TALV Talvivaara

 
TIDMTALV 
 
 
   Stock Exchange Release 
 
   Talvivaara Mining Company Plc. 
 
   14 May 2014 
 
   TALVIVAARA MINING COMPANY PLC: NOTICE OF ANNUAL GENERAL MEETING; THE 
PROPOSALS INCLUDE, AMONG OTHERS, DELISTING OF SHARES FROM THE LONDON 
STOCK EXCHANGE 
 
   The board of directors of Talvivaara Mining Company Plc (the "Company") 
has decided to convene an annual general meeting of shareholders of the 
Company (the "AGM") 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). 
 
   In order to reduce certain costs associated with potential material 
capital market transactions and other transactions in a distressed 
financial situation and due to the fact that a very large majority of 
shareholders of the Company trade their shares on the official list of 
the Helsinki Stock Exchange, a resolution, with a 75 per cent majority, 
to authorise the board of directors to cancel the listing of shares on 
the Official List and remove such shares from trading on the Main Market 
of the London Stock Exchange will be proposed by the board of directors 
at the AGM. Conditional on the proposed resolution being approved at the 
AGM, the Company will apply to cancel the listing of shares on the 
Official List and remove such shares from trading on the Main Market of 
the London Stock Exchange. It is anticipated that cancellation of 
listing of the shares on the Official List will take effect at 10:00 
a.m. (Finnish time) on or about 14 July 2014 being not less than 20 
business days following the passing of the delisting resolution. 
Following the above-mentioned effective date of the cancellation of the 
listing of the shares on the Official List, the shares of the Company 
can only be traded on the Helsinki Stock Exchange. 
 
   In addition to the above-mentioned proposal regarding delisting, the 
proposals to be made at the AGM include the following: 
 
   In order for the Company to be able to continue its corporate 
reorganisation process in accordance with the Finnish Companies Act, a 
resolution of the continuation of the corporate reorganisation 
application of the Company will be proposed by the board of directors at 
the AGM. As stated in a circular to shareholders which the Company will 
shortly publish, the positive turn in the nickel market since the early 
part of 2014, together with the loan and streaming holiday agreement 
that was entered into with Nyrstar in early April 2014, has improved 
Talvivaara's situation and in the short term enables the continuation of 
the Company's and Talvivaara Sotkamo Ltd's corporate reorganisation. 
These developments also facilitate a faster re-commencement of the ore 
production and enable Talvivaara to continue to explore the options of 
identifying potential investor(s) to participate in a long-term, overall 
financial solution for Talvivaara. 
 
   In order to amend the Articles of Association to a form customary for 
Finnish companies whose shares are listed on the Helsinki Stock Exchange, 
a resolution, with a 75 per cent majority, to amend the Articles of 
Association will be proposed by the board of directors at the AGM. 
 
   Furthermore, a resolution on the proposed share issue of 190,615,000 new 
shares to the Company without consideration, a resolution to authorise 
the board of directors to decide on the conveyance of up to 190,615,000 
treasury shares and a resolution to authorise the board of directors to 
decide on the repurchase of up to 190,615,000 treasury shares will be 
proposed by the board of directors at the AGM. 
 
   The AGM also decides on the matters that must be considered at the AGM 
pursuant to the Finnish Companies Act and the Articles of Association, 
including: 
 
 
   1. the adoption of the financial statements of the Company; 
 
   2. the resolution on measures to be taken owing to the result of the 
      financial period and the payment of dividend; 
 
   3. the resolution on the discharge of the member of the board of directors 
      and the CEO from liability; and 
 
   4. the election and remuneration of the members of the board of directors 
      and the auditor of the Company. 
 
 
   The notice of AGM in full has been published as a separate stock 
exchange release. The Company will shortly publish a circular to 
shareholders in respect of the AGM. 
 
 
 
   Enquiries: 
 
   Talvivaara Mining Company Plc tel. +358 20 712 9800 
 
   Pekka Perä, CEO 
 
   Saila Miettinen-Lähde, Deputy CEO and CFO 
 
   Talvivaara Mining Company Plc 
 
   Talvivaara Mining Company is an internationally significant base metals 
producer with its primary focus on nickel and zinc using a technology 
known as bioheapleaching to extract metals out of ore. Bioheapleaching 
makes extraction of metals from low grade ore economically viable. The 
Talvivaara deposits comprise one of the largest known sulphide nickel 
resources in Europe. The ore body is estimated to support anticipated 
production for several decades. Talvivaara has secured a 10-year 
off-take agreement for 100 per cent of its main output of nickel and 
cobalt to Norilsk Nickel and entered into a long-term zinc streaming 
agreement with Nyrstar NV. Talvivaara is listed on the London Stock 
Exchange Main Market and NASDAQ OMX Helsinki. Further information can be 
found at www.talvivaara.com. 
 
   AGM Notice - proposals include delisting from LSE: 
http://hugin.info/136227/R/1785243/612062.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#1785243 
 
 
  http://www.talvivaara.com 
 

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