TALV Talvivaara

 
TIDMTALV 
 
Stock Exchange Release 
Talvivaara Mining Company Plc 
28 April 2011 
 
 
      Resolutions of Talvivaara Mining Company Plc Annual General Meeting 
 
Talvivaara Mining Company Plc is pleased to announce that, at the Annual General 
Meeting  of the Company  held at 10:00 am  on 28 April 2011, all the resolutions 
proposed, as set out in the notice of the meeting to shareholders dated 23 March 
2011, were duly passed. 
 
Talvivaara's  Annual  General  Meeting  approved  the  financial  statements and 
discharged  the members of the Board of Directors and the CEO from liability for 
the  financial year  2010. Annual General  Meeting resolved  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. 
 
The Board of Directors and the Auditor 
 
As  proposed by the  Remuneration Committee the  Annual General Meeting approved 
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 to 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. 
 
As  proposed by the Nomination Committee the Annual General Meeting decided that 
the number of Board members be seven and 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 were re-elected as Board Members. 
 
It  was resolved that the auditor will  be reimbursed according to the auditor's 
approved  invoice. The  authorised public  accountants PricewaterhouseCoopers Oy 
was elected as the company's auditor for the financial year 2011. 
 
Authorising  the Board of Directors to decide on the repurchase of the Company's 
own shares 
 
The  Annual  General  Meeting  resolved  to  authorise 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.  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 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. 
 
Issue of stock options 
 
The  Annual General Meeting  resolved to issue  stock options 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. 
 
 
ENQUIRIES 
Talvivaara Mining Company Plc Tel: +358 20 7129 800 
Pekka Perä, Chief Executive Officer 
Saila Miettinen-Lähde, Chief Financial Officer 
 
 
 
Talvivaara Resolutions of AGM 2011 28.4.2011: 
http://hugin.info/136227/R/1510579/445699.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#1510579] 
 

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