Notice is given to the shareholders of Talvivaara Mining Company Plc to the
Annual General Meeting to be held on 15 April 2010 at 3:00 p.m. (Finnish time)
at the Company's offices in Sotkamo at Talvivaarantie 66, FI-88120 Tuhkakylä,
Finland. The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 2:00 p.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 Annual General Meeting to order
3. Election of persons to scrutinize the minutes and to supervise the
counting of votes
4. Recording the legality of the Annual General Meeting
5. Recording the attendance at the Annual General Meeting and adoption of
the list of votes
6. Presentation of the annual accounts, the report of the board of
directors and the auditor's report for the year 2009
· Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the loss shown on the balance sheet and the
payment of dividend
The Board of Directors has decided to propose that no dividend is paid and that
the result of the financial period is entered into the Company's profit/loss
account.
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 Remuneration Committee of the Board of Directors proposes that the Board
Members' compensation be kept unchanged, whereby the annual compensation would
be as follows: Chairman of the Board of Directors EUR 153,000, Deputy Chairman
(Senior Independent Director) EUR 64,000, Chairman of the Audit Committee EUR
64,000, other Non-executive Directors and Executive Directors EUR 48,000.
11. Resolution on the number of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the Annual
General Meeting that the number of the members of the Board of Directors is
confirmed to be eight (8).
12. Election of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that, Mr. Edward
Haslam, Mr. Eero Niiva, Ms. Eileen Carr, Mr. D. Graham Titcombe, Mr. Pekka Perä
and Ms. Saila Miettinen-Lähde be re-elected as Board Members and Mr. Roland
Junck and Mr. Tapani Järvinen be appointed as new members of the Board of
Directors, subject to their consent.
13. Resolution on the remuneration of the auditor
The Audit Committee of the Board of Directors proposes the Auditor be reimbursed
according to the auditor's approved invoice.
14. Election of auditor
The Audit Committee of the Board of Directors proposes that authorised public
accountants PricewaterhouseCoopers Oy be elected as Auditor KHT Ms. Ylva
Eriksson acting as the Principal Auditor.
15. Proposal by the Board of Directors to amend article 5 § of the Articles of
Association concerning rotation of the Members of the Board of Directors
The Board of Directors proposes that the Annual General Meeting resolves to
amend article 5 § of the Company's Articles of Association to provide for a
resignation of all the members of the Board of Directors at each Annual General
Meeting of Shareholders.
16. Proposal by the Board of Directors to amend article 12 § of the Articles of
Association concerning the notice to the General Meeting of Shareholders
The Board of Directors proposes that the Annual General Meeting resolves to
amend article 12 § of the Company's Articles of Association regarding the notice
to the General Meeting of Shareholders and the registration with the Company so
that it coincides with the Finnish Companies Act currently in force.
Following the proposed amendment, the shareholders are convened to the Annual or
Extraordinary Shareholders' Meeting by a notice sent at the earliest three (3)
months and at the latest twenty-one (21) days before the meeting, however, at
the minimum nine (9) days before the record date of the Shareholder's' Meeting.
To be allowed to take part in a Shareholders' Meeting a shareholder must
register with the company at the latest by the date mentioned in the notice
convening the meeting and which date may not be earlier than ten (10) days
before the Shareholders' Meeting.
17. Proposal by Board of Directors regarding authorisation of the Board of
Directors to resolve on the repurchase of the Company's own shares
The Board of Directors proposes that the Annual General Meeting resolves on
authorising the Board of Directors to decide on the repurchase, in one or
several transactions, of a maximum of 10,000,000 of the Company's own shares.
The proposed number of shares corresponds to less than 10 per cent of all the
shares in the Company. The proposed authorisation replaces the authorisation to
repurchase 10,000,000 shares granted by the Annual General Meeting of 28 April
2009.
Pursuant to the proposal of the Board of Directors, own 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 shares shall be repurchased 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 programme. The authorisation shall also include the right to
take the Company's own shares as pledge to secure the potential receivables of
the Company. Own shares repurchased by the Company may be retained, cancelled or
conveyed. The repurchase authorisation is proposed to be valid until 14 October
2011.
18. Proposal by Board of Directors regarding authorisation of the Board of
Directors to resolve on the conveyance of the Company's own shares
The Board of Directors proposes that the Annual General Meeting resolves on
authorising the Board of Directors to decide on the conveyance, in one or
several transactions, of a maximum of 10,000,000 of the Company's own shares.
The proposed authorisation replaces the authorisation to convey 10,000,000
shares granted by the Annual General Meeting of 28 April 2009.
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 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. The consideration, if any, paid in connection the
conveyance of the Company's own 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 Company's own shares. The conveyance authorisation is proposed to be
valid until 14 April 2012.
19. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals of the Board of Directors and its committees relating to the
agenda of the General Meeting as well as this notice are available on
Talvivaara's website at www.talvivaara.com/agm. The annual report of Talvivaara
Mining Company Plc, including the Company's annual accounts, the report of the
Board of Directors and the Auditor's report, as well as the Corporate Governance
Statement of the Company is available on the above-mentioned website no later
than on 16 March 2010.
The proposals of the Board of Directors and the annual accounts are also
available at the meeting. Copies of these documents and of this notice will be
sent to shareholders upon request.
C. Instructions for the participants in the general meeting
1. The right to participate and registration
Each shareholder, who is registered on 1 April 2010 in the register of
shareholders 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 wishing to participate in the Annual General Meeting shall
register for the Meeting no later than 12 April 2010 by giving a notice of
attendance. Such notice can be given either by e-mail to the address
agm@talvivaara.com, by facsimile to the number +358 20 712 9801 or by regular
mail to the Company's address Ahventie 4 B, 5(th) floor, Espoo, FIN-02170
Finland.
In connection with the registration, a shareholder shall notify his/her name,
personal identification number, 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 Talvivaara Mining
Company Plc is used only in connection with the Annual General Meeting and with
the processing of related registrations.
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 ask questions with
respect to the matters to be considered at the meeting.
2. 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.
3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the register of
shareholders of the Company, the issuing of proxy documents and registration for
the general meeting from his/her custodian bank. The account management
organization of the custodian bank will register a holder of nominee registered
shares, who wants to participate in the Annual General Meeting, to be
temporarily entered into the register of shareholders of the Company at the
latest on 12 April 2010 by 10:00 a.m. (GMT+2).
4. Other instructions and information
On the date of this notice to the Annual General Meeting, 9 March 2010, the
total number of shares and votes in Talvivaara Mining Company Plc was
245,176,718.
The Annual General Meeting will be held in the Finnish language, but questions
can also be presented in the English language.
Espoo, on 9 March 2010
TALVIVAARA MINING COMPANY PLC
THE BOARD OF DIRECTORS
[HUG#1391958]