Talvivaaran Kaivososakeyhtiö Oyj - Decisions of general meeting

Resolutions of Talvivaara Mining Company Plc Annual General Meeting

Stock Exchange Release

Talvivaara Mining Company Plc

25 June 2015



      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 10:00 am
(Finnish  time) today on 25 June 2015, all  the resolutions proposed, as set out
in the notice of the meeting to shareholders dated 3 June 2015, were duly passed
with  the  exception  of  the  proposals  of  the Shareholders' Nomination Panel
regarding  the number of  Board members and  the composition of  the Board which
were amended as indicated below.

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  2014. Annual General  Meeting resolved  that no dividend is
paid  for 2014 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  2016 to be as follows:
Chairman   of   the   Board   of   Directors:  EUR  84,000/year (previously  EUR
84,000/year) and  other Non-executive Directors: EUR 48,000/year (previously the
Deputy  Chairman  of  the  Board  of  Directors  and  the  Chairmen of the Board
Committees  EUR 48,000/year and other Non-Executive Directors EUR 33,500/year).
In  addition, the Annual General Meeting approved the proposal of the Nomination
Panel, according to which no separate meeting fees are paid for the Board or the
Committee work. The remuneration of the Executive Directors is included in their
base  salary, and it is not paid out separately. The traveling expenses shall be
reimbursed in accordance with the Company's travel policy.

The  Annual General Meeting decided that the number of Board members be five (5)
while  the  Nomination  Panel  proposed  the  number  to be four (4). Mr. Tapani
Järvinen,  Mr. Pekka Perä, Mr. Stuart  Murray and Ms. Solveig Törnroos-Huhtamäki
were  re-elected to the Board in accordance  with the proposal of the Nomination
Panel. In addition, Mr. Kari Järvinen was elected 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 APA Mr. Juha
Wahlroos.

Resolutions to authorise the Board of Directors to resolve on the share issue in
deviation  from  the  pre-emptive  subscription  rights  of  the shareholders to
conduct  the conversion of the unsecured  restructuring debts into shares in the
Company

The Annual General Meeting, with a majority of two thirds, resolved to authorise
the  Board of Directors to resolve on the share issue of up to 4,500,000,000 new
shares in aggregate in deviation from the pre-emptive subscription rights of the
shareholders  through one or  several share issues  to conduct the conversion of
the   unsecured  restructuring  debts  into  new  shares  in  the  Company.  The
subscription  price  of  the  shares  would  be  EUR  0.1144 per  share  and the
subscription  price  shall  be  paid  by  setting off the subscriber's unsecured
restructuring  debt  claim  including  any  possible interest and costs relating
thereto  from  the  Company.  The  share  issue authorisation is valid until 31
December 2017.



Enquiries

Talvivaara Mining Company Plc Tel +358 20 7129 800

Pekka Perä, CEO






[HUG#1931560]

Liitteet:

Resolutions of Talvivaara Mining Co. Plc. AGM 2015.pdf