Talvivaara Mining Company Plc
Notice of Extraordinary General Meeting
Stock Exchange Release
Talvivaara Mining Company Plc
17 February 2012
Talvivaara Mining Company Plc
(Incorporated and registered in the Republic of Finland with business identity
code 1847894-2)
Notice of Extraordinary General Meeting
The shareholders of TALVIVAARA MINING COMPANY PLC (the "Company") are hereby
invited to the extraordinary general meeting of the Company to be held on 12
March 2012 at 10:00 a.m. (GMT+2) at Scandic Marina Congress Center,
Katajanokanlaituri 6, FI-00160 Helsinki, Finland. Registration of attendees will
start at 9:00 a.m. (GMT+2).
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THE MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
The meeting will consider the following matters:
1. Opening of the meeting
2. Calling the extraordinary 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 extraordinary general meeting
5. Recording the attendance at the extraordinary general meeting and adoption of
the list of votes
6. A proposal by the Board of Directors regarding a resolution on the issue of
new shares for consideration in deviation from the pre-emptive subscription
rights of the shareholders
The Board of Directors proposes that the extraordinary general meeting would,
with the qualified majority of three-fourths set forth in Article 14 of the
Articles of Association, approve the issue of up to 24,589,050 new ordinary
shares for consideration, in deviation from the shareholders´ pre-emptive
subscription rights, to investors procured by Merrill Lynch International,
Liberum Capital Limited and Pohjola Corporate Finance Ltd (the "Directed
Issue").
In the Directed Issue, up to 24,589,050 new ordinary shares (the "Placing
Shares") are to be offered for subscription for a subscription price of £2.80
(EUR3.38) per share. The proposed number of the Placing Shares represents
approximately 10 per cent. of all the ordinary shares in the Company. The
subscription for the Placing Shares must be made by 12 March 2012 and in any
event by 21 March 2012 at the latest.
The subscription price is based upon a placing agreement executed on 16 February
2012 between the Company, Merrill Lynch International, Liberum Capital Limited
and Pohjola Corporate Finance Ltd (the "Placing Agreement"), and the
subscription price has been determined on the basis of a book-building targeted
at institutional investors. The subscription price must be paid in cash at the
time of subscription. The subscription price paid for the Placing Shares