Talvivaaran Kaivososakeyhtiö Oyj - Decisions of general meeting

Resolutions of Talvivaara Mining Company Plc Annual General Meeting 2012

Stock Exchange Release
Talvivaara Mining Company Plc
26 April 2012



    Resolutions of Talvivaara Mining Company Plc Annual General Meeting 2012



Talvivaara  Mining Company  Plc ("Talvivaara"  or the  "Company") is  pleased to
announce  that, at the  Annual General Meeting  of the Company  held at 10:00 am
today  on 26 April 2012, all the resolutions proposed,  as set out in the notice
of the meeting to shareholders dated 19 March 2012, 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  2011. Annual General  Meeting resolved  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.


The Board of Directors and the Auditor

As  proposed by the  Remuneration Committee 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 2013 to 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  total remuneration payable to the
Executive Chairman for the term until the close of the Annual General Meeting in
2013 was approved to be EUR 280,000/year.

As  proposed by the Nomination Committee  the Annual General Meeting decided the
number  of Board members to be eight (8)  and as proposed Mr. Edward Haslam, Ms.
Eileen Carr, Mr. D. Graham Titcombe, Mr. Tapani Järvinen and Mr. Pekka Perä were
re-elected as Board members and Mr. Stuart Murray, Mr. Michael Rawlinson and Ms.
Kirsi Sormunen were appointed as new members of the Board of Directors.

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 for  the financial  year 2012. The
auditor with principal responsibility will be Ms. Ylva Eriksson.


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

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


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

The  Annual General Meeting resolved to 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 valid until 25
April 2014.



ENQUIRIES


Talvivaara Mining Company Plc Tel: +358 20 7129 800

Harri Natunen, Chief Executive Officer
Saila Miettinen-Lähde, Deputy CEO and CFO



[HUG#1606346]

Attachments:

Resolutions of Talvivaara AGM 2012 26.4.2012.pdf