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 15 June 2017 at 11:00 a.m.
(Finnish time) at Open Innovation House, Seminaarisali, Maarintie
6, Espoo. 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 2016
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 2016 and that the profit 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 2018 will be amended as follows: Chairman of the Board
of Directors: EUR 75,000/year (previously EUR 84,000/year),
Chairman of the Audit Committee: EUR 48,000/year and other
Non-Executive Directors: EUR 43,000/year (previously EUR
48,000/year). The remuneration of the Executive Director is
included in his base salary, and it is not paid out separately. No
additional fees shall be paid for the Board Committee work, except
to the Chairman of the Audit Committee and there will be no
separate meeting fees payable for the Board and Board Committee
meetings. The traveling expenses shall be reimbursed in accordance
with the Company's travel policy.
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 four.
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. Stuart Murray and Ms. Solveig Törnroos-Huhtamäki be
re-elected as members of 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 invoice
approved by the Company.
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 APA, Mr. Juha Wahlroos.
15. Closing of
the meeting
B. DOCUMENTS OF
THE ANNUAL GENERAL MEETING
This notice, the proposals of the
Board of Directors and the Shareholders' Nomination Panel 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 2016
are available on the Company's website at
www.talvivaara.com/agm-2017. The proposals of the Board of
Directors and the Shareholders' Nomination Panel as well as 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 29
June 2017.
C. INSTRUCTIONS
FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Shareholders
registered in the shareholders' register
Each shareholder, who is
registered on 5 June 2017 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 12 June 2017 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;
(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 5 June 2017, 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 12 June 2017 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, 18 May 2017 the total amount of the
shares and votes entitling to participation in the annual general
meeting is 4,189,807,162.
The annual general meeting will be
held in the Finnish language, but questions can also be presented
in the English language.
Espoo, Finland, on 18 May 2017
TALVIVAARA MINING COMPANY PLC
The Board of Directors
Notice of AGM
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq 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
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