Talentum Oyj Company Announcement March 2, 2010, At 9.15 AM
Talentum Board of Directors convenes the Annual General Meeting to be held on March 31, 2010. The Annual General Meeting shall be held starting at 2 p.m. at Radisson Blu 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 on March 5, 2010.
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 31, 2010, REGARDING TO AMEND THE ARTICLES OF ASSOCIATION
The Board of Directors proposes to the Annual General Meeting that the convocation period referred to in Section 9 of the Articles of Association of the company will be amended based on the amendment of the Companies Act so that the notice of a General Meeting shall be delivered at the earliest three (3) months and at the latest three (3) weeks before the Meeting, but in any case at least nine (9) days before the record date of the General Meeting. According to Section 9 of the Articles of Association currently in force, the notice of a General Meeting shall be delivered at the earliest two (2) months and at the latest seventeen (17) days before the Meeting.
THE PROPOSAL OF THE BOARD OF DIRECTORS OF TALENTUM OYJ TO THE ANNUAL GENERAL MEETING ON MARCH 31, 2010, 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 June 30, 2011. 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 31, 2010, 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 authorizations would remain in force until June 30, 2011. 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 31, 2010, REGARDING THE USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND DECIDING THE PAYMENT OF A DIVIDENT
The Board of Directors proposes to the Annual General Meeting that no dividend is distributed for the financial period from January 1, 2009 to December 31, 2009.
Helsinki on March 2, 2010
BOARD OF DIRECTORS
TALENTUM OYJ
Juha Blomster
CEO
FURTHER INFORMATION
Lasse Rosengren, General Counsel, tel. + 358 (0)40 342 4204
DISTRIBUTION
NASDAQ OMX Helsinki
Principal media
