Helsinki, Finland, 2015-11-23 12:00 CET (GLOBE NEWSWIRE) -- Talentum Corporation Stock Exchange Release 23 November 2015, at 1.00 p.m.
TALENTUM CORPORATION - NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is given to the shareholders of Talentum Corporation to the Extraordinary General Meeting to be held on Tuesday, December 15, 2015, commencing at 09.00 a.m. at Talentum head office auditorium, Itämerenkatu 23, 00180 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 08.30. a.m.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING 1. Opening of the Meeting 2. Calling the Meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Legality and quorum of the Meeting
5. Recording the attendance at the Meeting and adoption of the list of votes
6. Amendment of the Articles of Association
The matter concerning the amendment of the Articles of Association on the grounds of the request of Alma Media Corporation pursuant to Chapter 5, Section 4 of the Companies Act to convene a General Meeting is addressed. According to the proposal included in the request, the Articles of Association of Talentum Corporation should be amended in a way that Section 12 should be removed and Section 4 amended so that the Board of Directors shall appoint the chairperson and vice chairperson from among its members. After the amendment, Section 4 of the Articles of Association would read as follows:
"There shall be at least three (3) and at most eight (8) members of the Board of Directors. The term of the Board members shall end with the conclusion of the Annual General Meeting following the appointment of the member. The Board of Directors shall appoint the chairperson and vice chairperson from among its members."
7. Resolution on the number of the members of the Board of Directors
The matter concerning the number of the members of the Board of Directors on the grounds of the request of Alma Media Corporation pursuant to Chapter 5, Section 4 of the Companies Act to convene a General Meeting is addressed. According to the proposal included in the request, the number of the members of the Board of Directors of Talentum Corporation would be four (4).
8. Resolution on the remuneration of the members of the Board of Directors
The matter concerning the remuneration of the members of the Board of Directors on the grounds of the request of Alma Media Corporation pursuant to Chapter 5, Section 4 of the Companies Act to convene a General Meeting is addressed. According to the proposal included in the request, no remuneration would be paid to the members of the Board of Directors of Talentum Corporation who are in the employment or service relationship with Alma Media Corporation or a company belonging to the same group of companies with it.
9. Election of the members of the Board of Directors
The matter concerning the election of the members of the Board of Directors on the grounds of the request of Alma Media Corporation pursuant to Chapter 5, Section 4 of the Companies Act to convene a General Meeting is addressed. According to the proposal included in the request, Alma Media Corporation's Chief Executive Officer Kai Telanne, Chief Financial Officer Juha Nuutinen and General Counsel Mikko Korttila and Kauppalehti Oy's Chief Executive Officer Juha-Petri Loimovuori would be elected as members of the Board of Directors of Talentum Corporation for the term ending at the close of the following Annual General Meeting.
10. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals relating to the agenda of the General Meeting are included in this notice in their entirety. This notice is available on Talentum Corporation’s website at www.talentum.com. The proposals are also available at the General Meeting. Copy of this notice will be sent to the shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website on Tuesday, December 29, 2015 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. The right to participate and registration
Each shareholder, who is registered on Thursday, December 3, 2015 (record date of the General Meeting) in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder, who wants to participate in the General Meeting, shall register the participation for the General Meeting no later than on Thursday, December 10, 2015 at 4.00 p.m . Such notice can be given:
a) by email to the address yhtiokokous@talentum.com
b) by telephone + 358 (0) 40 718 7834 or
c) by letter to the address Talentum Oyj, Osakerekisteri, PL 920, 00101 Helsinki.
The registration must reach the company prior to the expiry of the registration period.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Talentum Corporation is used only in connection with the General Meeting and with the processing of related registrations.
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the General Meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered in originals to the address Talentum Oyj, Osakerekisteri, PL 920, 00101 Helsinki before the last date for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares may be temporarily entered into the shareholders’ register for the participation in the General Meeting if a shareholder is entitled to be entered into the shareholders’ register based on the shares on the record date of the General Meeting. Entering into the temporary shareholders’ register is at the same time deemed to be a registration to the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the General Meeting, to be temporarily entered into the shareholders’ register of the company as described above on Thursday, December 10, 2015 at 10.00 a.m. at the latest.
Further information on this can be found on the company’s website at www.talentum.com .
4. Other information
On the date of this notice, November 23, 2015, the total number of shares and votes in the company is 44,295,787. The company has one (1) class of shares and each share gives one (1) vote. According to Section 12 of the Articles of Association of the company no shareholder may, at the General Meeting, exercise more than 1/6 of the total number of the votes represented by the issued and outstanding shares of the company. If the companies or enterprises belonging to the same group, or if a foreign company, which, if it were Finnish, would belong to the same group and/or if the pension foundation or pension fund of such companies or enterprises together own company shares in excess of 1/6 of the total number of votes said companies can only vote at the General Meeting with shares representing a maximum of 1/6 of the total number of the votes.
Helsinki, November 23, 2015
TALENTUM CORPORATION
THE BOARD OF DIRECTORS
FURTHER INFORMATION
CEO Aarne Aktan, tel. + 358 (0) 40 342 4440
DISTRIBUTION
NASDAQ OMX Helsinki
Principal media
www.talentum.com
