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Resolutions of Talenom Plc’s Annual General Meeting and organisational meeting of the Board of Directors

25.02.2020 klo 13:00 Resolutions of Talenom Plc’s Annual General Meeting and organisational meeting of the Board of Directors

Talenom Plc, Stock exchange release, 25 February 2020 at 13:00

Resolutions of Talenom Plc’s Annual General Meeting and organisational meeting of the Board of Directors

The Annual General Meeting of Talenom Plc held on 25 February 2020 adopted of the financial statements of the parent company, the consolidated financial statements and the report of the Board of Directors for 2019 and discharged of the members of the Board of Directors and the CEO from liability.

The use of the profit shown on the balance sheet and the payment of dividend
The Annual General Meeting resolved that a dividend of EUR 0.75 per share will be paid for the financial year 1 January-31 December 2019. Undistributed profits shall remain in equity. The dividend will be paid to shareholders who on the dividend record date, 27 February 2020, are registered as shareholders in the company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend payment date is
5 March 2020. Dividend shall not be paid to treasury shares held by the company.

Talenom Plc’s remuneration policy
Talenom Plc’s remuneration policy was presented to the Annual General Meeting. The Annual General Meeting resolved to support the presented policy. The resolution of the Annual General Meeting is advisory.

The number and remuneration of the members of the Board of Directors
It was resolved that a remuneration of EUR 6,000 per month will be paid to the Chairman of the Board of Directors and EUR 2,000 per month to other members of the Board of Directors. Additionally, the travel expenses of the members of the Board of Directors will be compensated in accordance with the company’s travel policy. The number of the members of the Board of Directors was confirmed as six.

Election of the members of the Board of Directors
The Annual General Meeting re-elected Harri Tahkola, Mikko Siuruainen, Olli Hyyppä, Anne Riekki and Johannes Karjula as the members of the Board of Directors and elected Sampsa Laine as new member of the Board of Directors.

Election and remuneration of auditor
The Board of Directors re-elected KPMG Oy Ab, authorised public accountant organisation, as the auditor of the company, with Juho Rautio, authorised public accountant, as the principal auditor. The term of the auditor will run until the end of the next Annual General Meeting. The auditor will be remunerated according to the reasonable invoice approved by the company.

Share issue without payment
The Annual General Meeting resolved that in order to enhance the liquidity of the company's share, new shares shall be issued to the shareholders without payment in proportion to their holdings so that five (5) new shares will be issued for each share. In the share issue without payment, new shares will similarly be issued without payment to the company on the basis of treasury shares held by the company.

Based on the number of shares at the date of the notice to the Annual General Meeting, a total of 34,863,360 new shares will be issued. The shares shall be issued to the shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Ltd on the record date of the share issue on 27 February 2020. The share issue without payment will be executed in the book-entry system and will not require any actions by the shareholders. The registration of the new shares in the trade register will occur on 27 February 2020 and the registration of the new shares in the shareholders’ book-entry accounts will occur on 28 February 2020. The new shares will generate shareholder rights when they have been registered in the trade register and in the shareholders’ book-entry accounts, but the new shares do not entitle their holders to the dividend payment for the financial year 1 January-31 December 2019 resolved in the Annual General Meeting.

Authorising the Board of Directors to decide on the repurchase of own shares
The Annual General Meeting authorised the Board of Directors to resolve on the repurchase of a maximum of 300,000 shares in the company in one or several tranches using the company’s unrestricted shareholders' equity. The shares will be repurchased otherwise than in proportion to the shareholdings of the shareholders in public trading arranged by Nasdaq Helsinki Ltd for the market price at the moment of purchase.

The authorisation remains valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2021. The authorisation replaces the previous authorisation to repurchase own shares granted by the Annual General Meeting on 26 February 2019.

Authorising the Board of Directors to resolve on share issues and issues of option rights and other special rights entitling to shares
The Annual General Meeting authorised the Board of Directors to resolve on the issuance of shares and the issuance of special rights entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act in one or several tranches, either against payment or without payment.

The aggregate amount of shares to be issued, including the shares to be received based on special rights, must not exceed 1,800,000 shares. The Board of the Directors may resolve to issue new shares or to transfer own shares possibly held by the company. The maximum amount of the authorisation corresponds to approximately 4.3 per cent of all shares in the company on the date of the notice to the Annual General Meeting.

The Board of Directors is authorised to decide on all other matters related to the issuance of shares and special rights entitling to shares, including the right to deviate from the pre-emptive right of shareholders to subscribe for shares to be issued. The authorisation is used for the purposes of paying purchase prices of corporate acquisitions, share issues directed to personnel or share award schemes or for other purposes decided by the Board of Directors.

The authorisation remains valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2021. The authorisation revokes all previous unused authorisations to resolve on the issuance of shares, option rights and other special rights entitling to shares.

Amendment of the Articles of Association
The Annual General Meeting resolved to amend the Articles of Association of the company in order to, among other things, expand the field of business of the company and enable the increase of the number of members that can be elected to the Board of Directors. The sections 3 and 4 of the Articles of Association were amended to read as follows:

“3 § The company’s field of business

The company engages, both directly and through its subsidiaries, in accounting services, housing management, business consulting, company brokerage, insurance brokerage and auditing, financing activities as well as brokerage of financing and other services and products, payment service activities as stated in the Finnish Payment Services Act, sale and brokerage of services and products as well as IT, archiving and destroying services and related consultancy and rental activities. The company may own and administer real estate, shares and securities and engage in related trading and provide consulting services to the group’s subsidiaries in relation to strategy, management, financing, financial administration, human resources management or other sector of business activities.”

“4 § Board of Directors of the company

The company has a Board of Directors, consisting of at least four (4) and no more than eight (8) ordinary members. The term of the Board of Directors will end at the closing of the next Annual General Meeting following the election.”

Organisational meeting of the Board of Directors
In its organisational meeting held after the Annual General Meeting, the Board of Directors of Talenom Plc re-elected Harri Tahkola as Chairman of the Board of Directors. The Board of Directors has evaluated the independence of its members of the company and of significant shareholders as follows:

Harri Tahkola is not considered to be independent of the company as he belongs to the executive management of another company that has a significant client relationship with Talenom Plc. In addition, he is not considered to be independent of significant shareholders, as he owns more than 10% of the total number of shares in the company.Mikko Siuruainen is not considered to be independent of the company, as he belongs to the executive management of another company that has a significant client relationship with Talenom Plc. He is considered to be independent of significant shareholders.Olli Hyyppä is considered to be independent of the company and its significant shareholders.Anne Riekki is considered to be independent of the company and its significant shareholders.Johannes Karjula is considered to be independent of the company and its significant shareholders.Sampsa Laine is considered to be independent of the company and its significant shareholders.

The majority of the members of Talenom Plc Board of Directors is independent of the company. In addition, at least two members that are independent of the company are also independent from significant shareholders. Therefore, the Board of Directors of Talenom Plc meets the requirements of the Recommendation 10 (Independence of Directors) of the Finnish Corporate Governance Code, issued by the Finnish Securities Market Association.

Changes to the terms and conditions of option rights
The Board of Directors resolved, based on the terms and conditions of Talenom’s 2016, 2018 and 2019 option rights, to amend the number of shares to be subscribed and the subscription price due to the Annual General Meeting’s decision on share issue without payment. After the amendments, the total number of shares to be subscribed with 2016 option rights is 1,176,000, the total number of shares to be subscribed with 2018 option rights is 360,000 and the total number of shares to be subscribed with 2019 option rights is 1,200,000.

TALENOM PLC 
Board of Directors                                  

Further information:
Otto-Pekka Huhtala
CEO, Talenom Plc
tel. +358 40 703 8554

Talenom Plc is an accounting firm established in 1972. Talenom offers a wide range of accounting services as well as other expert and advisory services to support its clients’ business. The company has its own software development and it provides its clients with electronic financing tools.

Talenom Group’s net sales in 2019 amounted to EUR 58.0 million, with an increase of 18.6% compared to 2018. Talenom has a history of strong growth – the average annual increase in net sales was approximately 15.7% between 2005 and 2019.

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Nasdaq Helsinki
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www.talenom.fi


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