Talenom Plc, Stock exchange release 23 April 2026 at 14:10 EEST

Resolutions of Talenom Plc’s Annual General Meeting 2026 and organisational meeting of the Board of Directors

The Annual General Meeting of Talenom Plc was held on 23 April 2026. The meeting was held as a remote meeting in accordance with Article 7 of Talenom Plc’s Articles of Association and Chapter 5, Section 16, Subsection 3 of the Limited Liability Companies Act, in which shareholders fully exercise their decision-making power in real time during the meeting by means of a telecommunication connection and a technical aid. Shareholders could also exercise their voting rights by voting in advance.

The Annual General Meeting adopted the parent company’s and consolidated financial statements for the financial year ended on 31 December 2025, discharged the members of the Board of Directors and the CEO from liability and approved all proposals made by the Board of Directors to the Annual General Meeting. The Annual General Meeting also adopted the remuneration report of the company's governing bodies.

Dividend

The Annual General Meeting resolved that a dividend of EUR 0.03 per share will be paid for the financial year 1 January–31 December 2025. The dividend will be paid to a shareholder who on the dividend record date, 27 April 2026, is registered in the company’s shareholders’ register maintained by Euroclear Finland Oy. The dividend will be paid on 5 May 2026.

In addition, the Annual General Meeting authorised the Board of Directors 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 would thus be a maximum of EUR 0.05 per share. Undistributed profits shall remain in equity. No dividend shall be paid on treasury shares held by the company.

Should the Board of Directors make a separate decision on dividend distribution based on the authorisation, the company will publish such a Board decision separately. Dividends distributed based on a potential decision by the Board of Directors will be paid to a shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date of the dividend payment. The Board of Directors will decide on the record date in connection with the dividend payment decision.

Composition and remuneration of the Board of Directors

The Annual General Meeting confirmed 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 the members of the Board of Directors for a new term. Mikko Siuruainen was elected as the Chairperson of the Board. The Annual General Meeting resolved that the number of the members of the Board of Directors shall be five.

It was resolved that a remuneration of EUR 4,500 per month will be paid to the Chairperson of the Board of Directors and EUR 2,200 per month to other members of the Board of Directors. The remuneration will be paid entirely in cash. Additionally, the travel expenses of the members of the Board of Directors will be compensated in accordance with the company’s travel policy.

Election and remuneration of the auditor and sustainability reporting assurer

The Annual General Meeting resolved that KPMG Oy Ab, a firm of authorised public accountants and sustainability auditors, continues as the company's auditor and as the statutory sustainability reporting assurer. Juho Rautio, APA, ASA, continues as the principal auditor and principally responsible sustainability reporting assurer. The auditor's term will continue until the end of the next Annual General Meeting. The auditor and the statutory sustainability reporting assurer will be paid a fee in accordance with a reasonable invoice approved by the company.

Authorising the Board of Directors to decide on the acquisition and on acceptance as pledge of the Company’s own shares

The Annual General Meeting authorised the Board of Directors to resolve 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 Oy.

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.

The authorisation will remain valid until the closing of the next Annual General Meeting. Authorisation replaces the previous authorisation to repurchase own shares granted by the Annual General Meeting on 19 March 2025.

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 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.

The authorisation remains 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.

Organisational meeting of the Board of Directors

The Annual General Meeting elected Mikko Siuruainen as the Chairperson of the Board in accordance with the Board's proposal.

All Board members are independent of the company and its significant shareholders, with the exception of Erik Tahkola, who is not independent of the largest shareholders, and Henriikka Pakarinen, who is not independent of the company or the largest shareholders.

Minutes of the Annual General Meeting

The minutes of the Annual General Meeting will be available on the site https://investors.talenom.com/en/investors/corporate_governance/annual_general_meeting_2026 as of 7 May 2026 at the latest.

Talenom Plc

Further information:

Juho Ahosola
CEO, Talenom Plc
+358 50 525 6043
juho.ahosola@talenom.fi

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