ENP Newswire -
Release date- 13062014 -
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
In addition to the annual fee, a fee of
The Annual General Meeting decided that the number of Board members be seven (7) and re-elected Mr.
It was resolved that the auditor will be reimbursed according to the auditor's approved invoice. The authorised public accountants
Resolution on the continuation of the corporate reorganisation application
The district court of Espoo,
Resolution to authorise the Board of Directors to cancel the listing of the Company's shares on the official list maintained by the
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
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
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
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
Deputy CEO and CFO
Tel: +358 20 7129 800
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
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