Talentum Board of Directors convenes the Annual General Meeting to be held on March 27, 2007. The Annual General Meeting shall be held starting at 2 p.m. at Radisson SAS 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. 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 27, 2007, REGARDING THE AMENDMENT OF THE ARTICLES OF ASSOCIATION The Board of Directors proposes to the Annual General Meeting that it would resolve to 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 day 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. THE PROPOSAL OF THE BOARD OF DIRECTORS OF TALENTUM OYJ TO THE ANNUAL GENERAL MEETING ON MARCH 27, 2007, 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 decide on the authorizations to the Board of Directors regarding share issue and issue of special rights on the terms set forth below. Based on the authorization the Board of Directors has a right 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. Based on the authorization the Board of Directors has a right 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 regarding 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 per cent of the issued and outstanding shares of the company. The authorizations shall remain in force until June 30, 2008. The Board of Directors is otherwise authorized to decide on all the terms regarding the share issue and the issue of special rights, including the right to also decide on a directed share issue and a 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 27, 2007, REGARDING THE AUTHORIZATIONS TO THE BOARD OF DIRECTORS TO DECIDE ON ACQUISITION OF OWN SHARES The Board of Directors proposes to the Annual General Meeting that it would decide on an authorization to the Board of Directors regarding acquisition of its own shares on the terms set forth below. Based on the authorization the Board of Directors has a right 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 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 corresponds to approximately eight per cent of the issued and outstanding shares of the company, may be acquired. The authorization shall 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. Helsinki on February 23, 2007 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
TALENTUM BOARD OF DIRECTORS PROPOSALS TO THE ANNUAL GENERAL MEETING FEBRUARY 23, 2007, AT 1.00 PM
| Source: Talentum Oyj