TALV Talvivaara

 
TIDMTALV 
 
 
   Stock Exchange Release 
 
   Talvivaara Mining Company Plc. 
 
   14 May 2014 
 
   NOTICE OF THE ANNUAL GENERAL MEETING 
 
   Notice is given to the shareholders of Talvivaara Mining Company Plc 
(the "Company") of the annual general meeting to be held on 12 June 2014 
at 11:00 a.m. (Finnish time) in Sotkamo at Hotel Holiday Club Katinkulta, 
at Katinkullantie 15, FI-88610 Vuokatti, Finland. The reception of 
persons who have registered for the meeting and the distribution of 
voting tickets will commence at 10:00 a.m. (Finnish time). 
 
   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 scrutinise 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 2013 
 
   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 2013 and 
that the loss for 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 Shareholders' Nomination Panel 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 2015 be as follows: Chairman of the Board 
of Directors: EUR 84,000/year (previously EUR 120,000/year), Deputy 
Chairman (Senior Independent Director): EUR 48,000/year (previously EUR 
69,000/year), Chairmen of the Board Committees: EUR 48,000/year 
(previously EUR 69,000/year), other Non-executive Directors: EUR 
33,500/year (previously EUR 48,000/year) and Executive Directors EUR 
33,500/year (previously EUR 48,000/year). To the extent a member of the 
Board of Directors has several positions, such member is entitled only 
to one (the highest) annual fee payable among such positions while the 
other fee(s) is/are forfeited. 
 
   The Nomination Panel furthermore proposes that, in addition to the 
annual fee, a fee of EUR 600 per meeting of the Board of Directors or 
the Board Committees taking place in the member's domicile shall be 
payable. Should the venue of the meeting be in a European country other 
than the member's domicile, the fee payable per meeting shall be EUR 
1,200. However, a fee of EUR 2,400 per meeting shall be payable, if the 
member's domicile or the venue of the meeting is outside Europe. For 
teleconference meetings the fee payable shall be EUR 600 per meeting. 
The traveling expenses shall be reimbursed in accordance with the 
Company's travel policy. 
 
   The remuneration of  Executive Directors is included in Directors' base 
salary, and it is not paid out separately. 
 
   11. Resolution on the number of members of the Board of Directors 
 
   The Nomination Panel 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 Panel proposes to the annual general meeting that Mr. 
Tapani Järvinen, Mr. Pekka Perä, Mr. Graham Titcombe, Mr. 
Edward Haslam, Mr. Stuart Murray and Ms. Maija-Liisa Friman be 
re-elected, and that Ms. Solveig Törnroos-Huhtamäki be elected 
as a new member to the Board of Directors. 
 
   13. Resolution on the remuneration of the auditor 
 
   The Audit Committee proposes that the auditor be remunerated according 
to the auditor's approved invoice. 
 
   14. Election of the auditor 
 
   The Audit Committee proposes that authorised public accountants 
PricewaterhouseCoopers Oy be elected as auditor. PricewaterhouseCoopers 
Oy has informed the Company that in the event it is re-elected as 
auditor, the auditor with principal responsibility will be Mr. Juha 
Wahlroos. 
 
   15. Resolution of the continuation of the corporate reorganisation 
application in respect of the Company 
 
   The district court of Espoo, Finland, decided to commence the corporate 
reorganisation process in respect of the Company on 29 November 2013 
based on the application of the Board of Directors. The Board of 
Directors proposes that the annual general meeting would, pursuant to 
the Finnish Companies Act, resolve to continue the corporate 
reorganisation application of the Company. 
 
   16. Resolution to authorise the Board of Directors to cancel the listing 
of the Company's shares on the official list maintained by the UK 
Financial Services Authority and remove such shares from trading on the 
main market for listed securities of London Stock Exchange plc 
 
   The Board of Directors proposes that the annual general meeting would, 
with a 75 per cent majority, resolve to authorise the Board of Directors 
to cancel the listing of the Company's shares on the official list 
maintained by the UK Financial Services Authority and remove such shares 
from trading on the main market for listed securities of London Stock 
Exchange plc. 
 
   17. Resolution to amend the Articles of Association 
 
   The Board of Directors proposes that the annual general meeting would, 
with a 75 per cent majority, resolve to amend the Articles of 
Association of the Company. 
 
   The resolution to amend the Articles of Association shall be conditional 
upon the completion of the cancellation of the listing of the Company's 
shares on the official list maintained by the UK Financial Services 
Authority and removing such shares from trading on the main market for 
listed securities of London Stock Exchange plc referred to in Section 16 
above. 
 
   The main content of the proposed amendments to the Articles of 
Association is as follows: 
 
   1.         The reference to the registration date is removed from 
Article 4-- of the Articles of Association; 
 
   2.         The obligation to convene the general meeting upon 
resignation of a board member is deleted from Article 5-- of the 
Articles of Association (5.1--); the requirement for a majority on the 
election of a board member is removed (5.2--); the requirement for the 
re-election of a board member in Article 5.4-- is deleted; Article 5.5-- 
on the deemed resignation of a board member is deleted; 
 
   3.         Article 6-- on the restrictions on the borrowing powers of 
the Board is deleted; 
 
   4.         The numbering of Article 7-- 'Managing Director' is changed 
to 6--; 
 
   5.         Article 8-- on the Board committees is deleted; 
 
   6.         Technical amendments are made to Article 9--; the numbering 
of Article 9-- concerning representation of the Company is changed to 
7--; 
 
   7.         The provision in Article 10-- on the term of the auditor is 
amended so that the term will expire at the conclusion of the annual 
general meeting following such appointment; the numbering of Article 
10-- 'Auditors of the Company' is changed to 8--; 
 
   8.         The numbering of Article 11-- 'Accounting Period' is changed 
to 9--; 
 
   9.         The provision in Article 12-- on the manner in which a notice 
to the general meeting may be published is amended whereby such notice 
must be published on the website of the Company and that the Board of 
Directors may publish the notice or an announcement thereon in one or 
several newspapers; the numbering of Article 12-- 'Convening the General 
Meeting' is changed to 10--; 
 
   10.        Technical amendments are made to Article 13--; the numbering 
of Article 13-- 'Annual General Meeting' is changed to 11--; 
 
   11.        Article 14-- on the deviation from the pre-emptive rights of 
the shareholders is deleted; 
 
   12.        Article 15-- on disclosure notices is deleted. 
 
   18. Resolution on a share issue to the Company without consideration 
 
   The Board of Directors proposes that the annual general meeting would 
decide on a share issue to the Company without consideration. The number 
of the new shares issued would be 190,615,000. 
 
   19. Resolution to authorise the Board of Directors to resolve on the 
conveyance of the treasury shares 
 
   The Board of Directors proposes that the annual general meeting would, 
with a 75 per cent majority, resolve to authorise the Board of Directors 
to decide on the conveyance, in one or several transactions, of a 
maximum of 190,615,000 of the treasury 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 for or without consideration 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. However, the shares may not be conveyed in any debt to equity 
conversion in accordance with the potential corporate reorganisation 
plan of the Company. The consideration, if any, paid in connection with 
the conveyance of the treasury 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 treasury shares.  The share conveyance authorisation 
is proposed to be valid until 11 June 2019. 
 
   20. Resolution to authorise the Board of Directors to resolve on the 
repurchase of the treasury shares 
 
   The Board of Directors proposes that the annual general meeting would 
resolve to authorise the Board of Directors to decide on the repurchase 
of the treasury shares on the following conditions: 
 
   By virtue of the authorisation, the Board of Directors is entitled to 
decide on the repurchase, in one or several transactions, of a maximum 
of 190,615,000 of the treasury shares. The proposed number of shares 
corresponds to less than 10 per cent of all the shares in the Company. 
 
   Treasury 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 maximum price payable for any 
repurchased share shall be the higher of: 
 
 
   1. an amount equal to 5 per cent above the average closing price of such 
      shares for the five business days prior to the date of purchase; or 
 
   2. an amount equal to the higher of the last independent trade and the 
      highest current independent bid. 
 
 
   The above-mentioned conditions on the maximum price payable for any 
repurchased share shall be applied to the trading of the Company's share 
on the stock exchange on which treasury shares are acquired. 
 
   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 personnel incentive program. 
 
   Treasury shares acquired to the Company may be held, cancelled or 
conveyed. The authorisation shall also include the right to take the 
treasury shares as pledge to secure the potential receivables of the 
Company. 
 
   The Board of Directors shall decide on other matters related to the 
repurchase of the treasury shares. 
 
   The repurchase authorisation is proposed to be valid until 11 December 
2015. 
 
   21. Closing of the meeting 
 
   B. DOCUMENTS OF THE ANNUAL GENERAL MEETING 
 
   This notice, the proposals of the Board of Directors on the agenda of 
the annual general meeting as well as the Company's annual accounts; the 
related review of the Board of Directors and the related auditor's 
report for the year ended 31 December 2013 are available on the 
Company's website at www.talvivaara.com/agm-2014. The proposals of the 
Board of Directors and the other above-mentioned documents will also be 
available at the meeting. Copies of these documents and of this notice 
will be sent to shareholders upon request. The minutes of the annual 
general meeting will be available on the above-mentioned website as from 
26 June 2014. 
 
   C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING 
 
   1. Shareholders registered in the shareholders' register 
 
   Each shareholder, who is registered on 2 June 2014 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 4:00 p.m. (Finnish time) on 
9 June 2014 by giving a prior notice of participation. The notice has to 
be received by the Company before the end of the registration period. 
Such notice can be given: 
 
   (a)                  on the Company's website www.talvivaara.com/home; 
 
   (b)                  by e-mail to the address agm@talvivaara.com; 
 
   (c)                  by telefax to the number +358 20 712 9801; or 
 
   (d)                  by regular mail to the Company's address, Ahventie 
4 B, 5th floor, FI-02170 Espoo, Finland. 
 
   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 annual general meeting and with the processing of 
related registrations. The shareholder, his/her authorised 
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 2 June 
2014, 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 on 9 June 2014 by 10:00 a.m. (Finnish time). 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 the registration for the annual general meeting from his/her 
custodian bank. The account operator 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 the Company 
at the Company's address given above before the last date for 
registration. 
 
   4. Other instructions and information 
 
   Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a 
shareholder who is present at the annual 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, 13 May 2014, 
the total number of shares and votes in the Company is 1,906,167,480. 
 
   The annual general meeting will be held in the Finnish language, but 
questions can also be presented in the English language. 
 
   Espoo, Finland, on 13 May 2014 
 
   TALVIVAARA MINING COMPANY PLC 
 
   The Board of Directors 
 
   NOTICE OF THE ANNUAL GENERAL MEETING 14.5.2014: 
http://hugin.info/136227/R/1785241/612039.pdf 
 
   This announcement is distributed by NASDAQ OMX Corporate Solutions on 
behalf of NASDAQ OMX Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Talvivaaran Kaivososakeyhtiö Oyj via Globenewswire 
 
   HUG#1785241 
 
 
  http://www.talvivaara.com 
 

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