Talvivaaran Kaivososakeyhtiö Oyj - Notice to general meeting

Talvivaara Mining Company Plc : Notice of AGM 2013

NOTICE TO THE ANNUAL GENERAL MEETING

Notice  is given  to the  shareholders of  Talvivaara Mining  Company Plc to the
Annual  General Meeting to be held on 2 May 2013 at 10.00 a.m. (Finnish time) in
Helsinki  at Finlandia  Hall, Mannerheimintie  13 e, FI-00100 Helsinki, Finland.
The   reception  of  persons  who  have  registered  for  the  meeting  and  the
distribution of voting tickets will commence at 9.00 a.m. (Finnish time).

A.     Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1.      Opening of the meeting

2.      Calling the meeting to order

3.      Election  of  persons  to  scrutinize  the  minutes and to supervise the
counting of votes

4.      Recording the legality of the meeting

5.      Recording  the attendance  at the  meeting and  adoption of  the list of
votes

6.      Presentation of the Financial Statements, the Board of Directors' Review
 and the Auditor's Report for the year 2012
   ·         Review by the CEO

7.      Adoption of the Financial Statements

8.      Resolution  on measures to be taken owing to the result of the financial
period and the payment of dividend

The  Board of Directors proposes 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.

9.      Resolution on the discharge of the members of the Board of Directors and
the CEO from liability

10.   Resolution on the remuneration of the members of the Board of Directors

The  Remuneration Committee proposes that the fee  payable to the members of the
Board of Directors for the term until the close of the Annual General Meeting in
2014 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. The remuneration of the Executive Directors
is  included in  their base  salary, and  it is  not paid out separately. To the
extent a member of the Board has several positions, such member is entitled only
to  one (the highest)  annual fee payable  among such positions  while the other
fee(s) is/are forfeited.


11. Resolution on the number of members of the Board of Directors

The  Nomination  Committee  of  the  Board  of  Directors proposes to the Annual
General  Meeting that  the number  of the  members of  the Board of Directors is
confirmed to be nine (9).

12. Election of members of the Board of Directors

The  Nomination Committee proposes to the Annual General Meeting of Shareholders
that  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  be re-elected,  and that  Ms. Maija-Liisa  Friman be  elected as a new
member to the Board.

13. Resolution on the remuneration of the Auditor

The  Audit Committee  of the  Board of  Directors proposes  that the  Auditor be
reimbursed according to the auditor's approved invoice.

14. Election of Auditor

The  Audit Committee of  the Board of  Directors proposes that authorised public
accountants     PricewaterhouseCoopers     Oy    be    elected    as    Auditor.
PricewaterhouseCoopers  Oy has confirmed  that in the  event it is re-elected as
auditor, the auditor with principal responsibility will be Ms. Ylva Eriksson.

15. Board's proposal for establishment of a Shareholders' Nomination Panel

The  Board of Directors  proposes to the  Annual General Meeting  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 Board of  Directors proposes the  adoption of the  Charter of the
Shareholders' Nomination Panel.

According  to the proposal, the Shareholders' Nomination Panel comprises of four
members nominated by shareholders and the Chairman of the Board of Directors and
one  other  member  of  the  Board  of  Directors  appointed  by  the Board. The
Shareholders'  Nomination Panel will elect a  Chairman from amongst its members.
The  right  to  nominate  the  shareholder  representatives lies with those four
shareholders  whose share of all the voting rights in the company is the largest
on  the last working day of September preceding the next Annual General Meeting.
The  largest  shareholders  are  determined  on  the  basis of the shareholders'
register  of the company held  by Euroclear Finland Ltd.  However, holdings by a
shareholder  who, under the Finnish Securities Market Act, has the obligation to
disclose  changes in shareholdings  (flagging obligation) that  are divided into
several  funds or registers, will be summed up when calculating the share of all
the  voting rights, provided that such shareholder presents a written request to
that effect to the Chairman of the company's Board of Directors no later than on
the  penultimate working day of September  preceding the Annual General Meeting.
Should  a shareholder not wish to use  its nomination right, the right transfers
to  the  next  largest  shareholder,  who  would otherwise not have a nomination
right.

16. Board's proposal to amend article 8 of the Articles of Association

The  Board of Directors proposes that, should the Annual General Meeting resolve
to  establish a Shareholders' Nomination Panel  referred to in section 15 above,
the Annual General Meeting resolves 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 and the current practices applied by the company.

Following  the proposed  amendment the  article 8 would  in its entirety read as
follows:

8 § Committees

The  company  has  at  least  the  following  committees  for which the Board of
Directors  will establish the number of members, the detailed tasks and terms of
reference.

 a. The company shall have an audit committee consisting of at least three (3)
    members from amongst the members of the Board of Directors, with the task to
    supervise and develop the internal control of the company and to oversee the
    statutory audit and consider the independence, effectiveness and objectivity
    of the external auditors, including the nature and extent of non-audit
    services provided as well as advice and make recommendations to the Board of
    Directors and the shareholders' meeting on issues related thereto.
 b. The company shall have a nomination and governance committee consisting of
    at least three (3) members from amongst the members of the Board of
    Directors. The task of the nomination committee is, within its powers, to
    supervise and develop the nomination of new members of the Board of
    Directors and to oversee, review and, if necessary, develop company's
    policies and practices concerned with corporate governance and disclosure.
 c. The company shall have a remuneration committee consisting of at least three
    (3) members from amongst the members of the Board of Directors. The
    committee's task is to supervise, follow up and develop the remunerations
    paid to the management and to supervise, follow up and develop any other
    remuneration or reward system of the company.


17. Closing of the meeting

B.     Documents of the Annual General Meeting

The  proposals for  the decisions  on the  matters on  the agenda  of the Annual
General  Meeting, this notice as well as  the Financial Statements, the Board of
Directors'  Review and the Auditor's Report of Talvivaara Mining Company Plc are
available          on          the          company's         website         at
www.talvivaara.com/investors/General_Meeting/agm-2013no later    than    3 April
2013. The  proposals for decisions  and the other  above-mentioned documents are
also available at the meeting. Copies of these documents and of this notice will
be  sent  to  shareholders  upon  request.  The  minutes  of the meeting will be
available on the above-mentioned website as from 16 May 2013.

C.     Instructions for the participants in the Annual General Meeting

1.      Shareholders registered in the shareholders' register

Each  shareholder,  who  is  registered  on  19 April  2013 in the shareholders'
register  of  the  company  held  by  Euroclear  Finland  Ltd., has the right to
participate  in  the  Annual  General  Meeting.  A shareholder, whose shares are
registered  on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company.

A  shareholder, who is  registered in the  shareholders' register of the company
and  who wants to participate in the  Annual General Meeting, shall register for
the  meeting no later than 26 April 2013 at 4.00 p.m. (Finnish time) by giving a
prior  notice of  participation. The  notice has  to be  received by the company
before the end of the registration period. Such notice can be given:

 a. on the company's website www.talvivaara.com/home;
 b. by e-mail agm(at)talvivaara.com;
 c. by telefax +358 20 712 9801; or
 d. by regular mail to Talvivaara Mining Company Plc, Ahventie 4 B, 5th floor,
    Espoo, FIN-02170 Finland.


In  connection with the  registration, a shareholder  shall notify his/her name,
personal  identification number/Business  ID, address,  telephone number and the
name   of  a  possible  assistant  or  proxy  representative  and  the  personal
identification  number of  a proxy  representative. The  personal data  given to
Talvivaara Mining Company Plc is used only in connection with the Annual General
Meeting  and  with  the  processing  of  related registrations. The shareholder,
his/her   authorized   representative   or  proxy  representative  shall,  where
necessary, be able to prove his/her identity and/or right of representation.

2.      Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
General  Meeting by virtue of  such shares, based on  which he/she on the record
date  of the Annual General Meeting, i.e. on 19 April 2013, would be entitled to
be  registered in  the shareholders'  register of  the company held by Euroclear
Finland Ltd. The right to participate in the Annual General Meeting requires, in
addition,  that the shareholder on the basis  of such shares has been registered
into  the temporary shareholders' register held by Euroclear Finland Ltd. at the
latest by 26 April 2013 by 10 a.m. (Finnish time). As regards nominee registered
shares this constitutes due registration for the Annual General Meeting.

A  holder  of  nominee  registered  shares  is  advised to request without delay
necessary instructions regarding the registration in the temporary shareholder's
register of the company, the issuing of proxy documents and registration for the
Annual  General  Meeting  from  his/her  custodian  bank. The account management
organization  of  the  custodian  bank  has  to  register  a  holder  of nominee
registered  shares, who wants to participate in the Annual General Meeting, into
the  temporary shareholders' register of  the company at the  latest by the time
stated above.

3.      Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her
rights  at the  meeting by  way of  proxy representation. A proxy representative
shall  produce  a  dated  proxy  document  or  otherwise  in  a  reliable manner
demonstrate  his/her right  to represent  the shareholder  at the Annual General
Meeting.  When a shareholder participates in the Annual General Meeting by means
of  several proxy  representatives representing  the shareholder  with shares at
different  securities accounts,  the shares  by which  each proxy representative
represents   the   shareholder  shall  be  identified  in  connection  with  the
registration for the Annual General Meeting.

Possible  proxy documents should be delivered  in originals to Talvivaara Mining
Company  Plc, Ahventie 4 B, 5th floor,  Espoo FIN-02170, Finland before the last
date for registration.

4.      Other instructions and information

Pursuant  to chapter  5, section 25 of  the Companies  Act, a shareholder who is
present at the general meeting has the right to request information with respect
to the matters to be considered at the meeting.

On  the date  of this  notice to  the Annual  General Meeting 25 March 2013, the
total   number  of  shares  and  votes  in  Talvivaara  Mining  Company  Plc  is
272,309,640 shares and votes.

The  Annual General Meeting will be held  in the Finnish language, but questions
can also be presented in the English language.


Espoo 25 March 2013

TALVIVAARA MINING COMPANY PLC

The Board of Directors

[HUG#1688014]

Attachments:

Talvivaara Mining Company Plc : Notice of AGM 2013.pdf