Talvivaaran Kaivososakeyhtiö Oyj - Notice to general meeting

Talvivaara Mining Company Plc : Notice of AGM

Stock Exchange Release
Talvivaara Mining Company Plc
24 May 2016



                      NOTICE OF THE ANNUAL GENERAL MEETING

Notice  is  given  to  the  shareholders  of  Talvivaara Mining Company Plc (the
"Company")  of the annual general  meeting to be held  on 15 June 2016 at 11:00
a.m.  (Finnish time) in Espoo at the premises of Aalto University, Auditorium D,
Undergraduate  Centre, at Otakaari  1, Espoo, 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).

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 scrutinise 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 2015

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 2015 and that the
loss  for 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  Shareholders' Nomination Panel proposes that  the annual fee payable to the
members  of the Board  of Directors for  the term until  the close of the Annual
General  Meeting  in  2017 will  not  be  amended  and  therefore be as follows:
Chairman  of  the  Board  of  Directors: EUR 84,000/year and other Non-Executive
Directors:  EUR  48,000/year. The  remuneration  of  the  Executive  Director is
included  in his base salary,  and it is not  paid out separately. No additional
fees  shall be paid for the Board Committee  work, and there will be no separate
meeting  fees payable for the Board  and Board Committee meetings. The traveling
expenses shall be reimbursed in accordance with the Company's travel policy.

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

The  Nomination Panel proposes to the annual  general meeting that the number of
the members of the Board of Directors is confirmed to be four (previously five).

12. Election of members of the Board of Directors

The  Nomination Panel  proposes to  the annual  general meeting  that Mr. Tapani
Järvinen,  Mr. Pekka Perä, Mr. Stuart  Murray and Ms. Solveig Törnroos-Huhtamäki
be re-elected as members of the Board of Directors.

13. Resolution on the remuneration of the auditor

The  Audit Committee proposes  that the auditor  be remunerated according to the
auditor's invoice approved by the Company.

14. Election of the auditor

The    Audit    Committee    proposes   that   authorised   public   accountants
PricewaterhouseCoopers  Oy be elected as  auditor. PricewaterhouseCoopers Oy has
informed  the Company that in the event it is re-elected as auditor, the auditor
with principal responsibility will be APA, Mr. Juha Wahlroos.

15.  Proposal by the Board of Directors to amend the Articles of Association

The  Board of Directors proposes that  section 2§ of the Articles of Association
of  the Company concerning the line of  business be made more versatile to cover
also the development of new types of businesses.

According  to the proposal by the Board of Directors, section 2§ of the Articles
of  Association concerning the  line of business  would in its  entirety read as
follows:

"The  line  of  business  of  the  Company  is  to  engage  in  ore exploration,
exploitation,  excavation and  other mining  activities and  in metals, machine,
chemical  and  construction  industries  and  any business activities supporting
them.  The Company may also engage in  the business operations based on know-how
acquired  in aforementioned sectors  or related to  or compatible with them. The
Company   may  operate  either  directly  or  through  subsidiaries,  associated
companies or joint ventures."

16. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

This  notice,  the  proposals  of  the  Board of Directors and the Shareholders'
Nomination  Panel on  the agenda  of the  annual general  meeting as well as the
Company's  annual accounts, the related review of the Board of Directors and the
related  auditor's report for  the year ended  31 December 2015 are available on
the Company's website at www.talvivaara.com/agm-2016. The proposals of the Board
of  Directors and the Shareholders' Nomination Panel as well as the other above-
mentioned  documents  will  also  be  available  at the meeting. Copies of these
documents  and of  this notice  will be  sent to  shareholders upon request. The
minutes  of the annual general meeting  will be available on the above-mentioned
website as from 29 June 2016.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 3 June 2016 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 4:00 p.m. (Finnish  time) on 10 June 2016 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;
(b)        by e-mail to the address agm@talvivaara.com;
(c)        by telefax to the number +358 20 712 9801; or
(d)         by regular mail  to the Company's  address, Ahventie 4 B, 5th floor,
FI-02170 Espoo, Finland.

In  connection with the  registration, a shareholder  shall notify his/her name,
personal identification number/business identity code, 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 the
Company  is used only in connection with the annual general meeting and with the
processing   of  related  registrations.  The  shareholder,  his/her  authorised
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 3 June 2016, 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  on  10 June  2016 by  10:00 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 the registration for
the  annual general meeting from his/her custodian bank. The account operator 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 the Company at the
Company's address given above before the last date for registration.

4. Other instructions and information

Pursuant  to Chapter 5, Section  25 of the Finnish  Companies Act, a shareholder
who  is  present  at  the  annual  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, 23 May 2016 the total
amount  of the shares and votes entitling to participation in the annual general
meeting is 1,915,271,152.

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

Espoo, Finland, on 23 June 2016

TALVIVAARA MINING COMPANY PLC

The Board of Directors




[HUG#2014891]

Attachments:

Notice of AGM.pdf