Helsinki, Finland, 2014-02-12 07:35 CET (GLOBE NEWSWIRE) --
Talentum Oyj Stock Exchange Release 12 February 2014, at 8.35 a.m.
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, 2014. The Annual General Meeting shall be held starting at 2 p.m. at Talentum head office auditorium, address Itämerenkatu 23, 00180 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 28, 2014.
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, 2014 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 27, 2014, REGARDING THE AUTHORIZATIONS TO THE BOARD OF DIRECTORS TO DECIDE ON ACQUISITION OF OWN SHARES
The Board of Directors proposes to the General Meeting that the General Meeting would authorize the Board of Directors, cancelling the previous authority, to decide on acquisition of own shares, including acceptance as pledge 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, 2015. 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 27, 2014, 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 General Meeting, that the General Meeting would authorize the Board of Directors to decide, cancelling the previous authority, 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 and the realisation of own shares accepted as pledge. The Board of Directors proposes to the 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, 2015. 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 27, 2014, FOR THE DISTRIBUTION OF DIVIDEND
The Board of Directors proposes to the Annual General Meeting that a dividend in the amount of EUR 0.04 to be distributed for financial year 1 January 2013 – 31 December 2013 (for 2012 funds were distributed from the invested non-restricted equity reserve of EUR 0.03 per share).
THE PROPOSAL OF THE BOARD OF DIRECTORS OF TALENTUM OYJ, TO THE ANNUAL GENERAL MEETING ON MARCH 27, 2014, REGARDING THE AUTHORIZATIONS TO THE BOARD OF DIRECTORS TO DECIDE ON THE DISTRIBUTION OF ADDITIONAL DIVIDEND OR THE DISTRIBUTION OF ASSETS FROM THE RESERVES OF UNRESTRICTED EQUITY
The Board of Directors proposes to the General Meeting that the General Meeting would authorize the Board of Directors to decide on the distribution of additional dividend from the retained earnings and/or distribution of assets from the reserve of invested unrestricted equity or both so that the distribution of dividend and/or other distribution of assets based on the authorisation would be in total a maximum of EUR 0.10 per share. The distribution of additional dividend and/or other distribution of assets could be made in one or more instalments. The authorizations would remain in force until the beginning of the next Annual General Meeting. The Board of Directors is otherwise authorized to decide on all the conditions regarding the distribution of additional dividend and/or other distribution of assets.
THE PROPOSAL OF THE BOARD OF DIRECTORS OF TALENTUM OYJ, TO THE ANNUAL GENERAL MEETING ON MARCH 27, 2014, REGARDING AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Board of Directors proposes that Article 9 of the Articles of Association would be amended in a way that the notice of the General Meeting of shareholders would be published either in a national newspaper or on the company's website. As a consequence of such amendment, Article 10 of the Articles of Association would be amended in a way that the decision on the newspapers where the notices to the general meeting shall be published would be deleted from the matters on the agenda of the Annual General Meeting, and the numbering in items 9 to 11 would be amended accordingly.
After the amendment, Article 9 of the Articles of Association would read as follows:
"9 § Calling a Meeting The Board of Directors convenes the General Meeting of shareholders. Notice to a General Meeting shall be published in a national newspaper or on the website of the company. Notice to the 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.
Helsinki, February 11, 2014
THE BOARD OF DIRECTORS
TALENTUM OYJ Aarne Aktan CEO
FURTHER INFORMATION CEO Aarne Aktan, tel. +358(0)40 342 4440
DISTRIBUTION NASDAQ OMX Helsinki Principal media www.talentum.com
