Talvivaaran Kaivososakeyhtiö Oyj - Notice to general meeting

Talvivaaran Mining Company Plc. : Notice of Annual General Meeting 2012

NOTICE TO THE ANNUAL GENERAL MEETING

Notice  is given  to the  shareholders of  Talvivaara Mining  Company Plc to the
Annual  General Meeting  to be  held on  26 April 2012 at  10.00 a.m. (GMT+2) in
Sotkamo  at Hotel Holiday Club Katinkulta, at Katinkullantie 15, 88610 Vuokatti,
Finland.  The reception of persons  who have registered for  the meeting and the
distribution of voting tickets will commence at 9.00 a.m. (GMT+2).

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  scrutinize  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 2011
   ·         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 2011 and that the
loss  of 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  Remuneration Committee proposes that the fee  payable to the members of the
Board of Directors for the term until the close of the Annual General Meeting in
2013 be as follows: Chairman of the Board of Directors: EUR 120,000/year, Deputy
Chairman  (Senior Independent Director): EUR  69,000/year, Chairmen of the Board
Committees: EUR 69,000/year, other Non-executive Directors: EUR 48,000/year.

Should  the  Board  of  Directors  decide  to  engage an Executive Chairman, the
Remuneration  Committee  proposes  that  the  total  remuneration payable to the
Executive Chairman for the term until the close of the Annual General Meeting in
2013 be EUR 280,000/year.

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

The  Nomination  Committee  of  the  Board  of  Directors proposes to the Annual
General  Meeting that  the number  of the  members of  the Board of Directors is
confirmed to be eight (8).

12. Election of members of the Board of Directors

The  Nomination Committee proposes to the Annual General Meeting of Shareholders
that  Mr. Edward  Haslam, Ms.  Eileen Carr,  Mr. D.  Graham Titcombe, Mr. Tapani
Järvinen  and Mr. Pekka Perä be re-elected  as Board Members and that Mr. Stuart
Murray, Mr. Michael Rawlinson and Ms. Kirsi Sormunen be appointed as new members
of the Board of Directors, subject to their consent.

13. Resolution on the remuneration of the Auditor

The  Audit Committee  of the  Board of  Directors proposes  that the  Auditor be
reimbursed according to the auditor's approved invoice.

14. Election of Auditor

The  Audit Committee of  the Board of  Directors proposes that authorised public
accountants     PricewaterhouseCoopers     Oy    be    elected    as    Auditor.
PricewaterhouseCoopers  Oy has confirmed  that in the  event it is re-elected as
auditor, the auditor with principal responsibility will be Ms. Ylva Eriksson.

15. Authorising  the  Board  of  Directors  to  decide  on the repurchase of the
Company's own shares

The  Board  of  Directors  proposes  that  the Annual General Meeting resolve on
authorising  the  Board  of  Directors  to  decide  on the repurchase, in one or
several  transactions, of a  maximum of 10,000,000 of  the Company's own shares.
The  proposed number of shares  corresponds to less than  10 per cent of all the
shares in the Company.

Pursuant  to  the  proposal  of  the  Board  of  Directors,  own 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 shares shall be repurchased 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
incentive  programs. The authorisation shall also  include the right to take the
Company's  own  shares  as  pledge  to  secure  the potential receivables of the
Company.  Own shares  repurchased by  the Company  may be retained, cancelled or
conveyed.

The  repurchase authorisation is proposed to be valid until 25 October 2013. The
proposed  authorisation  replaces  the  authorisation  to repurchase 10,000,000
shares granted by the Annual General Meeting of 28 April 2011.

16. Authorising  the  Board  of  Directors  to  decide  on the conveyance of the
Company's own shares

The  Board of  Directors proposes  that the  Annual General  Meeting resolves on
authorising  the  Board  of  Directors  to  decide  on the conveyance, in one or
several transactions, of a maximum of 10,000,000 of the Company's own 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  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. The consideration, if  any, paid in connection the
conveyance  of the  Company's own  shares shall  be recorded  in the reserve for
invested unrestricted equity.

The  Board of Directors shall decide on  other matters related to the conveyance
of  the Company's  own shares.  The conveyance  authorisation is  proposed to be
valid until 25 April 2014.

17. Closing of the meeting

B.     Documents of the Annual General Meeting

The  proposals for  the decisions  on the  matters on  the agenda  of the Annual
General  Meeting,  this  notice  as  well  as  the  Annual  Report, the Board of
Directors'  Review and the Auditor's Report of Talvivaara Mining Company Plc are
available  on Talvivaara Mining Company Plc's website at www.talvivaara.com/agm-
2012no later  than  27 March  2012. The  proposals  for  decisions and the other
above-mentioned  documents are  also available  at the  meeting. Copies of these
documents  and of  this notice  will be  sent to  shareholders upon request. The
minutes  of the meeting will be available on the above-mentioned website as from
10 May 2012.

C.     Instructions for the participants in the Annual General Meeting

1.      Shareholders registered in the shareholders' register

Each  shareholder,  who  is  registered  on  16 April  2012 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 20 April 2012 at  4.00 p.m. (GMT+2) by giving a prior
notice of participation, which shall be received by the Company no later than on
the above-mentioned date. Such notice can be given:

 a. on the Company's website www.talvivaara.com/home;
 b. by e-mail agm(at)talvivaara.com;
 c. by telefax +358 20 712 9801; or
 d. by regular mail to Talvivaara Mining Company Plc, Ahventie 4 B, 5th floor,
    Espoo, FIN-02170 Finland.


In  connection with the  registration, a shareholder  shall notify his/her name,
personal  identification number/Business  ID, 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 Annual General
Meeting  and  with  the  processing  of  related registrations. The shareholder,
his/her   authorized   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 16 April 2012, 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 by 23 April 2012 by 10 a.m. (GMT+2). 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 registration for the
Annual  General  Meeting  from  his/her  custodian  bank. The account management
organization  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 Talvivaara Mining
Company  Plc, Ahventie 4 B, 5th floor,  Espoo FIN-02170, Finland before the last
date for registration.

4.      Other instructions and information

Pursuant  to chapter  5, section 25 of  the Companies  Act, a shareholder who is
present at the 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 19 March 2012, the
total   number  of  shares  and  votes  in  Talvivaara  Mining  Company  Plc  is
270,591,300 shares and votes.

The  Annual General Meeting will be held  in the Finnish language, but questions
can also be presented in the English language.


Espoo 19 March 2012

TALVIVAARA MINING COMPANY PLC

The Board of Directors

[HUG#1595195]

Attachments:

Talvivaara Notice of Annual General Meeting 2012.pdf