TALENTUM OYJ STOCK EXCHANGE RELEASE, FEBRUARY 12, 2008, AT 9.00 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 27, 2008. 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, 2008, 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, 2009.
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, 2008, 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, 2009.
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.
DECREASING OF THE SHARE PREMIUM RESERVE
The Board proposes that the share premium reserve as shown in the balance sheet
as per 31 December 2007 will be decreased by the amount of 89,593,601.28 euros.
After the decrease the amount of the share premium reserve in the balance sheet
shall be zero. The decreased amount shall be transferred to the invested
non-restricted equity fund.
The reduction of the share premium reserve requires public notice to creditors
and registration proceeding in accordance with chapter 14, sections 3 - 5 of the
Companies Act.
Helsinki on February 12, 2008
BOARD OF DIRECTORS
TALENTUM OYJ
Juha Blomster
CEO
FURTHER INFORMATION
Lasse Rosengren, General Counsel, tel. + 358 (0)40 342 4204
DISTRIBUTION
OMX Nordic Exchange Helsinki
Principal media