Talenom Plc, Stock exchange release 21 November 2025 at 10:45 EET
The Board of Directors of Talenom Plc proposes a new Board of Directors for Talenom and Easor, a new independent company to be incorporated in the demerger, provided that the demerger of the company is completed
Talenom Plc (the “Company” or “Talenom”) announced on 24 October 2025 that, the Board of Directors of Talenom, having assessed the strategic alternatives for the Company's software business, has approved a demerger plan concerning a partial demerger of the Company. According to the demerger plan, the Company will demerge so that all assets, debts and liabilities of the Company relating to the software business or mainly serving the software business are transferred to a new independent company to be named Easor Plc (“Easor”) and to be incorporated in the demerger (the “Demerger”).
It was stated in the same release that in accordance with the demerger plan, Talenom’s Board of Directors proposes that Harri Tahkola be elected Chairman of the Board of Directors of Easor, and that at least Johannes Karjula and Saara Kauppila be elected as members of the Board of Directors and that the names of the other proposed members of the Board of Directors of Easor as well as the proposal regarding the composition of Talenom’s Board of Directors will be published in the notice to the Extraordinary General Meeting, at the latest. The directorship in Talenom of such then current members of the Board of Directors of Talenom that are elected as members of the Board of Directors of Easor will end on the completion date of the Demerger, which is estimated to take place during the first quarter of 2026 (the “Effective Date”). The actual Effective Date may yet change, as set forth in Section 21 of the demerger plan.
The Board of Directors of Talenom proposes, that Harri Tahkola be elected as Chair of the Board of Directors, and that Johannes Karjula, Saara Kauppila and Taina Sipilä be elected 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. Should any of the proposed candidates withdraw their consent or otherwise not be available for election at the Extraordinary General Meeting, the remaining available candidates are proposed to be elected as presented above. Subject to the completion of the Demerger, the terms of office of Harri Tahkola, Johannes Karjula and Saara Kauppila as members of the Board of Directors of the Company will end on the Effective Date. All candidates have given their consent to the election and are expected to be independent of Easor and its significant shareholders once Easor has been incorporated, with the exception of Harri Tahkola, who is neither independent of Easor nor significant shareholders.
The CV’s of the proposed members of the Board of Directors of Easor are available on Talenom’s website at https://investors.talenom.com/en/investors/corporate_governance/egm_2026.
The Board of Directors of Talenom proposes that Mikko Siuruainen, Elina Tourunen and Erik Tahkola continue to serve as members of the Board of Directors of Talenom, and that Lauri Lipsanen and Henriikka Pakarinen be elected as new members of the Board of Directors of Talenom for a term commencing on the Effective Date and expiring at the end of the next Annual General Meeting of Talenom.
The Board of Directors of Talenom further proposes that, as of the Effective Date, Mikko Siuruainen be elected Chair of the Board of Directors of Talenom.
The resolution on the election of the members of the Board of Directors of Talenom is conditional upon the completion of the Demerger, i.e., the resolution will enter into force in connection with the registration of the completion of the Demerger on the Effective Date.
All candidates have given their consent to the election and are independent of Talenom 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 Talenom nor significant shareholders.
The CV’s of Lauri Lipsanen and Henriikka Pakarinen are available on Talenom’s website at https://investors.talenom.com/en/investors/corporate_governance/egm_2026. The current members of the Board of Directors of Talenom are presented on the same page.
TALENOM PLC
Board of Directors
For more information:
Otto-Pekka Huhtala
CEO, Talenom Plc
+358 40 703 8554
otto-pekka.huhtala@talenom.fi
Talenom in brief
Talenom is an agile and progressive accounting firm established in 1972. Our business idea is to help entrepreneurs succeed by making their daily lives easier with the market's easiest-to-use digital tools and highly automated personal services. In addition to comprehensive accounting services, we support our customers’ business with a wide range of expert services and our partners' services. Our vision is to be the preferred partner in financial management.
Talenom’s growth history is strong – average annual net sales growth was approximately 16% between 2005 and 2024. Talenom Group has two business areas: Software business and Accounting business. In 2024, Talenom’s net sales was some EUR 126 million and the company had 1,554 employees in Finland, Sweden, Spain and Italy at the end of the year. Talenom’s share is quoted on the Main Market of Nasdaq Helsinki. Read more: investors.talenom.com/en
Important notice
This release does not constitute a notice to convene a general meeting of shareholders nor does it constitute a demerger or listing prospectus. Any decision with respect to the proposed partial demerger of the Company should be made solely on the basis of information to be contained in the actual notice to convene the general meeting of shareholders of the Company, and the demerger and listing prospectus as well as on an independent assessment of the information contained therein. Investors are directed to consult the demerger and listing prospectus for more comprehensive information on Easor, its shares and the proposed demerger.
This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase the securities described in such release in the United States. In particular, any securities referred to in this release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
Easor shares have not been and will not be listed on a U.S. securities exchange or quoted on any inter-dealer quotation system in the United States. Neither the Company nor Easor intends to take any action to facilitate a market in Easor shares in the United States. Consequently, it is unlikely that an active trading market in the United States will develop for Easor shares.
Easor shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon, or endorsed the merit of, the partial demerger or the accuracy or the adequacy of this release. Any representation to the contrary is a criminal offence in the United States.
This release is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. This release is not a prospectus, product disclosure statement or other offering document for the purposes of Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “UK Prospectus Regulation”), and the contemplated distribution of Easor shares is expected to be carried out in circumstances that do not constitute “an offer to the public” within the meaning of the UK Prospectus Regulation.
Forward-looking statements
This release includes “forward-looking statements” that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, and other expressions entailing indications or predictions of future developments or trends, not based on historical facts, constitute forward-looking information. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company or Easor to differ materially from those expressed or implied in the forward-looking statements. Neither the Company, Easor, nor any of their affiliates, advisors or representatives or any other person undertakes any obligation to review, confirm or to release publicly any updates or revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release other than as required by applicable laws and regulations.