Stock
Exchange Release
Talvivaara Mining Company
Plc
14 February 2013
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 8 March
2013 at 10:00 a.m. (GMT+2) at Finlandia Hall, Mannerheimintie 13 e,
FI-00100 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 scrutinise 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.
Authorising the Board of Directors to decide on a share
issue
The Board of Directors proposes
that the extraordinary general meeting would authorise the Board of
Directors to undertake a share issue for consideration pursuant to
the shareholders' pre-emptive subscription right. The Board of
Directors would have the right to decide upon the offering to
parties determined by the Board of Directors of any shares that may
remain unsubscribed for pursuant to the shareholders' pre-emptive
subscription right. A maximum number of 26,000,000,000 new shares
could be issued in the share issue. The Board of Directors would be
authorised to determine the subscription price for the new shares
and the other terms and conditions of the share issue. The
authorisation of the Board of Directors to issue shares would be
valid until 31 December 2013. The authorisation is conditional upon
the granting of the authorisation referred to in Section 7.
7.
Authorising the Board of Directors to decide to issue 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 decide to issue up to
600,000,000 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 share issue referred to in Section 6.
The authorisation would be valid until 31 December 2013. The use of
the authorisation is conditional upon the completion of the share
issue referred to in Section 6.
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-2013. The Company's annual
accounts, the related reviews of the Board of Directors and the
related auditor's reports for the years ended 31 December 2011 and
2012, the Interim Report for January - March 2012, the Interim
Report for January - June 2012, the Interim Report for January -
September 2012, the Annual Results Review 2012 and the statement by
the Board of Directors on the events occurring after the Annual
Results Review 2012 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 Company's annual accounts,
the related reviews of the Board of Directors and the related
auditor's reports for the years ended 31 December 2011 and 2012,
the Interim Report for January - March 2012, the Interim Report for
January - June 2012, the Interim Report for January - September
2012 and the Annual Results Review 2012 and the statement by the
Board of Directors on the events occurring after the Annual Results
Review 2012 and having a material effect on the position of the
Company 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 26 February 2013 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 5 March 2013 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, FI-02170 Espoo,
Finland, or via the Company's website, www.talvivaara.com. Internet
registration via the Company's website is expected to commence on
14 February 2013.
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 the Company 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 operator 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 5 March
2013 by 10:00 a.m. (GMT+2).
Other
instructions and information
On the date of this notice to the
extraordinary general meeting, 14 February 2013, the total number
of shares and votes in the Company is 272,309,640.
The extraordinary general meeting
will be held in the Finnish language, but questions can also be
presented in the English language.
Espoo, Finland, on 14 February
2013
TALVIVAARA
MINING COMPANY PLC
THE BOARD OF
DIRECTORS
TALVIVAARA NOTICE OF EXTRAORDINARY
GENERAL MEETING 14.2.2013
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
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