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Minutes of the Annual General Meeting

Unofficial translation. In case of doubt, the original Finnish copy is authoritative.

TALENTUM OYJ - MINUTES 1 / 2010

ANNUAL GENERAL MEETING

Time

31st March 2010 at 2 pm

Location

The Radisson Blu Royal Hotel, Runeberginkatu 2, 00100 Helsinki

Present

The shareholders in the list of votes (Appendix 1) representing the number of shares and votes in the list of votes and other persons in attendance mentioned in Appendix 1.

1
OPENING OF THE MEETING AND THE CHAIRMAN'S WELCOME

The Chairman of the Board Tuomo Saarinen opened the meeting and addressed the events of the previous fiscal year.

Lawyer Harri Hynninen was elected as the Chairman of the meeting.

2
CALLING THE MEETING TO ORDER

The Chairman of the meeting invited Lasse Rosengren to act as secretary and keep the minutes.

The agenda, which had been distributed to the participants of the meeting, was confirmed as the procedure for the meeting and admitted as Appendix 2 of the minutes.

3
ELECTION OF PERSONS TO SCRUTINISE THE MINUTES AND TO SUPERVISE THE COUNTING OF VOTES

It was decided unanimously to choose Heikki Kauppi and Ari Kiiras as persons to scrutinise the minutes and, where necessary, to supervise the counting of votes.

4
RECORDING THE LEGALITY AND QUORUM OF THE MEETING

It was established that notice of the meeting had been sent to shareholders via its publication in the periodicals “Tekniikka & Talous”, and “Talouselämä”, on 5th March 2010 (Appendices 3 and 4). The notice was also published as a stock exchange bulletin on 5th March 2010 (Appendix 5).

It was noted that the meeting documentation, as required in Chapter 5, Section 21, subsection 1 of the Companies Act, had been available at the latest on 24th March 2010 from the company's headquarters and its website and that copies of it had been sent to shareholders who had requested the material and, finally, that the material had been made public at the general meeting.

It was established that the meeting was legal and a quorum was present.

5
RECORDING THE ATTENDANCE AT THE MEETING AND CONFIRMING THE LIST OF VOTES

It was noted that the shareholders' register was available at the general meeting.

A participation list and a list of votes were presented at the beginning of the meeting, according to which there were 62 share holders present at the beginning of the meeting, either in person or through legal or authorised representatives, corresponding to 30 980 596 shares and, taking into account the voting restrictions of the company's Articles of Association, 24 013 432 votes.

It was noted that the attendance status at the beginning of the meeting and the list of votes were entered into the minutes as Appendix 6. It was established that the list of votes will be confirmed again to correspond to the attendance upon the beginning of a potential vote.

6
PRESENTATION OF THE FINANCIAL STATEMENTS, CONSOLIDATED FINANCIAL STATEMENTS, ANNUAL REPORT AUDITORS REPORT AND THE CEO'S REVIEW

The Chairman of the meeting stated that the annual accounts were available on the company's website and that they had been distributed to participants at the meeting.

CEO Juha Blomster presented the accounts, which included the profit and loss statement, the balance sheet, the statement of source and application of funds including its appendices, the consolidated financial statements and the board's annual report for the period January 1st - 31st December 2009, which was appended to the minutes (Appendix 7), and presented the CEO's review, which was recorded as Appendix 8. The Chairman of the meeting explained the audit report, which was recorded as Appendix 9.

7
ADOPTION OF THE FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS

After discussion it was decided unanimously to adopt the company's financial statements and consolidated financial statements for the financial year January 1st to 31st December 2009.

8
RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF DIVIDENDS

It was established that the board had proposed to the general meeting, that for the fiscal year 1st January to 31st December 2009, no dividend should be paid nor should invested unrestricted shareholders' equity be returned.

After discussion it was decided unanimously to accept the board's proposal that no dividend be paid or invested unrestricted shareholders' equity be returned.

9
RESOLUTION TO DISCHARGE THE MEMBERS OF THE BOARD OF DIRECTORS AND CEO FROM LIABILITY

After discussion it was decided unanimously to discharge the Board of Directors and the CEO of liability regarding the financial year January 1st to 31st December 2009.

10
RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

It was noted that during the current term, the Chairman of the Board has been paid a monthly fee of EUR 4 000 Euros, the Vice Chairman a fee of EUR 2 500 per month and the other members EUR 2 000 per month.

It was noted that shareholders who together represent approximately 47 percent (approx. 31 per cent, taking into account the voting restrictions in the Articles of Association) of the voting shares, had reported a proposal to the general meeting for the Chairman of the Board to be paid a monthly fee of EUR 4 000, the Vice Chairman EUR 2 500 per month and members of the Board EUR 2 000 per month. Thus the fees shall remain unchanged.

Juha-Petri Loimovuori, representing Kauppalehti Oy Ltd. and Alma Media Corporation, suggested in accordance with the shareholders' declaration supplied with the meeting invitation, that the current practice would continue and that the fees would be kept at the current level. It was noted that Loimovuori's suggestion was backed not only by Kauppalehti Oy Ltd. and Alma Media Corporation but also by Dia-Tieto Oy Ltd., The Union of Professional Engineers in Finland UIL ry, Insinööritieto Oy Ltd. and Ilmarinen the Mutual Pension Insurance Company, which together represent about 47 percent of the company's shares.

Kai Mäkelä, representing Oy Herttaässä Ab Ltd. and Setelium Oy Ltd., suggested that the current board member fees be halved, with the Chairman receiving a monthly fee of EUR 2 000, the Vice Chairman EUR 1 250 per month and board members EUR 1 000 per month.

The Chairman noted that there were two opposing suggestions. Represented after confirmation of the list of votes, were 63 shareholders and (taking voting restrictions into consideration) 24 013 433 votes, of which 16 346 298 were in support of Loimovuori's proposal to keep the current fees 7 658 734 in favour of Makelä's proposal of halving the fees, and 8 401 were not cast.

After the vote it was decided to pay Board members' fees in accordance with Loimovuori's proposal.

11
RESOLUTION ON THE NUMBER OF BOARD MEMBERS

It was established that according to Section 4 of the Articles of Association, the Board of Directors consists of three (3) to (8) members. According to Section 10, subsection 6, the Annual General Meeting must decide on the number of board members.

It was established that the shareholders, who together represent approximately 47 percent of the company's votes (approx. 31 per cent, taking into account the voting restrictions), reported to have proposed to the Annual General Meeting the figure of six (6) board members.

Juha-Petri Loimovuori, representing Kauppalehti Oy Ltd. and Alma Media Corporation, suggested in accordance with the shareholders' declaration supplied with the meeting invitation, that the number of board members should be six (6).

Kai Mäkelä suggested that the number of board members should be seven (7).

The Chairman noted that there were two opposing suggestions. Represented after confirmation of the list of votes, were 58 shareholders and (taking voting restrictions into consideration) 24 001 415 votes, of which 19 184 364 were in support of Loimovuori's proposal to have six (6) board members, and 4 683 958 in favour of Makelä's proposal of having seven (7) board members. There were 122 692 rejected votes and 10 401 unused votes.

After the vote it was decided that the number of board members should be six (6).

12
ELECTION OF THE BOARD OF DIRECTORS, THE CHAIRMAN OF THE BOARD AND THE VICE CHAIRMAN

It was established that according to subsections 9 and 10 of Section 10 of the Articles of Association the Annual General Meeting must decide on the election of Board of Directors, Chairman of the Board and Vice Chairman.

It was established that the shareholders who together represent approximately 47 percent of the company's votes (approx. 31 percent, taking voting restrictions into consideration), reported to have proposed to the Annual General Meeting that the current members Harri Kainulainen, Eero Lehti, Atte Palomäki and Merja Strengell be re-selected, and that Joachim Berner, MBA, BBA and CEO of Alma Media Corporation, Kai Telanne, be selected as new members. In addition, said shareholders had indicated to the Annual General Meeting a proposal to elect Merja Stengell as Chairman of the Board and Kai Telanne as Vice Chairman. The reported persons had given their consent to the task.

Juha-Petri Loimovuori, representing Kauppalehti Oy Ltd. and Alma Media Corporation suggested in accordance with the shareholders' declaration supplied with the meeting invitation, that Merja Strengell be elected as Chairman of the Board, the new member Kai Telanne be elected as the Vice Chairman, Joachim Berner as new member and that the current members Harri Kainulainen, Eero Lehti and Atte Palomäki be re-elected as members of the board.

After discussion it was decided unanimously to elect, with their consent, Merja Strengell as Chairman, Kai Telanne as Vice Chairman and Harri Kainulainen, Eero Lehti, Atte Palomäki and Joachim Berner as members of the Board of Directors.

13
RESOLUTION ON THE REMUNERATION OF THE AUDITOR

It was established that the Board had proposed to the Annual General Meeting that the auditor be paid a fee in accordance with presented invoice.

It was decided unanimously that the auditor should be paid a fee according to their presented invoice.

14
ELECTION OF THE AUDITOR

It was established that according to Section 8 of the company's Articles of Association, the company has one (1) ordinary auditor, who must be Chartered Accountants.

It was established that the Board had proposed to the Annual General Meeting to elect PricewaterhouseCoopers Oy Ltd. as the company's auditor, with Juha Wahlroos having the principal responsibility for the conduct of the audit.

It was decided unanimously to elect PricewaterhouseCoopers Oy Ltd. as the company's auditor.

15
PERIODICALS USED FOR THE PUBLICATION OF THE NOTICE OF THE ANNUAL GENERAL MEETING

It was established that according to Section 9 of Articles of Association, the Notice of Annual General Meeting must be published in at least two (2) periodicals chosen by the general meeting. According to subsection 8 of Section 10, the Annual General Meeting must decide on the periodicals that the Notice is published in.

It was decided unanimously that the Notice can be published, in a manner separately determined by the Board, in the following periodicals: Helsingin Sanomat, Kauppalehti, Talouselämä and/or Tekniikka & Talous.

16
PROPOSAL BY THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF ASSOCIATION

It was noted that the Board had proposed, in light of changes in the Companies Act, that the Period of Notice for the Annual General Meeting, as presented in Section 9 of the Articles of Association, be changed so that the Notice can be sent, at earliest, three (3) months prior and, at latest, three (3) weeks prior to the Annual General Meeting, but no later than nine (9) days before the record date of the Annual General Meeting. Under Section 9 of the current Articles of Association, the invitation to the Annual General Meeting shall be communicated to shareholders, at earliest, two (2) months and, at latest, seventeen (17) days before to the meeting. The Board's suggestion was recorded in the minutes as Appendix 10

It was agreed unanimously to amend the company's Period of Notice for the Annual General Meeting in Articles of Association, according to the Board's suggestion.

17
AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY'S OWN SHARES

It was noted that the Board had proposed to the Annual General Meeting to authorise the Board to decide on repurchase of the company's own shares. A proposal was presented by the Board, and recorded in the minutes as Appendix 11 authorisation regarding the repurchase of the company's own shares.

It was decided unanimously to authorise the Board to decide on the acquisition of the company's own shares in accordance with the Board's proposal.

18
AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUE OF SHARES INCLUDING THE CONVEYANCE OF THE COMPANY'S OWN SHARES AND THE GRANTING OF SPECIAL RIGHTS

It was established that the Board had proposed to the Annual General Meeting that the Board be authorised to decide on the issue of shares, including the conveyance of the company's own shares and the granting of special rights. A proposal was presented by the Board as authorisation regarding the issue of shares, including the conveyance of the company's own shares and granting special rights. The proposal was recorded in the minutes as Appendix 12.

After discussion, it was decided unanimously to authorise the Board to decide on the issue of shares, including the conveyance of the company's own shares, as well as the granting of special rights in accordance with the Board's proposal.

19
CLOSING THE MEETING

The Chairman stated that all the items on the agenda had been handled.

The Chairman stated that the minutes of the meeting would be available to shareholders, at the latest, two (2) weeks from the meeting, i.e. in the 14th April 2010, from the company headquarters, as well as on the company's website.

The Chairman thanked the participants and closed the meeting at 16:04.


Confirmed

Harri Hynninen
Chairman of the Meeting

Lasse Rosegren
Secretary of the Meeting

Heikki Kauppi
Auditor of the Minutes

Ari Kiiras
Auditor of the Minutes



Unofficial translation. In case of doubt, the original Finnish copy is authoritative.