Talvivaaran Kaivososakeyhtiö Oyj - Notice to general meeting

Talvivaara Mining Company Plc. : Notice of AGM

                      NOTICE OF THE ANNUAL GENERAL MEETING

Notice  is  given  to  the  shareholders  of  Talvivaara Mining Company Plc (the"Company")  of the annual general  meeting to be held  on 25 June 2015 at 10:00
a.m.  (Finnish time) in Espoo at the premises of Aalto University, Auditorium D,
Main  Building, at Otakaari 1, Espoo, Finland. The reception of persons who have
registered  for the meeting and the distribution of voting tickets will commence
at 9:00 a.m. (Finnish time).



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 scrutinise 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 2014

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 2014 and that the
loss  for 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  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 2016 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). 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  Nomination Panel  proposes that  no additional  fees be  paid for the Board
Committee  work.  The  Nomination  Panel  furthermore  proposes that no separate
meeting  fees for the Board and Board Committee meetings be paid. The removal of
the  meeting fees is proposed to be  a temporary measure and the remuneration of
the  Board of Directors  shall be revisited  as a whole  by the Nomination Panel
once more clarity is reached on the Company's future operations.

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

The  Nomination Panel proposes to the annual  general meeting that the number of
the  members  of  the  Board  of  Directors  is confirmed to be four (previously
seven).

12. Election of members of the Board of Directors

The  Nomination Panel  proposes to  the annual  general meeting  that Mr. Tapani
Järvinen,  Mr. Pekka Perä, Mr. Stuart  Murray and Ms. Solveig Törnroos-Huhtamäki
be re-elected as members of the Board of Directors.

13. Resolution on the remuneration of the auditor

The  Audit Committee proposes  that the auditor  be remunerated according to the
auditor's approved invoice.

14. Election of the auditor

The    Audit    Committee    proposes   that   authorised   public   accountants
PricewaterhouseCoopers  Oy be elected as  auditor. PricewaterhouseCoopers Oy has
informed  the Company that in the event it is re-elected as auditor, the auditor
with principal responsibility will be APA, Mr. Juha Wahlroos.

15. Resolution 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 entry into force of the restructuring programme of the Company requires that
the  Company offers all its unsecured  restructuring creditors an opportunity to
convert  the full amount  (but not a  part thereof) of  their restructuring debt
claims   into  shares  in  the  Company.According  to  the  draft  restructuring
programme, the general meeting of shareholders will have to approve a conversion
rate  of EUR  0.1144 per share.  Total amount  of the  restructuring debts to be
offered  the possibility to convert their receivables into shares in the Company
is approximately EUR 508,674,927.

The  Board of Directors proposes  that the annual general  meeting would, with a
majority  of two thirds, resolve 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 proposed to be valid until 31 December 2017.

16. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

This notice, the proposals of the Board of Directors on the agenda of the annual
general  meeting as well as the Company's annual accounts, the related review of
the  Board of Directors and the related  auditor's report for the year ended 31
December  2014 are available on the Company's website at www.talvivaara.com/agm-
2015. The  proposals of  the Board  of Directors  and the  other above-mentioned
documents  will also be available at the  meeting. Copies of these documents and
of  this notice will  be sent to  shareholders upon request.  The minutes of the
annual  general meeting will be available on the above-mentioned website as from
9 July 2015.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. Shareholders registered in the shareholders' register

Each  shareholder,  who  is  registered  on  12 June  2015 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 4:00 p.m. (Finnish  time) on 22 June 2015 by giving a
prior  notice of  participation. The  notice has  to be  received by the Company
before the end of the registration period. Such notice can be given:

(a)                        on the Company's website www.talvivaara.com;
(b)                        by e-mail to the address agm@talvivaara.com;
(c)                        by telefax to the number +358 20 712 9801; or
(d)                        by regular mail to the Company's address, Ahventie 4
B, 5th floor, FI-02170 Espoo, Finland.

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 annual general meeting and with the
processing   of  related  registrations.  The  shareholder,  his/her  authorised
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 12 June 2015, 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  on  22 June  2015 by  10:00 a.m.  (Finnish  time).  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 the registration for
the  annual general meeting from his/her custodian bank. The account operator 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 the Company at the
Company's address given above before the last date for registration.

4. Other instructions and information

Pursuant  to Chapter 5, Section  25 of the Finnish  Companies Act, a shareholder
who  is  present  at  the  annual  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, 2 June 2015 the total
amount  of the shares and votes entitling to participation in the annual general
meeting is 1,906,167,480.

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

Espoo, Finland, on 2 June 2015

TALVIVAARA MINING COMPANY PLC

The Board of Directors



[HUG#1925926]

Attachments:

NOTICE OF THE ANNUAL GENERAL MEETING 2015.pdf