Talvivaaran Kaivososakeyhtiö Oyj - Company Announcement

Proposals of Talvivaara's Shareholders' Nomination Panel on the remuneration and the composition of the Board of Directors

Stock exchange release
Talvivaara Mining Company Plc
13 May 2014



            Proposals of Talvivaara's Shareholders' Nomination Panel
       on the remuneration and the composition of the Board of Directors


Proposals to the Annual General Meeting

The  Shareholders' Nomination Panel  ("Panel") of Talvivaara  Mining Company Plc
("Talvivaara"  or the  "Company") makes  the following  proposals to  the Annual
General  Meeting ("AGM")  provisionally scheduled  to be  held on 12 June 2014.
Talvivaara's  Board of Directors  will include the  proposals into the notice of
the Annual General Meeting to be published later.

Proposal on the remuneration of members of the Board of Directors

The  Shareholder' 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 2015 be as follows: Chairman  of the Board of Directors: EUR
84,000/year (previously  EUR 120,000/year), Deputy  Chairman (Senior Independent
Director):  EUR 48,000/year (previously EUR  69,000/year), Chairmen of the Board
Committees:  EUR  48,000/year (previously  EUR 69,000/year), other Non-executive
Directors:  EUR 33,500/year (previously EUR 48,000/year) and Executive Directors
EUR  33,500/year (previously  EUR  48,000/year). 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.

The Panel furthermore proposes that, 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
traveling  expenses shall be reimbursed in  accordance with the company's travel
policy.

The  remuneration  of  the  Executive  Director  is  included in Director's base
salary, and it is not paid out separately.

Proposal on the number and the election of the members of the Board of Directors

The  Shareholder' Nomination  Panel proposes  at the  Annual General  Meeting of
Shareholders  that the  number of  Board members  be seven  and that  Mr. Tapani
Järvinen,  Mr. Pekka  Perä, Mr.  Graham Titcombe,  Mr. Edward Haslam, Mr. Stuart
Murray  and Ms. Maija-Liisa Friman be re-elected, and that Ms. Solveig Törnroos-
Huhtamäki be elected as a new member to the Board.

Ms.  Eileen Carr, who  has been serving  as a non-executive  director and as the
Chairman of the Audit Committee since 2007, informed the Panel that she will not
offer herself for re-election to the Board at the forthcoming AGM.


Shareholders' Nomination Panel

Shareholders'  Nomination Panel  was established  in 2013 by  the Annual General
Meeting.  Its duty is to prepare proposals  for the election and remuneration of
the members of the Board of Directors to the General Meeting. The composition of
the Panel has been as follows:

  * Kari Järvinen, CEO,  nominated by Solidium Oy
  * Joni Hautojärvi, Managing Director of Norilsk Nickel Harjavalta Oy,
    nominated by Norilsk Nickel Holdings (Cyprus) Ltd
  * Pekka Perä, CEO of Talvivaara, as a shareholder of the Company
  * Tapani Järvinen, Chairman of the Board of Directors of the Company and
  * Graham Titcombe, Deputy Chairman of the Board of Directors of the Company


The Nomination Panel elected Kari Järvinen to act as the Chairman of the Panel.



Enquiries

Kari Järvinen, Solidium Oy, Tel. +358 10 830 8905
Tapani Järvinen,Talvivaara Mining Company Plc, Tel +358 20 7129 800

Annex: Biography of Solveig Törnroos-Huhtamäki



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#1785183]

Attachments:

Annex: Biography of Solveig Törnroos-Huhtamäki.pdf