Notice to the Annual General Meeting of Talenom Plc
Talenom Plc, Stock exchange release 25 March 2026 at 8:15 EET
Notice to the Annual General Meeting of Talenom Plc
Notice is given to the shareholders of Talenom Plc (the "Company") of the Annual General Meeting to be held on Thursday, 23 April 2026, at 10:00 a.m. (Finnish time).
The meeting will be held as a remote meeting in accordance with Section 7 of the Articles of Association of Talenom Plc and Chapter 5, Section 16, Subsection 3 of the Companies Act, in which shareholders fully exercise their decision-making powers by the use of telecommunications and technical means during the remote meeting in real time. The remote meeting does not have a physical meeting venue which shareholders or their proxy representatives could attend in person.
Shareholders can exercise their voting rights also by voting in advance. The Board of Directors recommends that shareholders vote in advance even in case they participate in the remote meeting. Instructions for advance voting and related notices are presented in this notice under section C “Instructions for the participants in the General Meeting”.
A. Matters on the agenda of the General Meeting
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of person to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements of the parent company, the consolidated financial statements, the report of the Board of Directors, the auditor's report and the sustainability reporting assurance provider’s report for the financial year ended 31 December 2025
Presentation of the CEO's review.
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of funds and authorisation of the Board of Directors to resolve on the distribution of funds
The Board of Directors proposes to the General Meeting that the General Meeting makes the following resolutions:
8a. The Board of Directors proposes that the General Meeting resolves that a dividend of EUR 0.03 per share be paid for the financial year 1 January – 31 December 2025. The dividend will be paid to a shareholder who on the record date of the dividend payment, 27 April 2026, is registered in the Company's shareholders' register held by Euroclear Finland Oy. The Board of Directors proposes that the dividend be paid on 5 May 2026.
8b. The Board of Directors also proposes that the General Meeting authorises the Board of Directors, in addition to the resolution in item 8a, to further resolve at its discretion on the distribution of dividends as follows:
The total amount of the dividend distribution based on this authorisation shall not exceed EUR 0.02 per share. The authorisation is valid until the opening of the next Annual General Meeting.
The total aggregate maximum dividend for the financial year 1 January – 31 December 2025 in items 8a and 8b would thus be a maximum of EUR 0.05 per share.
Undistributed profits shall remain in equity. Dividend shall not be paid to treasury shares held by the Company.
In case the Board of Directors makes a separate resolution on the distribution of dividend based on this authorisation, the Company will separately publish announcement of such Board of Directors' resolution.
The dividend payment based on a possible resolution of the Board of Directors will be paid to a shareholder who on the record date of the dividend payment is registered in the Company's shareholders' register held by Euroclear Finland Oy. The Board of Directors will resolve on the record date in connection with the dividend payment resolution.
9. Resolution on the discharge of the members of the Board of Directors and CEO from liability for the financial year 1 January – 31 December 2025
10. Consideration of the Remuneration Report for governing bodies
The Remuneration Report for the Company's governing bodies for 2025 is available on the Company's website at https://investors.talenom.com/en/investors/corporate_governance/annual_general_meeting_2026.
The Board of Directors proposes the acceptance of the Remuneration Report 2025. The resolution is advisory in accordance with the Companies Act.
11. Resolution of the remuneration of the members of the Board of Directors
The Board of Directors proposes that a remuneration of EUR 4,500 per month be paid to the Chair of the Board of Directors and EUR 2,200 per month to other members of the Board of Directors. It is proposed that all fees be paid in cash. Additionally, the travel expenses of the members of the Board of Directors would be compensated in accordance with the Company's travel policy.
12. Resolution on the number of members of the Board of Directors
It is proposed to the General Meeting that the number of the members of the Board of Directors be confirmed as five (5).
13. Election of the members of the Board of Directors
The Board of Directors proposes to the General Meeting that Mikko Siuruainen, Elina Tourunen, Erik Tahkola, Lauri Lipsanen and Henriikka Pakarinen of the current members of the Board of Directors are re-elected as members of the Board of Directors.
The Board of Directors further proposes that Mikko Siuruainen be elected Chair of the Board of Directors.
All candidates have given their consent to the election and are independent of the Company and its significant shareholders, with the exception of Erik Tahkola, who is not independent of significant shareholders, and Henriikka Pakarinen, who is neither independent of the Company nor significant shareholders.
The term of the members of the Board of Directors will run until the end of the next Annual General Meeting.
The presentation and shareholdings of the members of the Board of Directors are available at the Company's website at https://investors.talenom.com/en/investors/corporate_governance/board_of_directors.
With respect to the election procedure of the members of the Board of Directors, the Board of Directors recommends that the shareholders take a position on the proposal as a whole.
14. Remuneration of the auditor and the sustainability reporting assurer
The Board of Directors proposes to the General Meeting that the auditor’s and the statutory sustainability reporting assurer’s remuneration be paid according to a reasonable invoice approved by the Company.
15. Election of the auditor and the sustainability reporting assurer
The Board of Directors proposes to the General Meeting that KPMG Oy Ab, Authorised Public Accountants and the sustainability audit firm, be re-elected as the auditor and the statutory sustainability reporting assurer of the Company for the term ending at the end of the next Annual General Meeting. KPMG Oy Ab has informed the Company that Juho Rautio, Authorised Public Accountant, Authorised Sustainability Auditor, would act as the principal auditor and the principally responsible sustainability reporting assurer.
16. Authorising the Board of Directors to decide on the acquisition and on acceptance as pledge of the Company’s own shares
The Board of Directors proposes that the General Meeting authorises the Board of Directors to decide on the acquisition and on the acceptance as pledge of the Company’s own shares. The authorisation covers in total a maximum of 150,000 shares in the Company, which corresponds to approximately 0.3 per cent of the Company’s registered shares. Only the unrestricted equity of the Company can be used to acquire own shares on the basis of the authorisation.
The Company’s own shares will be repurchased otherwise than in proportion to the existing shareholdings of the Company’s shareholders at the market price quoted at the time of the repurchase through trading organised by Nasdaq Helsinki Ltd on a regulated market. The Company’s shares will be acquired and paid for in accordance with the rules of Nasdaq Helsinki Ltd and Euroclear Finland Ltd.
The purpose of the acquisitions of the Company’s own shares and/or acceptances as pledge of the Company’s own shares is to develop the Company’s capital structure and/or to use the shares as consideration in the Company’s potential corporate acquisitions, in other business arrangements, as part of the Company’s share-based incentive plan, or to finance investments. The repurchased shares may either be held by the Company or be cancelled or conveyed. The Board of Directors of the Company decides on all other terms and conditions related to the share repurchases and/or acceptances as pledge.
It is proposed that the authorisation remain valid until the end of the next Annual General Meeting. The authorisation replaces the previous authorisation to repurchase own shares granted by the Annual General Meeting on 19 March 2025.
17. Authorising the Board of Directors to resolve on share issues and issues of option rights and other special rights entitling to shares
The Board of Directors proposes to the General Meeting that the General Meeting authorises the Board of Directors to decide on the issuance of shares, as well as the issuance of option rights and other special rights entitling to shares pursuant to Chapter 10, Section 1 of the Companies Act, in one or several tranches, so that by virtue of the authorisation altogether 4,000,000 new shares in the Company or shares possibly held by the Company may be issued and/or conveyed. The authorisation corresponds to approximately 8.7 per cent of the Company’s registered shares.
The authorisation may be used for the financing or execution of potential acquisitions or other arrangements or investments relating to the Company’s business, for the implementation of the Company’s share-based incentive plan or for other purposes resolved by the Board of Directors of the Company.
The authorisation entitles the Board of Directors of the Company to decide on all terms and conditions. The authorisation thus includes the right to issue shares also in proportion other than that of the shareholders’ current shareholdings in the Company under the conditions provided in law, the right to issue shares against payment or without charge, as well as the right to decide on a share issue without payment to the Company itself, subject to the provisions of the Companies Act on the maximum amount of treasury shares.
It is proposed that the authorisation remain valid until the closing of the next Annual General Meeting. The authorisation revokes all previous unused authorisations to resolve on the issuance of shares, option rights and other special rights entitling to shares.
18. Closing of the meeting
B. Documents of the General Meeting
The proposals for the decisions on the aforementioned matters on the above agenda of the General Meeting and this notice are available at the Company's website at https://investors.talenom.com/en/investors/corporate_governance/annual_general_meeting_2026. The Company's Annual Report, financial statements, the report of the Board of Directors, the auditor's report, the sustainability reporting assurance report and the remuneration report will be available on the above-mentioned website as of 2 April 2026 at the latest. A copy of the Annual Report will be sent to shareholders upon request.
The minutes of the General Meeting will be available on the above-mentioned website as of 7 May 2026 at the latest.
C. Instructions for the participants in the General Meeting
1. Exercising rights by the use of telecommunications and technical means
According to the Company's Articles of Association the Board of Directors may decide to hold a General Meeting without a meeting venue, in which case the shareholders fully exercise their decision-making powers by the use of telecommunications and technical means during the meeting in real time. The Company's Board of Directors has decided to organise the General Meeting as a remote meeting and to convene it in accordance with this notice to the General Meeting.
The General Meeting shall be attended in real time through Inderes Plc’s virtual general meeting service on the Videosync platform that includes a video and audio connection to the General Meeting. Participating in the General Meeting does not require software or loadings subject to charge. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for audio. Chrome, Firefox, Edge, Safari or Opera browsers are recommended for participation.
The link and password for the participation in the General Meeting will be sent by email and/or text message to the email address and/or phone number provided in connection with the registration to the General Meeting at the latest on the day preceding the General Meeting. It is recommended to log into the meeting system before the General Meeting’s starting time.
Shareholders who participate in the General Meeting in real time have all shareholder rights in use during the meeting, such as the right to present questions orally and the right to vote. Presenting questions orally requires a microphone in the device used for participating in the General Meeting.
More detailed information about the virtual general meeting service, additional instructions for proxy representatives when representing several shareholders, contact details of the service provider and instructions in case of an error situation are available at https://vagm.fi/support. Link to test the compatibility of a computer, smartphone or tablet and the network connection are available at https://b2b.inderes.com/knowledge-base/compatibility-testing. It is recommended that participants view the instructions for participation before the start of the General Meeting.
2. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on the record date of the General Meeting, on 13 April 2026, in the Company’s shareholders’ register held by Euroclear Finland Oy, 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 Company’s shareholders’ register.
Registration for the General Meeting will begin on 25 March 2026 at 4:00 p.m. (Finnish Time). A shareholder who is registered in the shareholders’ register of the Company and who wants to participate in the General Meeting, shall register for the meeting no later than on 16 April 2026 at 4:00 p.m. (Finnish time), by which time the registration must be received. The registration may be made:
a) on the Company’s website at https://investors.talenom.com/en/investors/corporate_governance/annual_general_meeting_2026.
Electronic registration requires strong authentication of the shareholder or his/her legal representative or proxy representative with a Finnish, Swedish or Danish bank ID or mobile certificate.
b) by email by submitting the registration and advance voting form, which is available on the Company’s website at the latest as of 25 March 2026, or corresponding information, addressed to agm@innovatics.fi.
c) by regular mail by submitting the registration (and advance voting form), which is available on the Company’s website at the latest as of 25 March 2026, or corresponding information, addressed to Innovatics Ltd, AGM / Talenom Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
In connection with the registration, a shareholder must state the requested information such as his/her name, date of birth/company identification number, address, e-mail address, telephone number and the name of a possible assistant or proxy representative and the proxy representative’s date of birth, telephone number and/or e-mail address. The personal data given to the Company and Innovatics Ltd is used only in connection with the General Meeting and with the processing of related registrations.
Further information regarding the registration and advance voting is available by telephone during the General Meeting’s registration period by calling Innovatics Ltd at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 noon and from 1:00 p.m. to 4:00 p.m. (Finnish time).
3. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e. on 13 April 2026, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by 20 April 2026, by 10:00 a.m. (Finnish time). As regards nominee registered shares this constitutes due registration for the General Meeting. Changes in shareholdings that take place after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s share of votes.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the Company’s shareholders’ register, the issuing of proxy documents, registration for the General Meeting and advance voting from his/her custodian bank. The account manager of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the General Meeting, temporarily into the Company’s shareholders’ register at the latest by the time stated above and, if necessary, arrange advance voting on behalf of a nominee-registered shareholder before the end of the registration period for nominee-registered shareholders. Further information is also available on the Company’s website at https://investors.talenom.com/en/investors/corporate_governance/annual_general_meeting_2026.
A holder of nominee-registered shares who has registered for the General Meeting may also participate in the General Meeting by the use of telecommunications and technical means in real time. In addition to the temporary registration into the shareholders’ register, the real-time participation in the General Meeting requires the delivery of the shareholder’s email address and telephone number and, if necessary, a proxy document and other documents necessary to prove the right of representation primarily by email to agm@innovatics.fi or alternatively as originals by mail to Innovatics Ltd, AGM / Talenom Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland before the end of the registration period for the holders of nominee-registered shares, so that the shareholders can be sent a participation link and password to participate in the General Meeting. If a holder of nominee-registered shares has authorised their custodian to cast advance votes on their behalf, such advance votes will be taken into account as advance votes of the nominee-registered shareholder at the General Meeting, unless the holder of nominee-registered shares votes otherwise during the General Meeting.
4. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative may also vote in advance as described in this notice. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. 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.
The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which they will be able to register and vote in advance on behalf of the shareholder who they represent.
Possible proxy documents shall be delivered before the end of the registration period primarily as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Talenom Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi. In addition to the delivery of proxy documents, a shareholder or his/her proxy representative shall ensure that he/she has registered for the General Meeting in the manner described above in this notice. A template power of attorney is available at https://investors.talenom.com/en/investors/corporate_governance/annual_general_meeting_2026.
Shareholders may also use the electronic Suomi.fi authorisation service instead of a traditional proxy document to authorise a proxy representative. The proxy representative is designated in the Suomi.fi service at www.suomi.fi/e-authorizations (authorisation topic: “Representation at the General Meeting”). The proxy representative is required to identify themselves with strong electronic authentication in the general meeting service during registration, after which the electronic authorisation will be checked automatically. Strong electronic authentication is available via personal online banking credentials or mobile certificate. More information on the electronic authorisation is available on www.suomi.fi/e-authorizations.
5. Advance voting
A shareholder, whose shares are registered on his/her personal Finnish book-entry account, can participate in the General Meeting by voting in advance on certain items on the agenda of the General Meeting during the period from 25 March 2026 at 4:00 p.m. until 16 April 2026 at 4:00 p.m. (Finnish time)
a) on the Company’s website https://investors.talenom.com/en/investors/corporate_governance/annual_general_meeting_2026; or
b) by email or mail by submitting the advance voting form, which will be made available on the Company’s website at https://investors.talenom.com/en/investors/corporate_governance/annual_general_meeting_2026, or corresponding information, to Innovatics Ltd by email to agm@innovatics.fi or by mail addressed to Innovatics Ltd, AGM / Talenom Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. The advance votes must be received by the end of the advance voting period.
It is not possible for shareholders who have voted in advance to use the right to request information or the right to request a vote stipulated in the Finnish Companies Act or to vote on a possible counterproposal unless the shareholder participates in the General Meeting or by way of proxy representation using telecommunications and technical means. A shareholder who has voted in advance and who also participates in the General Meeting in real time can, in a voting situation, if he/she wishes, change the votes given in advance.
With respect to nominee registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance during the registration period for the nominee registered shares on behalf of the represented nominee registered shareholders in accordance with the voting instructions given by them.
An agenda item subject to advance voting is considered to have been presented unchanged to the general meeting. The terms and conditions, and other instructions for electronic advance voting are available on the Company’s website at https://investors.talenom.com/en/investors/corporate_governance/annual_general_meeting_2026.
6. Other instructions and information
The language of the general meeting will be Finnish. Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the general meeting via the remote connection has the right to request information with respect to matters to be handled at the meeting.
Changes in shareholdings that take place after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s share of votes.
On the date of this notice to the General Meeting, 25 March 2026, the total number of shares and votes in Talenom Plc is 45,799,232.
Further information on registration and advance voting is available by telephone during the registration period from +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 noon and from 1:00 p.m. to 4:00 p.m. (Finnish time).
Oulu, 25 March 2026
TALENOM PLC
Board of Directors
Further information:
Juho Ahosola
President and CEO
tel. +358 50 525 6043
Talenom in brief
Talenom is a customer-centric and advanced accounting firm founded in 1972. Our mission is to help entrepreneurs succeed. We want to be a genuine partner to our customers and we help our customers with comprehensive accounting, payroll and expert services. Our vision is to be the most recommended financial partner. Talenom operates in Finland, Sweden and Spain. Talenom’s share is listed on the main market of Nasdaq Helsinki. Read more: investors.talenom.com/en