
address Runeberginkatu 2, 00100 Helsinki. 

The following matters are to be addressed at the meeting:

1. Matters pertaining to the Annual General Meeting according to the Finnish
Companies Act and Section 13 of the Articles of Association 

2. Amendment of Articles of Association

The Board of Directors proposes that the Annual General Meeting would amend the
Articles of Association of the company as follows: 

3 § (”Minimum and Maximum Share Capital”) and 4 § (”Number of Shares”), 9 §
(“Procurations”) and 16 § (“Redemption of Shares”) shall be removed. 

5 § (new 3 §) shall be simplified in a way that it shall be only mentioned that
the shares of the company have been entered into a book-entry system. 

Sections 6 (new 4 §), 8 (new 6 §), 10 (new 7 §), 11 (new 8 §), 13 (new 10 §)
and 14 (new 11 §) shall be amended to hear as follows: 

“4 § Board of Directors

The Board of Directors shall consist of the minimum of three (3) and the
maximum of eight (8) members. The term of the members of the Board of Directors
shall terminate at the end of the Annual General Meeting following the election
of the Board of Directors. The General Meeting shall elect a Chairman and a
Deputy Chairman of the Board of Directors.” 

”6 § Representation

The company is represented by the Managing Director, a member of the Board of
Directors, holder of a procuration or another person appointed to represent the
company two together. 

The Board of Directors is entitled to give a right to represent the company to
appointed persons in the manner that they are entitled to represent the company
two together or each together with a member of the Board of Directors, holder
of a procuration or the Managing Director.” 

“7 § Financial Period

The financial period of the company is a calendar year.”

”8 § Auditors

The company has one (1) auditor, which is required to be an Authorized Public
Accountants -corporation. The term of the auditor shall terminate at the end of
the Annual General Meeting following the election of the auditor.” 

”10 § Annual General Meeting

The Annual General Meeting shall be held annually in Helsinki, Espoo or Vantaa
within six months of the expiration of the financial period on a date set by
the Board of Directors. 

In the meeting:

the following shall be submitted

1. financial statements and group financial statements as well as annual report;
2. auditor’s report;

the following matters shall be decided upon

3. confirmation of the financial statements and the group financial statements;
4. use of the profit shown by the balance-sheet;
5. discharge of liability of the members of the Board of Directors and the
Managing Director; 
6. number of members in the Board of Directors;
7. compensation to the members of the Board of Directors and the auditor;
8. newspapers where the notices to the general meeting shall be published;

the following shall be elected

9. the members of the Board of Directors; 
10. Chairman and Deputy Chairman of the Board of Directors; and
11. the auditor.”

”11 § General Meeting Registration 

In order to attend a General Meeting the shareholders must register with the
company at the latest on the date set forth in the notice to the General
Meeting, that may be ten (10) days prior to the meeting, at the earliest.” 

In addition, as regards the other parts of the Articles of Association, the
necessary amendments regarding language and references would be made. 

3. 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 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, 2008. 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. 

4. 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 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, 2008. 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. 


Payment of Dividend

The Board of Directors proposes to the Annual General Meeting that the company
would pay dividend for the financial year 2006 EUR 0.18 per share.  The
dividend shall be paid to a shareholder that has been entered into the
company’s shareholders’ register on the record date of the dividend payment on
March 30, 2007. The Board of Directors proposes to the Annual General Meeting
that the dividend shall be paid on April 11, 2007. 

Board of Directors and Auditor

The shareholders of Talentum Oyj representing in total approximately 46.9 per
cent (approximately 33.7 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, 2007, the number of the Board
members to be six and the re-election of the current Board members Tuomo
Saarinen, Manne Airaksinen, Harri Kainulainen, Eero Lehti and Kai Mäkelä. Atte
Palomäki, Chief Communication Officer in Finland, Nordea, is proposed to be
elected as the new Board 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 their election. 

The Board of Directors proposes to the Annual General Meeting that 
PricewaterhouseCoopers, a firm of authorised public accountants certified by
the Central Chamber of Commerce of Finland, be re-elected as the company’s
auditor. 

Documents

The proposals of the Board of Directors with their annexes and the Financial
Statements shall be available for shareholders´ review on the company’s website
at www.talentum.fi as of March 20, 2007, and copies thereof shall be sent to a
shareholder upon request. 
Registration

The shareholder willing to participate in the Annual General Meeting must
notify the company’s head office of the participation on March 23, 2007, at 4
p.m. at the latest, either in writing to the address Talentum Oyj,
Osakerekisteri, PL 920, 00101 Helsinki, by telephone to the number 040 342 4232
 or by email to the address info@talentum.fi. The notification must reach the
company prior to the expiry of the registration period. The possible proxies
are asked to be delivered in connection with the registration. 

Participation

A shareholder that has been entered into the company’s shareholders’ register
held by Suomen Arvopaperikeskus Oy on March 17, 2007, at the latest, and that
has notified its participation in the Annual General Meeting in the manner set
forth above, 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 2007 in order to participate in the Meeting. 


Helsinki, March 1, 2007
TALENTUM OYJ
BOARD OF DIRECTORS

TALENTUM OYJ
Juha Blomster
CEO

FURTHER INFORMATION
Lasse Rosengren, General Counsel, tel. + 358 (0)40 342 4204
DISTRIBUTION
Helsinki Stock Exchange
Principal media