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2010-05-07 07:30:00 CEST 2010-05-07 07:30:01 CEST REGULATED INFORMATION Talentum Oyj - Notice to convene extr.general meetingTALENTUM OYJ - NOTICE OF EXTRAORDINARY GENERAL MEETINGTALENTUM OYJ COMPANY ANNOUNCEMENT, MAY 7, 2010, AT 8.30 AM TALENTUM OYJ - NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is given to the shareholders of Talentum Oyj to the Extraordinary General Meeting to be held on Tuesday, June 15, 2010, commencing at 1.00 p.m. at Radisson Blu Royal Hotel, Runeberginkatu 2, 00100 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12.00 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. Complementing the Board of Directors In accordance with Oy Herttaässä Ab's request pursuant to Chapter 5 Section 4 of the Finnish Companies Act, the composition of the Board of Directors is addressed. The request is as follows: “The matter to be considered and resolved by an extraordinary general meeting is complementing the Board of Directors by one member. Oy Herttaässä Ab proposes that Kai Mäkelä be the seventh member of the Board of Directors.” On the date of this notice Oy Herttaässä Ab holded 10.27% of Talentum's shares. 7. Closing of the Meeting B. DOCUMENTS OF THE GENERAL MEETING The minutes of the Meeting will be available on the company's website www.talentum.fi as from Tuesday June 29, 2010. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING 1. The right to participate and registration Each shareholder, who is registered on Thursday June 3, 2010 (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 Thursday June 10, 2010 at 4.00 p.m. Such notice can be given: a) by letter to the address Talentum Oyj, Osakerekisteri, PL 920, 00101 Helsinki, Finland; b) by telephone + 358 (0) 40 342 4233; or c) by email to the address info@talentum.fi 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, Finland 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 Thursday June 10, 2010 by 10.00 a.m. Further information on this can be found on the company's website at www.talentum.fi. 4. Other information On the date of this notice, April, 28, 2010, 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 (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, April 28, 2010 TALENTUM OYJ The Board of Directors FURTHER INFORMATION Lasse Rosengren, General Counsel, tel. + 358 (0) 40 342 4204 DISTRIBUTION NASDAQ OMX Helsinki Principal media |
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