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

Talenom Plc, Stock exchange release, 3 March 2021 at 13:15 EET

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

The Annual General Meeting of Talenom Plc was held on 3 March 2021 in Helsinki. Shareholders and their proxy representatives could participate in the Annual General Meeting and exercise their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance. It was not possible to participate in the meeting in person at the meeting venue. The exceptional procedure for the meeting was based on the temporary legislative act to limit the spread of the Covid-19 pandemic approved by the Finnish Parliament. 

The Annual General Meeting adopted the financial statements for the financial year ended 31 December 2020 and resolved to discharge from liability the members of the Board of Directors and the CEO.

The use of the profit shown on the balance sheet and the payment of dividends

The Annual General Meeting resolved that a dividend of EUR 0.15 per share will be paid for the financial year 1 January–31 December 2020. Undistributed profits shall remain in equity.The dividend will be paid to shareholders who on the dividend record date, 5 March 2021, are registered as shareholders in the company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend payment date is 12 March 2021. Dividend shall not be paid to treasury shares held by the company.

Remuneration Report for governing bodies

The Remuneration Report of governing bodies was presented to the Annual General Meeting. The Annual General Meeting resolved to support the Remuneration Report.

The number and remuneration of 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 Annual General Meeting resolved that the number of the members of the Board of Directors shall be six.

Election of members of the Board of Directors

The Annual General Meeting elected Harri Tahkola, Mikko Siuruainen, Olli Hyyppä, Johannes Karjula and Sampsa Laine as the members of the Board of Directors for a new term of office and elected Elina Tourunen as new member of the Board of Directors. 

Election and remuneration of the auditor

The Board of Directors re-elected KPMG Oy Ab, authorised public accountant organisation, as the auditor of the company. Juho Rautio, authorised public accountant, will continue 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.

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 150,000 own 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 2022. The authorisation replaces the previous authorisation to repurchase own shares granted by the Annual General Meeting on 25 February 2020.

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 2,100,000 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 4.8 per cent of all shares in the company.

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 to issue share options 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 2022. The authorisation revokes all previous unused authorisations to resolve on the issuance of shares, option rights and other special rights entitling to shares.

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 based on an overall assessment. In addition, he is not considered to be independent of significant shareholders, as he owns more than 10% of the shares in the company.

•  Mikko Siuruainen is considered to be independent of the company and its significant shareholders.

•  Olli Hyyppä 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.
  
  
•  Elina Tourunen is considered to be independent of the company and its significant shareholders.
  
  
  

TALENOM PLC
BOARD OF DIRECTORS                               

Further information:

Otto-Pekka Huhtala
CEO
Talenom Plc
tel. +358 40 703 8554

Talenom is an agile and progressive accounting firm established in 1972. Our business idea is to make day-to-day life easier for entrepreneurs with the easiest-to-use digital tools on the market and highly automated services. In addition to comprehensive accounting services, we support our customers’ business with a wide range of expert services as well as financing and banking services. Our vision is to provide unbeatable accounting and banking services for SMEs.

Talenom has a history of strong growth – the average annual increase in net sales was approximately 15.5% between 2005 and 2020. At the end of 2020, Talenom had 912 employees in Finland and Sweden at a total of 47 locations. Talenom’s share is quoted on the main list of the Helsinki Stock Exchange.

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