Talvivaaran Kaivososakeyhtiö Oyj - Decisions of general meeting

Resolutions of Talvivaara Mining Company Plc Annual General Meeting

Stock Exchange Release
Talvivaara Mining Company Plc
12 June 2014



      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 11:00 am
(Finnish  time) today on 12 June 2014, all  the resolutions proposed, as set out
in  the  notice  of  the  meeting  to  shareholders dated 13 May 2014, 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  2013. Annual General  Meeting resolved  that no dividend is
paid  for 2013 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  Shareholders' Nomination Panel,  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  2015 to be as follows:
Chairman  of the  Board of  Directors: EUR  84,000/year, Deputy Chairman (Senior
Independent  Director): EUR  48,000/year, Chairmen of  the Board Committees: EUR
48,000/year, other   Non-executive   Directors:  EUR  33,500/year and  Executive
Directors  EUR 33,500/year. In addition to the annual  fee, a fee of EUR 600 per
meeting  of the Board of  Directors or the Board  Committees taking place in the
member's  domicile shall  be payable.  Should the  venue of  the meeting be in a
European  country other than the member's  domicile, the fee payable per meeting
shall be EUR 1,200. However, a fee of EUR 2,400 per meeting shall be payable, if
the  member's  domicile  or  the  venue  of  the  meeting is outside Europe. For
teleconference meetings the fee payable shall be EUR 600 per meeting.

The Annual General Meeting decided that the number of Board members be seven (7)
and  re-elected Mr.  Tapani Järvinen,  Mr. Pekka  Perä, Mr. Graham Titcombe, Mr.
Edward  Haslam, Mr. Stuart Murray  and Ms. Maija-Liisa Friman   to the Board and
elected Ms. Solveig Törnroos-Huhtamäki 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.  PricewaterhouseCoopers Oy has
confirmed  that  the  auditor  with  principal  responsibility  will be Mr. Juha
Wahlroos.

Resolution on the continuation of the corporate reorganisation application

The  district  court  of  Espoo,  Finland,  decided  to  commence  the corporate
reorganisation  process in respect  of the Company  on 29 November 2013 based on
the  application of the Board of  Directors. The Annual General Meeting resolved
to continue the corporate reorganisation application of the Company.

Resolution  to authorise  the Board  of Directors  to cancel  the listing of the
Company's  shares on the  official list maintained  by the UK Financial Services
Authority  and remove  such shares  from trading  on the  main market for listed
securities of London Stock Exchange plc

The  Annual  General  Meeting  resolved  to  authorise the Board of Directors to
cancel  the listing of the  Company's shares on the  official list maintained by
the  UK Financial Services Authority and remove  such shares from trading on the
main market for listed securities of London Stock Exchange plc.

The  decision by the Board of Directors on the de-listing and the relevant dates
will be announced separately.

Resolution to amend the Articles of Association

The  Annual General Meeting resolved to amend the Articles of Association of the
Company.  The resolution is conditional upon  the completion of the cancellation
of the listing of the Company's shares on the official list maintained by the UK
Financial  Services Authority and removing such  shares from trading on the main
market for listed securities of London Stock Exchange plc.

The main content of the proposed amendments to the Articles of Association is as
follows:
  1. The reference to the registration date is removed from Article 4§ of the
     Articles of Association;
  2. The obligation to convene the general meeting upon resignation of a board
     member is deleted from Article 5§ of the Articles of Association (5.1§);
     the requirement for a majority on the election of a board member is removed
     (5.2§); the requirement for the re-election of a board member in Article
     5.4§ is deleted; Article 5.5§ on the deemed resignation of a board member
     is deleted;
  3. Article 6§ on the restrictions on the borrowing powers of the Board is
     deleted;
  4. The numbering of Article 7§ 'Managing Director' is changed to 6§;
  5. Article 8§ on the Board committees is deleted;
  6. Technical amendments are made to Article 9§; the numbering of Article 9§
     concerning representation of the Company is changed to 7§;
  7. The provision in Article 10§ on the term of the auditor is amended so that
     the term will expire at the conclusion of the annual general meeting
     following such appointment; the numbering of Article 10§ 'Auditors of the
     Company' is changed to 8§;
  8. The numbering of Article 11§ 'Accounting Period' is changed to 9§;
  9. The provision in Article 12§ on the manner in which a notice to the general
     meeting may be published is amended whereby such notice must be published  on the website of the Company and that the Board of Directors may publish
     the notice or an announcement thereon in one or several newspapers; the
     numbering of Article 12§ 'Convening the General Meeting' is changed to 10§;
 10. Technical amendments are made to Article 13§; the numbering of Article 13§
     'Annual General Meeting' is changed to 11§;
 11. Article 14§ on the deviation from the pre-emptive rights of the
     shareholders is deleted;
 12. Article 15§ on disclosure notices is deleted.

Resolution on a share issue to the Company without consideration

The  Annual General  Meeting decided  on a  share issue  to the  Company without
consideration. The number of the new shares issued is 190,615,000.

Resolutions to authorise the Board of Directors to resolve on the conveyance and
the repurchase of the treasury shares



It was resolved to authorise the Board of Directors to decide on the conveyance,
in  one or  several transactions,  of a  maximum of  190,615,000 of the treasury
shares.  The  shares  held  by  the  Company  may  be  conveyed to the Company's
shareholders  in  proportion  to  their  present  holding or by waiving the pre-
emptive subscription rights of the shareholders, if there is a weighty financial
reason  for the Company. The shares may be conveyed for or without consideration
in  order to develop the capital structure of the Company or to finance or carry
out  future  acquisitions,  investments  or  other  arrangements  related to the
Company's  business or  as part  of the  Company's personnel  incentive program.
However,  the shares  may not  be conveyed  in any  debt to equity conversion in
accordance  with the potential corporate reorganisation plan of the Company. The
share conveyance authorisation is valid until 11 June 2019.

The  Annual General Meeting also resolved to authorise the Board of Directors to
decide on the repurchase of the treasury shares. By virtue of the authorisation,
the  Board  of  Directors  is  entitled  to  decide on the repurchase, in one or
several  transactions,  of  a  maximum  of  190,615,000 of  the treasury shares.
Treasury  shares shall be repurchased in  proportion other than that of holdings
of  the shareholders and by using the non-restricted equity. The shares shall be
acquired  through public trading  at the share  price prevailing at  the time of
acquisition. The repurchase authorisation is valid until 11 December 2015.



Enquiries
Talvivaara Mining Company Plc Tel +358 20 7129 800
Pekka Perä, CEO
Saila Miettinen-Lähde, Deputy CEO and CFO



Talvivaara Mining Company Plc
Talvivaara Mining Company is an internationally significant base metals producer
with  its  primary  focus  on  nickel  and  zinc  using  a  technology  known as
bioheapleaching  to extract metals out  of ore. Bioheapleaching makes extraction
of  metals  from  low  grade  ore  economically  viable. The Talvivaara deposits
comprise  one of the largest known sulphide  nickel resources in Europe. The ore
body  is  estimated  to  support  anticipated  production  for  several decades.
Talvivaara has secured a 10-year off-take agreement for 100 per cent of its main
output  of nickel and cobalt to Norilsk Nickel and entered into a long-term zinc
streaming  agreement  with  Nyrstar.  Talvivaara  is  listed on the London Stock
Exchange  Main Market and NASDAQ OMX  Helsinki. Further information can be found
at www.talvivaara.com.





[HUG#1792515]

Attachments:

Resolutions of Talvivaara Mining Company Plc Annual General Meeting.pdf