TALV Talvivaara

 

TIDMTALV 
 
RNS Number : 9686O 
Talvivaara Mining Company PLC 
17 March 2009 
 
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NOTICE OF THE ANNUAL GENERAL MEETING OF TALVIVAARA MINING COMPANY PLC. 
 
 
The shareholders of TALVIVAARA MINING COMPANY PLC are hereby invited to the 
annual general meeting of TALVIVAARA MINING COMPANY PLC to be held on 28 April 
2009 at 3.00 pm (Finnish time) at the company's offices in Sotkamo, at 
Lahnasjärventie 73, Tuhkakylä, FIN-88120, Finland. Attendees are invited to 
arrive for registration from 2.00 p.m. (Finnish time). 
 
 
THE MATTERS TO BE PROPOSED TO THE MEETING FOR CONSIDERATION 
 
 
The following matters will be dealt with at the meeting: 
 
 1.MATTERS BELONGING TO THE ANNUAL GENERAL MEETING IN ACCORDANCE WITH ARTICLE 13 
OF 
 

        THE ARTICLES OF ASSOCIATION 

 
The Nomination Committee of the Board of Directors proposes that Mr. Edward 
Haslam, Ms. Eileen Carr and Ms. Saila Miettinen-Lähde who resign by rotation 
from the Board of Directors pursuant to the Articles of Association be 
re-elected as Board Members, subject to their consent. 
The Remuneration Committee of the Board of Directors proposes that the Board 
Members' compensation be kept unchanged, whereby the annual compensation would 
be as follows: Chairman of the Board of Directors EUR 153,000, Deputy Chairman 
(Senior Independent Director) EUR 64,000, Chairman of the Audit Committee EUR 
64,000, other Non-executive Directors and executive directors EUR 48,000. 
The Audit Committee of the Board of Directors proposes that authorized public 
accountants PricewaterhouseCoopers Oy be elected as auditors and that the 
auditor be reimbursed according to the auditor's approved invoice. 
2.     PROPOSAL BY THE BOARD OF DIRECTORS TO AMEND ARTICLE 6.2 OF THE ARTICLES 
OF 
 

       ASSOCIATION (RESTRICTION ON THE BORROWING POWERS OF THE BOARD OF 

DIRECTORS) 
The Board of Directors proposes that the annual general meeting resolves to 
amend article 6.2 of the Company's Articles of Association so that the maximum 
aggregate amount of all monies borrowed and outstanding shall primarily be 
defined with a formula basing on the capital and reserves of the Company. 
However, the maximum borrowing powers should under no circumstances be less than 
for EUR600 million. Following the amendment, article 6.2 would in its entirety 
read as follows: 
 
 
"The Directors shall restrict the borrowings of the Company and exercise all 
voting and other rights or powers of control exercisable by the Company in 
relation to its subsidiary undertakings (if any) so as to secure (so far, as 
regards subsidiary undertakings, as by such exercise they can secure) that the 
aggregate amount for the time being remaining outstanding of all monies borrowed 
by the Group (which expression in this Article means the Company and its 
subsidiary undertakings for the time being) and for the time being owing to 
persons outside the Group shall not at any time, without the previous sanction 
of a simple majority of votes cast (an "Ordinary Resolution") at the General 
Meeting, exceed the sum of capital and reserves recorded on the latest adopted 
balance sheet of the Company multiplied by two, or in the event that the amount 
so calculated is less than EUR600 million, a sum of EUR600 million." 
 
 
3.      PROPOSAL BY THE BOARD OF DIRECTORS REGARDING AUTHORISATION OF THE BOARD 
OF 
 

        DIRECTORS TO RESOLVE ON THE REPURCHASE OF THE COMPANY'S OWN 

SHARES 
The Board of Directors proposes that the annual general meeting would resolve on 
authorizing the Board of Directors to decide on the repurchase, in one or 
several transactions, of a maximum of 10,000,000 of the Company's own shares. 
The proposed number of shares corresponds to less than 10 per cent of all the 
shares in the Company. 
 
Pursuant to the proposal of the Board of Directors, own shares shall be 
repurchased in proportion other than that of holdings of the shareholders and by 
using the non-restricted equity. The shares shall be acquired through public 
trading at the share price prevailing at the time of acquisition. 
 
 
The shares shall be repurchased in order to develop the capital structure of the 
Company or to finance or carry out future acquisitions, investments or other 
arrangements related to the Company's business or as part of the Company's 
personnel incentive program. 
 
 
Own shares acquired to the Company may be held, cancelled or conveyed. The 
shares held by the Company may be conveyed to the Company's shareholders in 
proportion to their present holding or by waiving the pre-emptive subscription 
rights of the shareholders, if there is a weighty financial reason for the 
Company. The consideration paid for the conveyance of the Company's own shares 
shall be recorded in the invested unrestricted equity fund. The authorization 
shall also include the right to take the Company's own shares as pledge to 
secure the potential receivables of the Company. 
 
 
The Board of Directors shall decide on other matters related to the repurchase 
and conveyance of the Company's own shares. 
 
 
The repurchase authorization is proposed to be valid until October 27, 2010. 
 
 
DIVIDENDS 
The Board of Directors has decided to propose that no dividend is paid and that 
the result of the financial period is entered into the company's profit/loss 
account. 
THE MEETING MATERIALS 
The proposals of the Board of Directors and its Committees relating to the 
agenda of the annual general meeting as well as this notice are available on the 
Company's website at www.talvivaara.com/agm. The 2008 Annual Report, which 
includes the Company's annual accounts, the review of the Board of Directors and 
the auditor's report, is scheduled to be available on the above-mentioned 
website during week 13. The proposals of the Board of Directors and the 
Committees as well as the 2008 Annual Report will also be available at the 
meeting. Copies of these documents will be sent to shareholders upon request. 
THE RIGHT TO ATTEND THE MEETING 
Only those shareholders who are registered as shareholders of the Company in the 
company's register of shareholders kept by Euroclear Finland Ltd on Saturday 
18 April 2009 will be entitled to attend the annual general meeting (in person 
or by proxy). As the relevant date is Saturday, the register of shareholders 
will be produced on the basis of the situation prevailing on the preceding 
business day, Friday 17 April 2009. 
Notice of attendance 
A shareholder who wishes to attend the annual general meeting, either in person 
or by proxy, must give notice of attendance to the Company by 4 p.m. (GMT+2) on 
Monday 24 April 2009. This can be done to Ms. Outi Kärkkäinen either by e-mail 
to the address outi.karkkainen@talvivaara.com, by facsimile to the number +358 
20 712 9801 or by mail to the Company's address Ahventie 4 B, 5th floor, Espoo, 
FIN-02170, Finland. 
Eventual proxies for representing a shareholder at the meeting should be 
delivered in original form to the Company at the Company's address given above 
by 4 p.m. (GMT+2) on 24 April 2009 at the latest. 
Temporary entry in the register of shareholders 
Crest Depository Interests 
A holder of Crest Depository Interests who wishes to attend the annual general 
meeting in person or by proxy shall notify this to Computershare Investor 
Services PLC in accordance with the instructions sent by Computershare Investor 
Services PLC separately to each holder of Crest Depository Interests. 
Other shares registered in the name of a nominee 
A holder of shares registered in the name of a nominee who intends to use 
his/her/its right to attend the annual general meeting shall notify this to the 
custodian in accordance with the instructions given by the custodian. 
LANGUAGE OF THE MEETING 
The annual general meeting will be held in the Finnish language, but questions 
can also be presented in the English language. 
 
 
Espoo, on 17 March 2009 
THE BOARD OF DIRECTORS 
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 
 
 NOASFDSAWSUSELD 
 

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