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2014-05-14

Talvivaaran Kaivososakeyhtiö Oyj : NOTICE OF THE ANNUAL GENERAL MEETING

Stock Exchange Release

Talvivaara Mining Company Plc.

14 May 2014

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 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).

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 2013

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 2013 and that the
loss 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 2015 be as follows: Chairman of the Board of Directors:
EUR 84,000/year (previously EUR 120,000/year), Deputy Chairman (Senior
Independent Director): EUR 48,000/year (previously EUR 69,000/year), Chairmen
of the Board Committees: EUR 48,000/year (previously EUR 69,000/year), other
Non-executive Directors: EUR 33,500/year (previously EUR 48,000/year) and
Executive Directors EUR 33,500/year (previously EUR 48,000/year). To the
extent a member of the Board of Directors has several positions, such member
is entitled only to one (the highest) annual fee payable among such positions
while the other fee(s) is/are forfeited.

The Nomination Panel furthermore proposes that, 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 traveling expenses shall be reimbursed in
accordance with the Company's travel policy.

The remuneration of Executive Directors is included in Directors' base
salary, and it is not paid out separately.

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 seven (7).

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. Graham Titcombe, Mr. Edward Haslam, Mr. Stuart
Murray and Ms. Maija-Liisa Friman be re-elected, and that Ms. Solveig
Törnroos-Huhtamäki be elected as a new member to 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 approved invoice.

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 Mr. Juha Wahlroos.

15. Resolution of the continuation of the corporate reorganisation application
in respect of the Company

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 Board of Directors proposes
that the annual general meeting would, pursuant to the Finnish Companies Act,
resolve to continue the corporate reorganisation application of the Company.

16. 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 Board of Directors proposes that the annual general meeting would, with a
75 per cent majority, resolve 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.

17. Resolution to amend the Articles of Association

The Board of Directors proposes that the annual general meeting would, with a
75 per cent majority, resolve to amend the Articles of Association of the
Company.

The resolution to amend the Articles of Association shall be 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 referred to in Section 16 above.

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.

18. Resolution on a share issue to the Company without consideration

The Board of Directors proposes that the annual general meeting would decide
on a share issue to the Company without consideration. The number of the new
shares issued would be 190,615,000.

19. Resolution to authorise the Board of Directors to resolve on the
conveyance of the treasury shares

The Board of Directors proposes that the annual general meeting would, with a
75 per cent majority, resolve 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
consideration, if any, paid in connection with the conveyance of the treasury
shares shall be recorded in the reserve for invested unrestricted equity.

The Board of Directors shall decide on other matters related to the conveyance
of the treasury shares. The share conveyance authorisation is proposed to be
valid until 11 June 2019.

20. Resolution to authorise the Board of Directors to resolve on the
repurchase of the treasury shares

The Board of Directors proposes that the annual general meeting would resolve
to authorise the Board of Directors to decide on the repurchase of the
treasury shares on the following conditions:

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. The proposed number of shares corresponds
to less than 10 per cent of all the shares in the Company.

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 maximum price payable for any repurchased share shall be
the higher of:

1 an amount equal to 5 per cent above the average closing price of such
shares for the five business days prior to the date of purchase; or
2 an amount equal to the higher of the last independent trade and the highest
...

Författare Hugin

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