Stock Exchange Release
Talvivaara Mining Company Plc
15 June 2016
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 11:00 am (Finnish time) today on 15 June 2015, all the resolutions proposed by the Board of Directors and the Shareholders' Nomination Panel of the Company as set out in the notice of the meeting dated 24 may 2016, 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 2015. Annual General Meeting resolved that no dividend is paid for 2015 and that the loss for 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 decided 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 2017 will not be amended and therefore be as follows: Chairman of the Board of Directors: EUR 84,000/year and other Non-Executive Directors: EUR 48,000/year. The remuneration of the Executive Director is included in his base salary, and it is not paid out separately. No additional fees shall be paid for the Board Committee work, and there will be no separate meeting fees payable for the Board and Board Committee meetings. 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 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 by the Nomination Panel.
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.
Resolution to amend the Articles of Association
The Annual General Meeting resolved to amend article 2§ of the Articles of Association of the Company concerning the line of business in accordance with the proposal by the Board of Directors.
The amended article 2§ of the Articles of Association concerning the line of business reads as follows:
"The line of business of the Company is to engage in ore exploration, exploitation, excavation and other mining activities and in metals, machine, chemical and construction industries and any business activities supporting them. The Company may also engage in the business operations based on know-how acquired in aforementioned sectors or related to or compatible with them. The Company may operate either directly or through subsidiaries, associated companies or joint ventures."
Enquiries
Talvivaara Mining Company Plc Tel +358 20 7129 800
Pekka Perä, CEO
Pekka Erkinheimo Deputy CEO
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