Talvivaaran Kaivososakeyhtiö Oyj : Resolutions of Talvivaara Mining Company
Plc Annual General Meeting
Stock Exchange Release
Talvivaara Mining Company Plc
2 May 2013
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
today on 2 May 2013, all the resolutions proposed, as set out in the notice of
the meeting to shareholders dated 25 March 2013, 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 2012. Annual General Meeting resolved that no dividend
is paid for 2012 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 Remuneration Committee 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 2014 to be as follows:
Chairman of the Board of Directors: EUR 120,000/year, Deputy Chairman (Senior
Independent Director): EUR 69,000/year, Chairmen of the Board Committees: EUR
69,000/year, other Non-Executive Directors: EUR 48,000/year and Executive
Directors EUR 48,000/year.
As proposed by the Nomination Committee the Annual General Meeting decided the
number of Board members to be nine (9) and as proposed Mr. Tapani Järvinen,
Mr. Pekka Perä, Mr. Graham Titcombe, Mr. Edward Haslam, Ms. Eileen Carr, Mr.
Stuart Murray, Mr. Michael Rawlinson and Ms. Kirsi Sormunen were re-elected,
and Ms. Maija-Liisa Friman 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 for the financial year 2013.
PricewaterhouseCoopers Oy has confirmed that the auditor with principal
responsibility will be Ms. Ylva Eriksson.
Establishment of the Shareholders' Nomination Panel
As proposed by the Board of Directors the Annual General Meeting resolved to
establish a Shareholders' Nomination Panel to prepare proposals for the
election and remuneration of the members of the Board of Directors to General
Meetings. In addition, the Annual General Meeting adopted the Charter of the
Shareholders' Nomination Panel.
Resolution to amend article 8 of the Articles of Association
The Annual General Meeting also resolved to amend article 8 of the Company's
Articles of Association to correspond to the changes to be made to the duties
of the Board Committees due to the establishment of the Shareholder's
Nomination Panel and the current practices applied by the Company.
Talvivaara Mining Company Plc Tel: +358 20 7129 800
Pekka Perä, CEO
Saila Miettinen-Lähde, Deputy CEO and CFO
Talvivaara Resolutions of AGM 2013 2 5 2013
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Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE
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