TALV Talvivaara

 
TIDMTALV 
 
   Stock Exchange Release 
 
   Talvivaara Mining Company Plc 
 
   12 June 2014 
 
   Resolutions of Talvivaara Mining Company Plc Annual General Meeting 
 
   Talvivaara Mining Company Plc ("Talvivaara" or the "Company") is pleased 
to announce that, at the Annual General Meeting of the Company held at 
11:00 am (Finnish time) today on 12 June 2014, all the resolutions 
proposed, as set out in the notice of the meeting to shareholders dated 
13 May 2014, were duly passed. 
 
   Talvivaara's Annual General Meeting approved the financial statements 
and discharged the members of the Board of Directors and the CEO from 
liability for the financial year 2013. Annual General Meeting resolved 
that no dividend is paid for 2013 and that the loss of the financial 
period is entered into the Company's profit/loss account on the balance 
sheet. 
 
   The Board of Directors and the Auditor 
 
   As proposed by the Shareholders' Nomination Panel, the Annual General 
Meeting approved 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 to be as follows: Chairman of the Board of Directors: EUR 
84,000/year, Deputy Chairman (Senior Independent Director): EUR 
48,000/year, Chairmen of the Board Committees: EUR 48,000/year, other 
Non-executive Directors: EUR 33,500/year and Executive Directors EUR 
33,500/year. 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 Annual General Meeting decided that the number of Board members be 
seven (7) and re-elected Mr. Tapani Järvinen, Mr. Pekka Perä, 
Mr. Graham Titcombe, Mr. Edward Haslam, Mr. Stuart Murray and Ms. 
Maija-Liisa Friman  to the Board and elected Ms. Solveig 
Törnroos-Huhtamäki as a new member to the Board. 
 
   It was resolved that the auditor will be reimbursed according to the 
auditor's approved invoice. The authorised public accountants 
PricewaterhouseCoopers Oy was elected as the auditor of the Company. 
PricewaterhouseCoopers Oy has confirmed that the auditor with principal 
responsibility will be Mr. Juha Wahlroos. 
 
   Resolution on the continuation of the corporate reorganisation 
application 
 
   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 Annual General 
Meeting resolved to continue the corporate reorganisation application of 
the Company. 
 
   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 Annual General Meeting resolved 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 decision by the Board of Directors on the de-listing and the 
relevant dates will be announced separately. 
 
   Resolution to amend the Articles of Association 
 
   The Annual General Meeting resolved to amend the Articles of Association 
of the Company. The resolution is 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. 
 
   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. 
 
 
   Resolution on a share issue to the Company without consideration 
 
   The Annual General Meeting decided on a share issue to the Company 
without consideration. The number of the new shares issued is 
190,615,000. 
 
   Resolutions to authorise the Board of Directors to resolve on the 
conveyance and the repurchase of the treasury shares 
 
   It was resolved 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 share conveyance authorisation is valid until 11 June 2019. 
 
   The Annual General Meeting also resolved to authorise the Board of 
Directors to decide on the repurchase of the treasury shares. 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. 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 repurchase authorisation is valid until 11 December 2015. 
 
   Enquiries 
 
   Talvivaara Mining Company Plc Tel +358 20 7129 800 
 
   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. Talvivaara is listed on the London Stock 
Exchange Main Market and NASDAQ OMX Helsinki. Further information can be 
found at www.talvivaara.com. 
 
   Resolutions of Talvivaara Mining Company Plc Annual General Meeting: 
http://hugin.info/136227/R/1792515/617001.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#1792515 
 
 
  http://www.talvivaara.com 
 

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