Talenom Plc Stock exchange release 27 January 2026 at 11:30 EET
Resolutions by Talenom Plc’s Extraordinary General Meeting
The Extraordinary General Meeting of Talenom Plc (the “Company”), which was held today, on 27 January 2026, resolved on the partial demerger of Talenom and, as part of the demerger resolution and conditional upon the completion of the demerger, on the establishment of a new independent company to be named Easor Plc (”Easor”), the composition of the Board of Directors of Easor, the amendment of the Articles of Association of the Company and authorising the Board of Directors of Easor to issue shares and special rights entitling to shares in Easor and to decide on acquisition of Easor’s own shares and on acceptance as pledge of Easor’s own shares. The Extraordinary General Meeting resolved, conditional upon the completion of the demerger, on the remuneration of the Board of Directors, the election and remuneration of the auditor of Easor, and adopted the remuneration policy of Easor. The Extraordinary General Meeting also resolved, conditional upon the completion of the demerger, on the composition of the Board of Directors of the Company, as well as on the remuneration of the Board of Directors of the Company.
Resolution on the Partial Demerger of Talenom Plc
The Extraordinary General Meeting resolved on the partial demerger of Talenom in accordance with the demerger plan approved by the Board of Directors and signed on 24 October 2025 and approved the demerger plan. As part of the demerger resolution and conditional upon the completion of the demerger, the Extraordinary General Meeting resolved on the incorporation of Easor and the approval of its Articles of Association.
Composition of the Board of Directors of Easor
As part of the demerger resolution and conditional upon the completion of the demerger, the Extraordinary General Meeting confirmed the number of members of the Board of Directors of Easor as four (4). Harri Tahkola was elected as Chair of the Board of Directors, and Johannes Karjula, Saara Kauppila and Taina Sipilä as members of the Board of Directors of Easor. The term of the members of the Board of Directors shall commence on the effective date and expire at the end of the first Annual General Meeting of Easor following the effective date.
Resolution on the amendment of the Articles of Association of the Company
The Board of Directors of Talenom had proposed that the Articles of Association of Talenom shall not be amended upon the registration of the completion of the demerger.
Authorising the Board of Directors of Easor to issue shares and special rights entitling to shares in Easor
As part of the demerger resolution and conditional upon the completion of the demerger, the Extraordinary General Meeting authorised the Board of Directors of Easor to decide on the issuance of shares and special rights entitling to shares in Easor under the following terms and conditions:
As set out in detail in Section 19.1 of the demerger plan, the Board of Directors of Easor is, by virtue of the authorisation, authorised to decide, following the completion of the demerger, on the issuance of shares, as well as the issuance of option rights and other special rights entitling to shares, so that altogether 2,200,000 shares in Easor may be issued and/or conveyed under the authorisation.
The authorisation may be used for the financing or execution of potential acquisitions or other arrangements or investments relating to Easor’s business, for the implementation of Easor’s share-based incentive plan or for other purposes resolved by the Board of Directors of Easor.
The authorisation entitles the Board of Directors of Easor to decide on all terms and conditions. The authorisation thus includes the right to issue shares also in a proportion other than that of the shareholders’ current shareholdings in Easor 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 Easor itself.
The authorisation is valid until the conclusion of the first Annual General Meeting held by Easor following the completion of the demerger.
Authorising the Board of Directors of Easor to decide on acquisition of Easor’s own shares and on acceptance as pledge of Easor’s own shares
As part of the demerger resolution and conditional upon the completion of the demerger, the Extraordinary General Meeting authorised the Board of Directors of Easor to decide on acquisition of Easor’s own shares and on acceptance as pledge of Easor’s own shares under the following terms and conditions:
As set out in detail in Section 19.2 of the demerger plan, the Board of Directors of Easor is, by virtue of the authorisation, authorised to decide, following the completion of the demerger, on the acquisition of Easor’s own shares and on the acceptance as pledge of Easor’s own shares. The authorisation covers in total a maximum of 150,000 of Easor’s own shares. Own shares will be repurchased otherwise than in proportion to the existing shareholdings of Easor’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 purpose of the acquisitions of Easor’s own shares and/or acceptances as pledge of Easor’s own shares is to develop Easor’s capital structure and/or to use the shares as consideration in Easor’s potential corporate acquisitions, in other business arrangements, as part of Easor’s share-based incentive plan, or to finance investments. The repurchased shares may either be held by Easor or be cancelled or conveyed. The Board of Directors of Easor decides on all other terms and conditions related to the share repurchases and/or acceptances as pledge.
The authorisation is valid until the conclusion of the first Annual General Meeting held by Easor following the completion of the demerger.
Other resolutions related to the Partial Demerger
Remuneration of the Board of Directors of Easor
Conditional upon the completion of the demerger, the Extraordinary General Meeting resolved that the monthly fees to be paid to the members of the Board of Directors of Easor be as follows: Chair EUR 3,500 and members EUR 1,850.
All fees shall be paid in cash. Additionally, the travel expenses of the members of the Board of Directors would be compensated in accordance with the travel policy to be drafted for Easor.
Easor’s Auditor
Conditional upon the completion of the demerger, the Extraordinary General Meeting elected KPMG Oy Ab, Authorised Public Accountants, as Easor’s auditor. KPMG Oy Ab has informed the Company that Juho Rautio, Authorised Public Accountant, would act as Easor’s auditor with principal responsibility.
Conditional upon the completion of the demerger, the Extraordinary General Meeting resolved that the remuneration of Easor’s auditor be paid in accordance with an invoice approved by Easor.
Remuneration Policy of Easor
Conditional upon the completion of the demerger, the Extraordinary General Meeting resolved to adopt the remuneration policy for the governing bodies of Easor. The resolution was advisory.
Composition and remuneration of the Board of Directors of the Company
Conditional upon the completion of the demerger, the Extraordinary General Meeting confirmed the number of members of the Board of Directors of the Company as five (5). The Extraordinary General Meeting resolved that Mikko Siuruainen, Elina Tourunen and Erik Tahkola continue to serve as members of the Board of Directors of the Company, and that Lauri Lipsanen and Henriikka Pakarinen are elected as new members of the Board of Directors of the Company for a term commencing on the effective date and expiring at the end of the next Annual General Meeting of the Company. Mikko Siuruainen was elected as the Chair of the Board of Directors of the Company as of the effective date.
The Extraordinary General Meeting resolved that the monthly fees to be paid to the members of the Board of Directors of the Company be as follows: Chair EUR 4,500 and members EUR 2,200.
All fees shall 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.
The minutes of the Extraordinary General Meeting will be available on the Company’s website at https://investors.talenom.fi/en/investors/corporate_governance/egm_2026 on 10 February 2026 at the latest.
TALENOM PLC
Otto-Pekka Huhtala
CEO
For more information:
Otto-Pekka Huhtala, CEO, tel. +358 40 7038554
Matti Eilonen, CFO, tel. +358 40 7534335
About Talenom
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: https://investors.talenom.com/en/.