The Annual General Meeting of Talentum Oyj was held on March 27, 2007. 47.98 %
of shares and voting rights were represented.
The Annual General Meeting approved the financial statements for the financial
year January 1 - December 31, 2006 and discharged the Board of Directors and the
Managing Directors from liability.
The Annual General Meeting approved to distribute a dividend of EUR 0.18 per
share.
The record day for payment is March 30, 2007 and the dividend will be paid on
April 11, 2007.
As members of the Board of Directors were re-elected Manne Airaksinen, Senior
Advisor, Harri Kainulainen, Managing Director, Kai Mäkelä, Managing Director,
Eero Lehti, Chairman of the Board, Tuomo Saarinen, M.Sc. (Eng.). Atte Palomäki,
Communications Director, was elected as a new member. Tuomo Saarinen was
re-elected as Chairman of the Board and Manne Airaksinen was re-elected as
Deputy Chairman.
Authorized Public Accountant firm PricewaterhouseCoopers Oy was re-elected as
auditor, with Juha Wahlroos, APA, as the responsible auditor.
The Annual General Meeting resolved the compensation of the Board of Directors
as follows: Chairman of the Board EUR 4000/month, Deputy Chairman EUR
2500/month, Member EUR 2000/month.
The Annual General meeting approved the amendments to the company's articles of
association as proposed by the Board of Directors. The Board's proposal to the
AGM was published as a stock exchange release on February 23, 2007 and the new
Articles of Association is an appendix to this release.
Authorization of the Board of Directors to decide on a Share Issue including the
Conveyance of own Shares, and Issue of Special Rights
The Annual General Meeting authorized 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 Annual General Meeting authorized 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 will 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.
Authorization of the Board of Directors to decide on Acquisition of own Shares
The Annual General Meeting authorized the Board of Directors to decide on
acquisition of its own shares. The shares can 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, can be acquired. The authorization will 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.
TALENTUM OYJ
Lasse Rosengren
General Counsel
FURTHER INFORMATION
General Counsel Lasse Rosengren, tel. +358 40 342 4204
DISTRIBUTION
Helsinki Stock Exchange
Principal Media
APPENDIX
The new Articles of Association of Talentum Oyj
