News Column

Resolutions of Talvivaara Mining Company Plc Annual General Meeting

June 16, 2014



ENP Newswire - 16 June 2014

Release date- 13062014 - Talvivaara Mining Company Plc is pleased to announce that, at the Annual General Meeting of the Company held at 11:00 am 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 Jarvinen, Mr. Pekka Pera, Mr. Graham Titcombe, Mr. Edward Haslam, Mr. Stuart Murray and Ms. Maija-Liisa Friman to the Board and elected Ms. Solveig Tornroos-Huhtamaki 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:

The reference to the registration date is removed from Article 4 of the Articles of Association;

The obligation to convene the general meeting upon resignation of a board member is deleted from Article 5 of the Articles of Association; the requirement for a majority on the election of a board member is removed; 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;

Article 6 on the restrictions on the borrowing powers of the Board is deleted;

The numbering of Article 7 'Managing Director' is changed to 6;

Article 8 on the Board committees is deleted;

Technical amendments are made to Article 9; the numbering of Article 9 concerning representation of the Company is changed to 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;

The numbering of Article 11 'Accounting Period' is changed to 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;

Technical amendments are made to Article 13; the numbering of Article 13 'Annual General Meeting' is changed to 11;

Article 14 on the deviation from the pre-emptive rights of the shareholders is deleted;

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.

Contact:

Talvivaara Mining Company Plc

Pekka Pera

CEO

Saila Miettinen-Lahde

Deputy CEO and CFO

Tel: +358 20 7129 800

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.


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Source: ENP Newswire


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