Stock Exchange Release
Talvivaara Mining Company Plc
25 June 2015
Resolutions of Talvivaara Mining Company Plc Annual General Meeting
Talvivaara Mining Company Plc ("Talvivaara" or the "Company") is pleased to announce that, at the Annual General Meeting of the Company held at 10:00 am (Finnish time) today on 25 June 2015, all the resolutions proposed, as set out in the notice of the meeting to shareholders dated 3 June 2015, were duly passed with the exception of the proposals of the Shareholders' Nomination Panel regarding the number of Board members and the composition of the Board which were amended as indicated below.
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 2014. Annual General Meeting resolved that no dividend is paid for 2014 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 2016 to be as follows: Chairman of the Board of Directors: EUR 84,000/year (previously EUR 84,000/year) and other Non-executive Directors: EUR 48,000/year (previously the Deputy Chairman of the Board of Directors and the Chairmen of the Board Committees EUR 48,000/year and other Non-Executive Directors EUR 33,500/year). In addition, the Annual General Meeting approved the proposal of the Nomination Panel, according to which no separate meeting fees are paid for the Board or the Committee work. The remuneration of the Executive Directors is included in their base salary, and it is not paid out separately. The traveling expenses shall be reimbursed in accordance with the Company's travel policy.
The Annual General Meeting decided that the number of Board members be five (5) while the Nomination Panel proposed the number to be four (4). Mr. Tapani Järvinen, Mr. Pekka Perä, Mr. Stuart Murray and Ms. Solveig Törnroos-Huhtamäki were re-elected to the Board in accordance with the proposal of the Nomination Panel. In addition, Mr. Kari Järvinen was elected 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 APA Mr. Juha Wahlroos.
Resolutions to authorise the Board of Directors to resolve on the share issue in deviation from the pre-emptive subscription rights of the shareholders to conduct the conversion of the unsecured restructuring debts into shares in the Company
The Annual General Meeting, with a majority of two thirds, resolved to authorise the Board of Directors to resolve on the share issue of up to 4,500,000,000 new shares in aggregate in deviation from the pre-emptive subscription rights of the shareholders through one or several share issues to conduct the conversion of the unsecured restructuring debts into new shares in the Company. The subscription price of the shares would be EUR 0.1144 per share and the subscription price shall be paid by setting off the subscriber's unsecured restructuring debt claim including any possible interest and costs relating thereto from the Company. The share issue authorisation is valid until 31 December 2017.
Enquiries
Talvivaara Mining Company Plc Tel +358 20 7129 800
Pekka Perä, CEO
Resolutions of Talvivaara Mining Co. Plc. AGM 2015 http://hugin.info/136227/R/1931560/694641.pdf
HUG#1931560
