Talenom Plc, Stock exchange release 12 February 2026 at 18:00 EET

Talenom Plc has decided to complete the partial demerger of Talenom in which the company’s software business will be transferred to a new listed company to be named Easor Plc

The Board of Directors of Talenom Plc (“Talenom” or the “Demerging Company”) has today decided to notify the Finnish Trade Register of the completion of the partial demerger of Talenom (the “Demerger”) so that the completion of the Demerger would be registered on 28 February 2026. Talenom announced on 24 October 2025 the approval of the demerger plan concerning the Demerger (the “Demerger Plan”). According to the Demerger Plan, all assets, debts and liabilities of Talenom relating to the software business or mainly serving the software business of Talenom shall be transferred without a liquidation procedure to a new independent company to be named Easor Plc (the “Easor”), a company to be incorporated in the Demerger. The Extraordinary General Meeting of Talenom held on 27 January 2026 resolved on the Demerger in accordance with the Demerger Plan.

A shareholder of Talenom will receive one share in Easor for each share owned in Talenom

In connection with the completion of the Demerger, the shareholders of Talenom will receive as demerger consideration one (1) new share in Easor (the “Demerger Consideration Shares”) for each share owned in Talenom. No demerger consideration will be issued to any treasury shares held by Talenom. The total number of shares in Easor issued as demerger consideration is expected to be 45,648,632 shares, based on the number of shares issued by Talenom, excluding treasury shares. The shares in Easor will be registered in the book-entry accounts of Talenom’s shareholders on or about 2 March 2026. The Demerger does not affect the number of shares in Talenom.

Provided that the completion of the Demerger is registered with the Finnish Trade Register on 28 February 2026, a trade in Talenom’s share made on the stock exchange on 27 February 2026 at the latest entitles to receive Demerger Consideration Shares. All trades in Talenom’s shares made on 27 February 2026 at the latest, which have not been settled by said date, will be settled in a way that investors who have acquired shares in Talenom by such trades will receive shares in both Talenom and Easor at settlement.

The aforementioned shareholder of Talenom thus owns shares in both Talenom and Easor at the time of the completion of the Demerger.

Prior to the completion of the Demerger, Talenom will file a listing application with Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) for the admission to trading of the shares in Easor on the official list of Nasdaq Helsinki. Trading in Easor’s shares is expected to commence on or about 2 March 2026 under the share trading code “EASOR”.

Talenom and Easor will continue as separate companies

After the completion of the Demerger, Talenom and Easor will be completely separate companies, and both companies will continue to operate as independent entities in accordance with their own strategic objectives. According to the assessment of the Board of Directors of Talenom, the Demerger is expected to position Easor and Talenom for faster growth and development, and to enhance the business performance of Easor and Talenom through organisational clarity and independent, focused decision-making bodies.

Talenom Plc
Board of Directors

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: investors.talenom.com/en.

Disclaimer

This release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

The securities referenced in this release have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under the securities laws of any state of the United States. This release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in the United States.

Neither the United States Securities and Exchange Commission nor any other U.S. federal or state securities commission or regulatory authority has approved or disapproved the shares referenced herein, nor have any foregoing authorities passed an opinion upon the fairness or merits of such securities or upon the accuracy or adequacy of the disclosures contained in this release or in the Finnish language demerger and listing prospectus (or in the English language translation thereof) published by Talenom Plc. Any representation to the contrary is a criminal offence in the United States.

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”, “estimate” 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 Demerging Company or Easor to differ materially from those expressed or implied in the forward-looking statements. Neither the Demerging 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.