Talvivaaran Kaivososakeyhtiö Oyj - Notice to convene extr.general meeting

Talvivaara Mining Company Plc: NOTICE OF EXTRAORDINARY GENERAL MEETING

Stock Exchange Release
Talvivaara Mining Company Plc
14 February 2013


                         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 8
March  2013 at 10:00 a.m. (GMT+2)  at Finlandia Hall,  Mannerheimintie 13 e, FI-
00100 Helsinki,  Finland.  Registration  of  attendees  will  start at 9:00 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 scrutinise 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. Authorising the Board of Directors to decide on a share issue

The  Board of  Directors proposes  that the  extraordinary general meeting would
authorise  the Board of  Directors to undertake  a share issue for consideration
pursuant  to  the  shareholders'  pre-emptive  subscription  right. The Board of
Directors would have the right to decide upon the offering to parties determined
by  the  Board  of  Directors  of  any  shares  that may remain unsubscribed for
pursuant  to the shareholders' pre-emptive  subscription right. A maximum number
of  26,000,000,000 new shares could be  issued in the share  issue. The Board of
Directors  would be authorised  to determine the  subscription price for the new
shares  and the other terms and conditions of the share issue. The authorisation
of  the Board  of Directors  to issue  shares would  be valid  until 31 December
2013. The  authorisation is conditional  upon the granting  of the authorisation
referred to in Section 7.

7. Authorising  the  Board  of  Directors  to  decide to issue new shares and/or
special   rights   entitling   to  shares  in  deviation  from  the  pre-emptive
subscription rights of the shareholders

The  Board of Directors  proposes that the  extraordinary general meeting would,
with  the majority set forth in Article 14 of the Articles of Association, grant
an authorisation to the Board of Directors to decide to issue up to 600,000,000
new  shares through one  or several share  issues and/or by  granting of special
rights  entitling to  shares, as  referred to  in Chapter  10, Section 1, of the
Finnish  Companies Act  in order  to carry  out an  adjustment of the conversion
price  in accordance with the  terms and conditions of  the convertible bonds of
the  Company due 2013 resulting from the share  issue referred to in Section 6.
The  authorisation  would  be  valid  until  31 December  2013. The  use  of the
authorisation  is conditional upon the completion of the share issue referred to
in Section 6.

8. Closing of the meeting

THE MEETING MATERIALS

This  notice, which  includes the  proposals of  the Board  of Directors  on the
agenda  of  the  extraordinary  general  meeting,  is available on the Company's
website  at  www.talvivaara.com/egm-2013. The  Company's  annual  accounts,  the
related  reviews of the Board of Directors and the related auditor's reports for
the  years ended  31 December 2011 and  2012, the Interim  Report for  January -
March  2012, the Interim Report for January  - June 2012, the Interim Report for
January  - September 2012, the  Annual Results Review  2012 and the statement by
the  Board of Directors on the events  occurring after the Annual Results Review
2012 and  having  a  material  effect  on  the  position of the Company are also
available  on  the  above-mentioned  website.  The  proposals  of  the  Board of
Directors,  the Company's annual  accounts, the related  reviews of the Board of
Directors  and the  related auditor's  reports for  the years  ended 31 December
2011 and  2012, the Interim Report for January  - March 2012, the Interim Report
for January - June 2012, the Interim Report for January - September 2012 and the
Annual  Results Review 2012 and the  statement by the Board  of Directors on the
events  occurring after  the Annual  Results Review  2012 and having  a material
effect  on the position  of the Company  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  26 February  2013 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 5 March 2013 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, FI-02170 Espoo,
Finland, or via the Company's website, www.talvivaara.com. Internet registration
via the Company's website is expected to commence on 14 February 2013.

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 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
operator  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 5 March 2013 by 10:00 a.m. (GMT+2).

Other instructions and information

On  the date  of this  notice to  the extraordinary general meeting, 14 February
2013, the total number of shares and votes in the Company is 272,309,640.

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

Espoo, Finland, on 14 February 2013

TALVIVAARA MINING COMPANY PLC

THE BOARD OF DIRECTORS


[HUG#1678147]

Attachments:

TALVIVAARA NOTICE OF EXTRAORDINARY GENERAL MEETING 14.2.2013.pdf