Talvivaaran Kaivososakeyhtiö Oyj - Company Announcement

Talvivaara Mining Company Plc. Notice of EGM 4 Jan 2011

Stock Exchange Release

Talvivaara Mining Company Plc

4 January 2011


                         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 27
January   2011 at   11.00 a.m.   (GMT+2)  at  Scandic  Marina  Congress  Center,
Katajanokanlaituri 6, FI-00160 Helsinki, Finland. Registration of attendees will
start at 10.00 a.m. (GMT+2).

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
special rights (the "Resolution")

On  16 December  2010, the  Company  issued  EUR 225 million in senior unsecured
convertible   bonds   due  2015 (the  "Bonds")  which  were  subscribed  for  by
international institutional investors.

The  Bonds carry a coupon  of 4.00 per cent. per  annum payable semi-annually in
arrears  commencing on 16 June 2011. The yield to maturity of the Bonds is 6.50
per  cent. per annum.  The initial conversion  price per share  of the Bonds has
been  set  at  GBP  7.0043 (EUR  8.3435), representing a 30 per cent. conversion
premium  to the volume-weighted  average price of  the Company's ordinary shares
(the  "Ordinary Shares") on  the London Stock  Exchange during the book-building
process  related to the offering of the Bonds.  The issue price of the Bonds was
100 per  cent.  of  their  principal  amount  and,  unless previously converted,
redeemed  or purchased  and cancelled,  will be  redeemed at  114.5 per cent. of
their  principal  amount  ("Accreted  Principal  Amount") at maturity which will
accrete  during the life of the Bonds. The Company will have the right to redeem
all  outstanding Bonds  at their  then Accreted  Principal Amount  together with
accrued  interest at any time if less  than 15 per cent. of the Bonds originally
issued remain outstanding.

The  Board of Directors  proposes that the  extraordinary general meeting would,
with  the qualified majority of  two-thirds as set out  in the Finnish Companies
Act,  approve the issue of  special rights in respect  of the Bonds. The special
rights would be granted, for no consideration, to the initial subscribers of the
Bonds  and/or to any subsequent  purchasers of the Bonds  (the "Issue of Special
Rights").  The special rights  would be attached  to the Bonds  and could not be
separated from the Bonds.

Prior  to the approval  of the Resolution  at the extraordinary general meeting,
holders  of  the  Bonds  will  be  entitled  to exercise a cash settlement right
whereby  they  would  receive  a  cash  amount  equal to the market value of the
Ordinary  Shares notionally  underlying the  Bonds as  detailed in the terms and
conditions  of the Bonds.  The maximum number  of new Ordinary Shares notionally
underlying  the  initial  issue  size  is  currently 26,967,028 Ordinary Shares,
representing  approximately  11 per  cent.  of  the  Company's current number of
Ordinary Shares in issue.

After  approval  of  the  Resolution  at  the  extraordinary general meeting and
assuming  no adjustments to the conversion price,  the Bonds may be converted to
up  to 26,967,028 Ordinary Shares  based on the  initial conversion price of GBP
7.0043 (EUR  8.3435) per Ordinary  Share. The  right to  convert the  Bonds into
Ordinary  Shares in  the Company  commences after  the Company  has notified the
holders  of the  Bonds of  the approval  of the  Resolution at the extraordinary
general  meeting  and  ends  on  10 December  2015 as  set  out in the terms and
conditions  of the Bonds. The cash settlement  right of the holders of the Bonds
will  expire upon the Bonds becoming  convertible into Ordinary Shares. Pursuant
to  the terms and conditions of the Bonds, the conversion price will be adjusted
for  any  cash  dividends  paid  during  the  conversion period of the Bonds. In
addition,  the terms  and conditions  of the  Bonds provide  for customary anti-
dilution   adjustments   of   the   conversion  price  in  the  event  of  share
consolidations,  share splits, share distributions, cash distributions, spin-off
events, rights issues and reorganizations.

The  Board of Directors  considers that there  are important economic reasons to
issue  the special rights in  respect of the Bonds  as the issuance of the Bonds
allowed  the Company to strengthen its financial position under terms (including
the  execution timetable) that would  not, in the understanding  of the Board of
Directors, have been otherwise available.

Certain  shareholders  of  the  Company,  comprising  Mr.  Pekka  Perä,  CEO  of
Talvivaara,  Varma Mutual Pension Insurance Company and Ilmarinen Mutual Pension
Insurance  Company,  who  together  represent  approximately 36 per cent. of the
Ordinary  Shares currently  issued and  outstanding, have  irrevocably agreed to
vote in favour of the Resolution at the extraordinary general meeting.

7. Closing of the meeting

THE MEETING MATERIALS

The  proposal of the  Board of Directors  regarding the issue  of special rights
(which  includes the terms and  conditions of the Bonds)  as well as this notice
are  available  on  the  Company's  website at www.talvivaara.com/egm-2011 . The
2009 Annual  Report, including the Company's latest annual accounts, the related
review  of the Board of  Directors and the related  auditor's report, as well as
the  Corporate  Governance  Statement  of  the  Company,  the Interim Report for
January  - September  2010 and the  statement by  the Board  of Directors on the
events  occurring after the Interim  Report and having a  material effect on the
position  of the Company are also  available on the above-mentioned website. The
proposal  of  the  Board  of  Directors,  the 2009 Annual Report and the Interim
Report  will also be available at the  meeting. Copies of these documents and of
this notice will be sent to shareholders upon request.

INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

The right to participate and registration

Each  shareholder,  who  is  registered  on  17 January  2011 in the register of
shareholders  of the Company  held by Euroclear  Finland Ltd., has  the right to
participate  in the extraordinary  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 wishing to participate in the extraordinary general meeting shall
register  for the meeting no later  than 4.00 p.m. (GMT+2) on 24 January 2011 by
giving  a notice of attendance. Such notice can be given either by e-mail to the
address  egm@talvivaara.com, by  facsimile to  the number +358 20 712 9801 or by
regular  mail to the Company's address Ahventie 4 B, 5th floor, Espoo, FI-02170
Finland   or   via   the  Company's  website  www.talvivaara.com.  The  internet
registration via Company's website shall commence on 5 January 2011 at 2.00 p.m.
(GMT+2).

In  connection with the  registration, a shareholder  shall notify his/her name,
personal  identification number,  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 extraordinary general meeting
and with the processing of related registrations.

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

Proxy representative and powers of attorney

A  shareholder may participate in the extraordinary 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
extraordinary general meeting.

When a shareholder participates in the extraordinary 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 extraordinary general meeting.

Possible  proxy documents should be delivered in originals to the Company at the
Company's address given above before the last date for registration.

Holder of nominee registered shares

A  holder  of  nominee  registered  shares  is  advised to request without delay
necessary   instructions   regarding   the   registration  in  the  register  of
shareholders of the Company, the issuing of proxy documents and the registration
for  the extraordinary general meeting from  his/her custodian bank. The account
management  organization of the custodian bank will register a holder of nominee
registered  shares,  who  wants  to  participate  in  the  extraordinary general
meeting,  to be  temporarily entered  into the  register of  shareholders of the
Company at the latest on 24 January 2011 by 10.00 a.m. (GMT+2).

Other instructions and information

On  the  date  of  this  notice  to the extraordinary general meeting, 5 January
2011, the  total number of shares and votes in Talvivaara Mining Company Plc was
245,316,718.

The  extraordinary general  meeting will  be held  in the  Finnish language, but
questions can also be presented in the English language.

Espoo, Finland, on 5 January 2011



TALVIVAARA MINING COMPANY PLC

THE BOARD OF DIRECTORS




[HUG#1477039]

Attachments:

Talvivaara - NOTICE OF EXTRAORDINARY GENERAL MEETING 04.01.2011.pdf