TALENTUM OYJ COMPANY ANNOUNCEMENT FEBRUARY 13, 2013, AT 08:35 AM
TALENTUM BOARD OF DIRECTORS´ PROPOSALS TO THE ANNUAL GENERAL MEETING
Talentum Board of Directors convenes the Annual General Meeting to be held on March 22, 2013. The Annual General Meeting shall be held starting at 2 p.m. at Hotel Scandic Marski, address Mannerheimintie 10, 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 on February 22, 2013.
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 22, 2013 REGARDING THE AUDITOR, AUDITOR'S FEE AND BASIS FOR REIMBURSEMENT OF EXPENSES
The Board of Directors proposes to the Annual General Meeting that Authorised Public Accountants PricewaterhouseCoopers Oy be re-elected as the company’s Auditor. PricewaterhouseCoopers Oy has informed that the auditor with principal responsibility would be Authorized Public Accountant Samuli Perälä.
The Board of Directors proposes to the Annual General Meeting that the Auditor’s fee and compensation for costs will be paid as invoiced and accepted by the company.
THE PROPOSAL OF THE BOARD OF DIRECTORS OF TALENTUM OYJ TO THE ANNUAL GENERAL MEETING ON MARCH 22, 2013, REGARDING THE AUTHORIZATIONS TO 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 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 (8) per cent of the issued and outstanding shares of the company, could be acquired. The authorization would remain in force until June30, 2014. 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.
THE PROPOSAL OF THE BOARD OF DIRECTORS OF TALENTUM OYJ TO THE ANNUAL GENERAL MEETING ON MARCH 22, 2013, 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, 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 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 (8) per cent of the issued and outstanding shares of the company. The authorization would remain in force until June 30, 2014. 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.
THE PROPOSAL OF THE BOARD OF DIRECTORS OF TALENTUM OYJ, TO THE ANNUAL GENERAL MEETING ON MARCH 22, 2013, FOR THE DISTRIBUTION OF DIVIDEND AND RETURN OF EQUITY
The Board of Directors proposes to the Annual General Meeting that no dividend should be distributed for 2012, and that funds should be distributed from the invested non-restricted equity reserve of EUR 0.03 per share (EUR 0.06 per share in 2011).
Helsinki, February 12, 2012
BOARD OF DIRECTORS
TALENTUM OYJ
Aarne Aktan
CEO
FURTHER INFORMATION
CEO Aarne Aktan, tel. +358(0)40 342 4404
DISTRIBUTION
NASDAQ OMX Helsinki
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