TALV Talvivaara

 

TIDMTALV 
 
RNS Number : 8336O 
Talvivaara Mining Company PLC 
13 March 2009 
 

STOCK EXCHANGE RELEASE 
13 March 2009 
 
 
Talvivaara Board of Directors convenes its 2009 Annual General Meeting 
 
Talvivaara Mining Company Plc ("Talvivaara" or "the Company") announces that its 
Annual General Meeting will be held on Tuesday April 28  2009 in Sotkamo, 
Finland where the Board and its Committees will submit the proposals below to 
the Annual General Meeting. 
 
  *  Proposal to re-appoint Mr. G. Edward Haslam, Ms. Eileen Carr and Ms. Saila 
  Miettinen-Lähde, who retire by rotation pursuant to the articles of association, 
  as Directors of the Company 
  *  Proposal that Board remuneration remains the same as in 2008 
  *  Proposal for no dividend to be paid for 2008 
  *  Proposal that the external auditor be re-elected 
  *  Proposal to amend article 6 of the Company's Articles of Association on the 
  borrowing powers of the Company 
  *  Proposal to authorize the Board to repurchase and convey not more than 
  10,000,000 of the Company's own shares in one or several transactions 
 
 
Board composition and remuneration 
 
 
The Nomination Committee will propose at the Annual General Meeting of 
Shareholders that the number of Board members remain seven and that Mr. G. 
Edward Haslam, Ms. Eileen Carr and Ms. Saila Miettinen-Lähde, who retire by 
rotation pursuant to the articles of association, be re-appointed as Directors 
of the Company. 
 
The Remuneration Committee will propose that the annual fee payable to the Board 
for the term until the close of the Annual General Meeting in 2010 be unchanged 
from 2008 and be as follows: Chairman of the Board: EUR 153,000/year; Deputy 
Chairman (Senior Independent Director): EUR 64,000/year; Chairman of the Audit 
Committee: EUR 64,000/year; other Non-executive Director: EUR 48,000/year; 
Executive Directors: EUR 48,000/year. 
 
 
Auditor and auditor remuneration 
 
 
The Board's Audit Committee will propose to the Annual General Meeting on April 
28 2009 that PricewaterhouseCoopers Oy be re-elected as the Company's auditor, 
and that the auditor be reimbursed according to an approved invoice. 
 
 
Dividends 
 
 
The Board of Directors proposes that no dividend is paid and that the result of 
the financial period of 2008 is entered into the Company's profit/loss account. 
Other proposals to the 2009 Annual General Meeting 
 
The Board of Directors proposes that the Annual General Meeting resolves to 
amend article 6.2 of the Company's Articles of Association (Restriction on the 
borrowing powers of the Board of Directors) so that the maximum aggregate amount 
of all monies borrowed and outstanding shall primarily be defined with a formula 
based on the capital and reserves of the Company. However, the maximum borrowing 
powers should under no circumstances be less than EUR600 million. 
 
 
The Board of Directors proposes that the Annual General Meeting authorize the 
Board of Directors to repurchase a maximum of 10,000,000 of the Company's own 
shares through public trading. It is proposed that the authorization be 
effective until October 27, 2010. The own shares acquired by the Company may be 
retained, cancelled or conveyed. 
 
The full proposals by the Board and its Committees to the Annual General Meeting 
on April 28, 2009 will be made available on Talvivaara's website at 
www.talvivaara.com/agm during the week commencing 23 March. The proposals will 
be described in the notice to the Annual General Meeting which will be published 
on 17 March 2009. 
 
 
 
ENQUIRIES 
 
 
Talvivaara Mining Company Plc    Tel: +358 20 7129 800 
Pekka Perä 
Saila 
Miettinen-Lähde 
 
 
 
 
Merlin                                Tel: +44 207 653 6620 
Tom Randell 
Anca Spiridon 
 
 
www.talvivaara.com 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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