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Stock Exchange Release
Talvivaara Mining Company Plc
2 February 2017
Talvivaara's Extraordinary General Meeting resolved to approve the proposal by the Board of Directors to authorise the Board of Directors resolve on a share issue
An Extraordinary General Meeting of Talvivaara Mining Company Plc (the "Company") has today on 2 February 2017 resolved to approve the proposal by the Board of Directors to authorise the Board of Directors resolve on a share issue for consideration pursuant to the shareholders' pre-emptive subscription right to raise the funds needed to pay the remaining restructuring debts of the Company and/or to finance the development of the Company's new business opportunities. Based on the authorization, the number of shares which can be issued through one or several share issues shall not exceed 40,000,000,000 shares in aggregate. The Board of Directors may decide to issue new shares and/or the Company's own shares held in treasury by the Company. The Board of Directors has the right to decide upon the offering to parties determined by the Board of Directors of any shares that may remain unsubscribed for pursuant to the shareholders' pre-emptive subscription right. Should the total number of the shares in the Company afterwards decrease as a result of a reverse share split, the maximum number of the shares to be issued based on the authorisation shall decrease pro rata. The Board of Directors is authorised to determine the subscription price for the new shares and the other terms and conditions of the share issue. The authorisation of the Board of Directors to issue shares is valid until 30 June 2018.
On 10 April 2015, the Administrator of the restructuring proceedings of the Company filed the final Draft Restructuring Programme with the District Court of Espoo. The confirmation and entry into force of the Draft Restructuring Programme requires the fulfilment of certain special conditions. One of these special conditions was that the general meeting of shareholders executes or authorises the Company's Board of Directors to execute a financial arrangement (e.g. a share issue, bond or other financing instrument) to raise the funds needed for paying the remaining restructuring debts and for covering other possible liabilities to the extent the Company's other funds are not sufficient for such purpose. The Company's view is that the authorization of the Board of Directors approved by the Extraordinary General Meeting today fulfills this special condition of the Draft Restructuring Programme.
Talvivaara Mining Company Plc Tel +358 20 7129 800
Pekka Perä, CEO
Pekka Erkinheimo, Deputy CEO