Talvivaara AGM Notice; Proposals include, among others, delisting of shares from the LSE

NOTICE OF ANNUAL GENERAL MEETING; THE PROPOSALS INCLUDE, AMONG OTHERS, DELISTING OF SHARES FROM THE LONDON STOCK EXCHANGE

The board of directors of Talvivaara Mining Company Plc (the "Company") has decided to convene an annual general meeting of shareholders of the Company (the "AGM") 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).

In order to reduce certain costs associated with potential material capital market transactions and other transactions in a distressed financial situation and due to the fact that a very large majority of shareholders of the Company trade their shares on the official list of the Helsinki Stock Exchange, a resolution, with a 75 per cent majority, to authorise the board of directors to cancel the listing of shares on the Official List and remove such shares from trading on the Main Market of the London Stock Exchange will be proposed by the board of directors at the AGM. Conditional on the proposed resolution being approved at the AGM, the Company will apply to cancel the listing of shares on the Official List and remove such shares from trading on the Main Market of the London Stock Exchange. It is anticipated that cancellation of listing of the shares on the Official List will take effect at 10:00 a.m. (Finnish time) on or about 14 July 2014 being not less than 20 business days following the passing of the delisting resolution. Following the above-mentioned effective date of the cancellation of the listing of the shares on the Official List, the shares of the Company can only be traded on the Helsinki Stock Exchange.

In addition to the above-mentioned proposal regarding delisting, the proposals to be made at the AGM include the following:

In order for the Company to be able to continue its corporate reorganisation process in accordance with the Finnish Companies Act, a resolution of the continuation of the corporate reorganisation application of the Company will be proposed by the board of directors at the AGM. As stated in a circular to shareholders which the Company will shortly publish, the positive turn in the nickel market since the early part of 2014, together with the loan and streaming holiday agreement that was entered into with Nyrstar in early April 2014, has improved Talvivaara's situation and in the short term enables the continuation of the Company's and Talvivaara Sotkamo Ltd's corporate reorganisation. These developments also facilitate a faster re-commencement of the ore production and enable Talvivaara to continue to explore the options of identifying potential investor(s) to participate in a long-term, overall financial solution for Talvivaara.

In order to amend the Articles of Association to a form customary for Finnish companies whose shares are listed on the Helsinki Stock Exchange, a resolution, with a 75 per cent majority, to amend the Articles of Association will be proposed by the board of directors at the AGM.

Furthermore, a resolution on the proposed share issue of 190,615,000 new shares to the Company without consideration, a resolution to authorise the board of directors to decide on the conveyance of up to 190,615,000 treasury shares and a resolution to authorise the board of directors to decide on the repurchase of up to 190,615,000 treasury shares will be proposed by the board of directors at the AGM.

The AGM also decides on the matters that must be considered at the AGM pursuant to the Finnish Companies Act and the Articles of Association, including:

i. the adoption of the financial statements of the Company;

ii. the resolution on measures to be taken owing to the result of the financial period and the payment of dividend;

iii. the resolution on the discharge of the member of the board of directors and the CEO from liability; and

iv. the election and remuneration of the members of the board of directors and the auditor of the Company.

The notice of AGM in full has been published as a separate stock exchange release. The Company will shortly publish a circular to shareholders in respect of the AGM.



Enquiries:

Talvivaara Mining Company Plc tel. +358 20 712 9800
Pekka Perä, CEO
Saila Miettinen-Lähde, Deputy CEO and CFO



Talvivaara Mining Company Plc

Talvivaara Mining Company is an internationally significant base metals producer with its primary focus on nickel and zinc using a technology known as bioheapleaching to extract metals out of ore. Bioheapleaching makes extraction of metals from low grade ore economically viable. The Talvivaara deposits comprise one of the largest known sulphide nickel resources in Europe. The ore body is estimated to support anticipated production for several decades. Talvivaara has secured a 10-year off-take agreement for 100 per cent of its main output of nickel and cobalt to Norilsk Nickel and entered into a long-term zinc streaming agreement with Nyrstar NV. Talvivaara is listed on the London Stock Exchange Main Market and NASDAQ OMX Helsinki. Further information can be found at www.talvivaara.com.


AGM Notice - proposals include delisting from LSE:
http://hugin.info/136227/R/1785243/612062.pdf



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Source: Talvivaaran Kaivososakeyhtiö Oyj via GlobeNewswire [HUG#1785243]