TALV Talvivaara

 
TIDMTALV 
 
Stock Exchange Release 
 
Talvivaara Mining Company Plc 
 
17 February 2012 
 
 
 
                         Talvivaara Mining Company Plc 
 
 (Incorporated and registered in the Republic of Finland with business identity 
                                code 1847894-2) 
 
                    Notice of Extraordinary General Meeting 
 
 
 
The  shareholders of  TALVIVAARA MINING  COMPANY PLC  (the "Company") are hereby 
invited  to the extraordinary general  meeting of the Company  to be held on 12 
March   2012 at   10:00 a.m.   (GMT+2)   at   Scandic  Marina  Congress  Center, 
Katajanokanlaituri 6, FI-00160 Helsinki, Finland. Registration of attendees will 
start at 9:00 a.m. (GMT+2). 
 
THE MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING 
 
The meeting will consider the following matters: 
 
1. Opening of the meeting 
 
2. Calling the extraordinary general meeting to order 
 
3. Election  of persons to scrutinize the  minutes and to supervise the counting 
of votes 
 
4. Recording the legality of the extraordinary general meeting 
 
5. Recording the attendance at the extraordinary general meeting and adoption of 
the list of votes 
 
6. A  proposal by the Board of Directors  regarding a resolution on the issue of 
new  shares  for  consideration  in  deviation from the pre-emptive subscription 
rights of the shareholders 
 
The  Board of Directors  proposes that the  extraordinary general meeting would, 
with  the qualified  majority of  three-fourths set  forth in  Article 14 of the 
Articles  of Association,  approve the  issue of  up to  24,589,050 new ordinary 
shares  for  consideration,  in  deviation  from  the  shareholders' pre-emptive 
subscription  rights,  to  investors  procured  by  Merrill Lynch International, 
Liberum  Capital  Limited  and  Pohjola  Corporate  Finance  Ltd  (the "Directed 
Issue"). 
 
In  the  Directed  Issue,  up  to  24,589,050 new  ordinary shares (the "Placing 
Shares")  are to be offered  for subscription for a  subscription price of  GBP2.80 
(EUR3.38)  per  share.  The  proposed  number  of  the  Placing  Shares represents 
approximately  10 per  cent.  of  all  the  ordinary  shares in the Company. The 
subscription  for the Placing  Shares must be  made by 12 March  2012 and in any 
event by 21 March 2012 at the latest. 
 
The subscription price is based upon a placing agreement executed on 16 February 
2012 between  the Company, Merrill Lynch  International, Liberum Capital Limited 
and   Pohjola   Corporate   Finance  Ltd  (the  "Placing  Agreement"),  and  the 
subscription  price has been determined on the basis of a book-building targeted 
at  institutional investors. The subscription price must  be paid in cash at the 
time  of  subscription.  The  subscription  price  paid  for  the Placing Shares 
subscribed  for  in  the  Directed  Issue  shall  be  recorded  in  the invested 
unrestricted equity fund of the Company. 
 
The  Placing Agreement  includes an  undertaking whereby  each of  Merrill Lynch 
International, Liberum Capital Limited and Pohjola Corporate Finance Ltd agrees, 
to  the  extent  that  any  of  the  investors  procured  by  it  do not pay the 
subscription  price  in  respect  of  the  Placing  Shares  they  have agreed to 
subscribe for, to subscribe for such Placing Shares in the Directed Issue at the 
subscription  price of  GBP2.80 (EUR3.38) per share. The Placing Agreement is subject 
to  certain conditions, including  the passing of  the resolution concerning the 
Directed  Issue by  the extraordinary  general meeting  of the  Company. Merrill 
Lynch International may terminate the Placing Agreement in certain circumstances 
set  out  in  the  Placing  Agreement,  which  may cause the cancellation of the 
Directed Issue. 
 
The  proceeds  from  the  Directed  Issue  are  planned  to  be  used to provide 
additional  financial and operational flexibility  for the continuing ramp-up of 
the  mining  and  processing  operations,  as  well  as  additional  capital for 
potential  investment in energy generation. These steps will further improve the 
strategically  advantageous positioning of the  Talvivaara operation and help to 
reach,  and further  enhance, the  low cash  cost position  of the  project. The 
Directed  Issue is a fast and cost-efficient manner to obtain equity. Therefore, 
there is a substantial financial reason for the Company to deviate from the pre- 
emptive subscription rights of the shareholders of the company. 
 
7. A  proposal  by  the  Board  of  Directors  regarding  a  resolution  on  the 
authorisation  of the Board of  Directors to issue of  new shares and/or special 
rights entitling to shares in deviation from the pre-emptive subscription rights 
of the shareholders 
 
The  Board of Directors  proposes that the  extraordinary general meeting would, 
with  the majority set forth in Article 14 of the Articles of Association, grant 
an authorisation to the Board of Directors to resolve to issue up to 184,428 new 
shares  through one or several share issues and/or by granting of special rights 
entitling  to shares,  as referred  to in  Chapter 10, Section 1, of the Finnish 
Companies  Act in order  to carry out  an adjustment of  the conversion price in 
accordance with the terms and conditions of the convertible bonds of the Company 
due  2013 resulting from the Directed Issue. The authorisation is valid until 1 
June  2013. The authorisation is  conditional upon the  approval of the Directed 
Issue at the extraordinary general meeting. 
 
8. Closing of the meeting 
 
THE MEETING MATERIALS 
 
This  notice, which  includes the  proposals of  the Board  of Directors  on the 
agenda  of  the  extraordinary  general  meeting,  is available on the Company's 
website  at www.talvivaara.com/egm-2012. The  2010 Annual Report,  including the 
Company's  latest annual accounts, the related  review of the Board of Directors 
and  the related auditor's report, the Interim Report for January - March 2011, 
the  Interim Report for  January - June  2011, the Interim Report  for January - 
September 2011, the Annual Results Review 2011 and the statement by the Board of 
Directors  on  the  events  occurring  after  the Annual Results Review 2011 and 
having  a material effect on  the position of the  Company are also available on 
the  above-mentioned website. The proposals of the Board of Directors, the 2010 
Annual  Report, the Interim Report for  January - March 2011, the Interim Report 
for January - June 2011, the Interim Report for January - September 2011 and the 
Annual  Results Review  2011 will also  be available  at the  meeting. Copies of 
these documents and of this notice will be sent to shareholders upon request. 
 
INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING 
 
The right to participate and registration 
 
Each  shareholder,  who  is  registered  on  29 February 2012 in the register of 
shareholders  of the Company  held by Euroclear  Finland Ltd., has  the right to 
participate  in the extraordinary  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 wishing to participate in the extraordinary general meeting shall 
register  for the  meeting no  later than  4:00 p.m. (GMT+2)  on 7 March 2012 by 
giving  a notice of attendance. Such notice can be given either by e-mail to the 
address  egm@talvivaara.com, by  facsimile to  the number +358 20 712 9801 or by 
regular  mail to the Company's address Ahventie 4 B, 5th floor, Espoo, FI-02170 
Finland   or   via   the  Company's  website  www.talvivaara.com.  The  internet 
registration via Company's website is expected to commence on 17 February 2012. 
 
In  connection with the  registration, a shareholder  shall notify his/her name, 
personal identification number/business identity code, 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 extraordinary 
general meeting and with the processing of related registrations. 
 
Pursuant  to chapter 5, section  25 of the Finnish  Companies Act, a shareholder 
who  is  present  at  the  extraordinary  general  meeting  has the right to ask 
questions with respect to the matters to be considered at the meeting. 
 
Proxy representative and powers of attorney 
 
A  shareholder may participate in the extraordinary 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 
extraordinary general meeting. 
 
When a shareholder participates in the extraordinary 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 extraordinary general meeting. 
 
Possible  proxy documents should be delivered in originals to the Company at the 
Company's address given above before the last date for registration. 
 
Holder of nominee registered shares 
 
A  holder  of  nominee  registered  shares  is  advised to request without delay 
necessary   instructions   regarding   the   registration  in  the  register  of 
shareholders of the Company, the issuing of proxy documents and the registration 
for  the extraordinary general meeting from  his/her custodian bank. The account 
management  organization of the custodian bank will register a holder of nominee 
registered  shares,  who  wants  to  participate  in  the  extraordinary general 
meeting,  to be  temporarily entered  into the  register of  shareholders of the 
Company at the latest on 7 March 2012 by 10.00 a.m. (GMT+2). 
 
Other instructions and information 
 
On  the date  of this  notice to  the extraordinary general meeting, 17 February 
2012, the  total number of shares and votes in Talvivaara Mining Company Plc was 
245,890,503. 
 
The  extraordinary general  meeting will  be held  in the  Finnish language, but 
questions can also be presented in the English language. 
 
Espoo, Finland, on 17 February 2012 
 
TALVIVAARA MINING COMPANY PLC 
 
THE BOARD OF DIRECTORS 
 
 
 
 
 
Notice of Talvivaara Extraordinary General Meeting 17.2.2012: 
http://hugin.info/136227/R/1586985/497719.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#1586985] 
 

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