Talvivaaran Mining Company Plc. : Notice of Annual General Meeting 2012
March 19 2012 - 4:02AM
UK Regulatory
TIDMTALV
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 26 April 2012 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 Board of Directors' Review
and the Auditor's Report for the year 2011
· 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 2011 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 fee payable to the members of the
Board of Directors for the term until the close of the Annual General Meeting in
2013 be as follows: Chairman of the Board of Directors: EUR 120,000/year, Deputy
Chairman (Senior Independent Director): EUR 69,000/year, Chairmen of the Board
Committees: EUR 69,000/year, other Non-executive Directors: EUR 48,000/year.
Should the Board of Directors decide to engage an Executive Chairman, the
Remuneration Committee proposes that the total remuneration payable to the
Executive Chairman for the term until the close of the Annual General Meeting in
2013 be EUR 280,000/year.
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 eight (8).
12. Election of members of the Board of Directors
The Nomination Committee proposes to the Annual General Meeting of Shareholders
that Mr. Edward Haslam, Ms. Eileen Carr, Mr. D. Graham Titcombe, Mr. Tapani
Järvinen and Mr. Pekka Perä be re-elected as Board Members and that Mr. Stuart
Murray, Mr. Michael Rawlinson and Ms. Kirsi Sormunen be appointed as new members
of the Board of Directors, 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 is 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 25 October 2013. The
proposed authorisation replaces the authorisation to repurchase 10,000,000
shares granted by the Annual General Meeting of 28 April 2011.
16. Authorising the Board of Directors to decide on the conveyance of the
Company's own shares
The Board of Directors proposes that the Annual General Meeting resolves on
authorising the Board of Directors to decide on the conveyance, in one or
several transactions, of a maximum of 10,000,000 of the Company's own shares.
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 shares may be conveyed 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. The consideration, if any, paid in connection the
conveyance of the Company's own shares shall be recorded in the reserve for
invested unrestricted equity.
The Board of Directors shall decide on other matters related to the conveyance
of the Company's own shares. The conveyance authorisation is proposed to be
valid until 25 April 2014.
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, this notice as well as the Annual Report, the Board of
Directors' Review and the Auditor's Report of Talvivaara Mining Company Plc are
available on Talvivaara Mining Company Plc's website at www.talvivaara.com/agm-
2012no later than 27 March 2012. 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
10 May 2012.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on 16 April 2012 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 20 April 2012 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/home;
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 16 April 2012, 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 23 April 2012 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 19 March 2012, the
total number of shares and votes in Talvivaara Mining Company Plc is
270,591,300 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 19 March 2012
TALVIVAARA MINING COMPANY PLC
The Board of Directors
Talvivaara Notice of Annual General Meeting 2012:
http://hugin.info/136227/R/1595195/502302.pdf
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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#1595195]
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