TALV Talvivaara

 
TIDMTALV 
 
Stock Exchange Release 
Talvivaara Mining Company Plc 
23 March 2011 
 
 
NOTICE TO THE ANNUAL GENERAL MEETING 
 
Notice  is given  to the  shareholders of  Talvivaara Mining  Company Plc to the 
Annual  General Meeting  to be  held on  28 April 2011 at  10.00 a.m. (GMT+2) in 
Sotkamo  at Hotel Holiday Club Katinkulta, at Katinkullantie 15, 88610 Vuokatti, 
Finland.  The reception of persons  who have registered for  the meeting and the 
distribution of voting tickets will commence at 9.00 a.m. (GMT+2). 
 
A.       Matters on the agenda of the Annual General Meeting 
 
At the Annual General Meeting, the following matters will be considered: 
 
1.        Opening of the meeting 
 
2.        Calling the meeting to order 
 
3.        Election  of persons  to scrutinize  the minutes  and to supervise the 
counting of votes 
 
4.        Recording the legality of the meeting 
 
5.        Recording  the attendance at  the meeting and  adoption of the list of 
votes 
 
6.        Presentation  of the Financial Statements, the  Report of the Board of 
Directors and the Auditor's Report for the year 2010 
 ·         Review by the CEO 
 
7.        Adoption of the Financial Statements 
 
8.        Resolution  on  measures  to  be  taken  owing  to  the  result of the 
financial period and the payment of dividend 
 
The  Board of Directors proposes that no  dividend is paid for 2010 and that the 
loss  of the financial period is  entered into the Company's profit/loss account 
on the balance sheet. 
 
9.        Resolution  on the discharge of the  members of the Board of Directors 
and the CEO from liability 
 
10.    Resolution on the remuneration of the members of the Board of Directors 
 
The  Remuneration Committee proposes that the  annual fee payable to the members 
of  the Board of  Directors for the  term until the  close of the Annual General 
Meeting  in  2012 be  increased  with  respect  to  the  chairmanships and be as 
follows: Chairman of the Board of Directors EUR 160,000, Deputy Chairman (Senior 
Independent  Director) EUR 69,000, Chairman of  the Audit Committee EUR 69,000, 
Chairman  of the Nomination  Committee EUR 53,000, Chairman  of the Remuneration 
Committee  EUR 53,000, Chairman  of the  Sustainability Committee   EUR 53,000, 
other Non-executive Directors and Executive Directors EUR 48,000. 
 
11. Resolution on the number of members of the Board of Directors 
 
The  Nomination  Committee  of  the  Board  of  Directors proposes to the Annual 
General  Meeting that  the number  of the  members of  the Board of Directors is 
confirmed to be seven (7). 
 
12. Election of members of the Board of Directors 
 
The  Nomination Committee  of the  Board of  Directors proposes  that Mr. Edward 
Haslam, Mr. Eero Niiva, Ms. Eileen Carr, Mr. D. Graham Titcombe, Mr. Pekka Perä, 
Mr.  Tapani  Järvinen  and  Ms.  Saila  Miettinen-Lähde  be  re-elected as Board 
Members, subject to their consent. 
 
13. Resolution on the remuneration of the Auditor 
 
The  Audit Committee  of the  Board of  Directors proposes  that the  Auditor be 
reimbursed according to the auditor's approved invoice. 
 
14. Election of Auditor 
 
The  Audit Committee of  the Board of  Directors proposes that authorised public 
accountants     PricewaterhouseCoopers     Oy    be    elected    as    Auditor. 
PricewaterhouseCoopers  Oy has confirmed  that in the  event it be re-elected as 
auditor, the auditor with principal responsibility will be Ms. Ylva Eriksson. 
 
15. Authorising  the  Board  of  Directors  to  decide  on the repurchase of the 
Company's own shares 
 
The  Board  of  Directors  proposes  that  the Annual General Meeting resolve on 
authorising  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 
incentive  programs. The authorisation shall also  include the right to take the 
Company's  own  shares  as  pledge  to  secure  the potential receivables of the 
Company.  Own shares  repurchased by  the Company  may be retained, cancelled or 
conveyed. 
 
The  repurchase authorisation is proposed to be valid until 27 October 2012. The 
proposed  authorisation  replaces  the  authorisation  to repurchase 10,000,000 
shares granted by the Annual General Meeting of 15 April 2010. 
 
16. Issue of stock options 
 
The  Board of  Directors proposes  that stock  options be  issued by  the Annual 
General  Meeting partly to the key employees  and partly to the personnel of the 
Company  and its subsidiaries. The maximum  total number of stock options issued 
will  be 5,500,000 and the stock options entitle their owners to subscribe for a 
maximum  total of  5,500,000 new shares  in the  Company or  to receive existing 
shares held by the Company. 
 
The  share subscription price will be based on the trade volume weighted average 
quotation  of the Talvivaara Mining Company Plc share on NASDAQ OMX Helsinki Ltd 
in  March 2011, 2012 and 2013. The  share subscription period  for stock options 
2011A, will  be 1 April  2014 - 31 March  2016, for stock options 2011B, 1 April 
2015 - 31 March 2017 and for stock options 2011C, 1 April 2016 - 31 March 2018. 
The  beginning of the  share subscription period  requires attainment of certain 
operational or financial targets determined by the Board of Directors annually. 
 
17. Closing of the meeting 
 
B.       Documents of the Annual General Meeting 
 
The  proposals for  the decisions  on the  matters on  the agenda  of the Annual 
General  Meeting  as  well  as  this  notice  are available on Talvivaara Mining 
Company  Plc's  website  at  www.talvivaara.com/agm-2011. The Annual Report, the 
Report  of the Board of Directors and  the Auditor's Report of Talvivaara Mining 
Company Plc, are available on the above-mentioned website no later than 29 March 
2011. The  proposals for decisions  and the other  above-mentioned documents are 
also available at the meeting. Copies of these documents and of this notice will 
be  sent  to  shareholders  upon  request.  The  minutes  of the meeting will be 
available on the above-mentioned website as from 12 May 2011. 
 
C.       Instructions for the participants in the Annual General Meeting 
 
1.        Shareholders registered in the shareholders' register 
 
Each  shareholder,  who  is  registered  on  14 April  2011 in the shareholders' 
register  of  the  Company  held  by  Euroclear  Finland  Ltd., has the right to 
participate  in  the  Annual  General  Meeting.  A shareholder, whose shares are 
registered  on his/her personal Finnish book-entry account, is registered in the 
shareholders' register of the Company. 
 
A  shareholder, who is  registered in the  shareholders' register of the Company 
and  who wants to participate in the  Annual General Meeting, shall register for 
the  meeting no later than 21 April 2011 at  4.00 p.m. (GMT+2) by giving a prior 
notice of participation, which shall be received by the Company no later than on 
the above-mentioned date. Such notice can be given: 
 
a)       on  the  Company's website www.talvivaara.com/agm-2011-registration.The 
internet registration shall commence on 24 March 2011 at 8.00 a.m. (GMT+2). 
b)      by e-mail agm(at)talvivaara.com; 
c)      by telefax; +358 20 712 9801; or 
d)       by regular  mail to  Talvivaara Mining  Company Plc, Ahventie 4 B, 5th 
floor, Espoo, FIN-02170 Finland. 
 
In  connection with the  registration, a shareholder  shall notify his/her name, 
personal  identification number/Business  ID, address,  telephone number and the 
name   of  a  possible  assistant  or  proxy  representative  and  the  personal 
identification  number of  a proxy  representative. The  personal data  given to 
Talvivaara Mining Company Plc is used only in connection with the Annual General 
Meeting  and  with  the  processing  of  related registrations. The shareholder, 
his/her   authorized   representative   or  proxy  representative  shall,  where 
necessary, be able to prove his/her identity and/or right of representation. 
 
2.        Holders of nominee registered shares 
 
A holder of nominee registered shares has the right to participate in the Annual 
General  Meeting by virtue of  such shares, based on  which he/she on the record 
date  of the Annual General Meeting, i.e. on 14 April 2011, would be entitled to 
be  registered in  the shareholders'  register of  the company held by Euroclear 
Finland Ltd. The right to participate in the Annual General Meeting requires, in 
addition,  that the shareholder on the basis  of such shares has been registered 
into  the temporary shareholders' register held by Euroclear Finland Ltd. at the 
latest by 21 April 2010 by 10 a.m. (GMT+2). As regards nominee registered shares 
this constitutes due registration for the Annual General Meeting. 
 
A  holder  of  nominee  registered  shares  is  advised to request without delay 
necessary instructions regarding the registration in the temporary shareholder's 
register of the Company, the issuing of proxy documents and registration for the 
Annual  General  Meeting  from  his/her  custodian  bank. The account management 
organization  of  the  custodian  bank  has  to  register  a  holder  of nominee 
registered  shares, who wants to participate in the Annual General Meeting, into 
the  temporary shareholders' register of  the Company at the  latest by the time 
stated above. 
 
 
3.        Proxy representative and powers of attorney 
 
A shareholder may participate in the Annual General Meeting and exercise his/her 
rights  at the  meeting by  way of  proxy representation. A proxy representative 
shall  produce  a  dated  proxy  document  or  otherwise  in  a  reliable manner 
demonstrate  his/her right  to represent  the shareholder  at the Annual General 
Meeting.  When a shareholder participates in the Annual General Meeting by means 
of  several proxy  representatives representing  the shareholder  with shares at 
different  securities accounts,  the shares  by which  each proxy representative 
represents   the   shareholder  shall  be  identified  in  connection  with  the 
registration for the Annual General Meeting. 
 
Possible  proxy documents should be delivered  in originals to Talvivaara Mining 
Company  Plc, Ahventie 4 B, 5th floor,  Espoo FIN-02170, Finland before the last 
date for registration. 
 
4.        Other instructions and information 
 
Pursuant  to chapter  5, section 25 of  the Companies  Act, a shareholder who is 
present at the general meeting has the right to request information with respect 
to the matters to be considered at the meeting. 
 
On  the date  of this  notice to  the Annual  General Meeting 23 March 2011, the 
total   number  of  shares  and  votes  in  Talvivaara  Mining  Company  Plc  is 
245,364,096 shares and votes. 
 
The  Annual General Meeting will be held  in the Finnish language, but questions 
can also be presented in the English language. 
 
 
Espoo 23 March 2011 
 
TALVIVAARA MINING COMPANY PLC 
 
The Board of Directors 
 
 
 
Talvivaara Mining Company Plc. Notice of AGM: 
http://hugin.info/136227/R/1499513/435016.pdf 
 
 
 
 
This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
 
Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE 
 
[HUG#1499513] 
 

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