Talvivaaran Kaivososakeyhtiö Oyj - Notice to general meeting

Talvivaaran Kaivososakeyhtiö Oyj : NOTICE OF THE ANNUAL GENERAL MEETING

Stock Exchange Release
Talvivaara Mining Company Plc.
14 May 2014


                      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 12 June 2014 at 11:00
a.m.   (Finnish   time)   in  Sotkamo  at  Hotel  Holiday  Club  Katinkulta,  at
Katinkullantie 15, FI-88610 Vuokatti, Finland. The reception of persons who have
registered  for the meeting and the distribution of voting tickets will commence
at 10:00 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 2013

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 2013 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  Shareholders' 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 2015 be as follows: Chairman  of the Board of Directors: EUR
84,000/year (previously  EUR 120,000/year), Deputy  Chairman (Senior Independent
Director):  EUR 48,000/year (previously EUR  69,000/year), Chairmen of the Board
Committees:  EUR  48,000/year (previously  EUR 69,000/year), other Non-executive
Directors:  EUR 33,500/year (previously EUR 48,000/year) and Executive Directors
EUR  33,500/year (previously  EUR  48,000/year). To  the  extent a member of the
Board  of Directors has several  positions, such member is  entitled only to one
(the  highest) annual  fee payable  among such  positions while the other fee(s)
is/are forfeited.

The Nomination Panel furthermore proposes that, in addition to the annual fee, a
fee  of EUR 600 per  meeting of the  Board of Directors  or the Board Committees
taking  place in the member's domicile shall be payable. Should the venue of the
meeting  be in  a European  country other  than the  member's domicile,  the fee
payable  per meeting shall be EUR 1,200. However, a fee of EUR 2,400 per meeting
shall  be  payable,  if  the  member's  domicile  or the venue of the meeting is
outside Europe. For teleconference meetings the fee payable shall be EUR 600 per
meeting.  The  traveling  expenses  shall  be  reimbursed in accordance with the
Company's travel policy.

The  remuneration of  Executive Directors is included in Directors' base salary,
and it is not paid out separately.

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 seven (7).

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.  Graham Titcombe,  Mr. Edward Haslam, Mr. Stuart
Murray  and Ms. Maija-Liisa Friman be re-elected, and that Ms. Solveig Törnroos-
Huhtamäki be elected as a new member to 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 Mr. Juha Wahlroos.

15. Resolution  of the continuation of  the corporate reorganisation application
in respect of the Company

The  district  court  of  Espoo,  Finland,  decided  to  commence  the corporate
reorganisation  process in respect  of the Company  on 29 November 2013 based on
the  application of the Board of Directors. The Board of Directors proposes that
the annual general meeting would, pursuant to the Finnish Companies Act, resolve
to continue the corporate reorganisation application of the Company.

16. Resolution  to authorise the Board of Directors to cancel the listing of the
Company's  shares on the  official list maintained  by the UK Financial Services
Authority  and remove  such shares  from trading  on the  main market for listed
securities of London Stock Exchange plc

The  Board of Directors proposes  that the annual general  meeting would, with a
75 per  cent majority, resolve to authorise the Board of Directors to cancel the
listing  of  the  Company's  shares  on  the  official list maintained by the UK
Financial  Services Authority  and remove  such shares  from trading on the main
market for listed securities of London Stock Exchange plc.

17. Resolution to amend the Articles of Association

The  Board of Directors proposes  that the annual general  meeting would, with a
75 per  cent  majority,  resolve  to  amend  the  Articles of Association of the
Company.

The  resolution to amend  the Articles of  Association shall be conditional upon
the completion of the cancellation of the listing of the Company's shares on the
official  list maintained  by the  UK Financial  Services Authority and removing
such  shares from  trading on  the main  market for  listed securities of London
Stock Exchange plc referred to in Section 16 above.

The main content of the proposed amendments to the Articles of Association is as
follows:

1.         The  reference to the registration date is removed from Article 4§ of
the Articles of Association;

2.         The  obligation to convene the general  meeting upon resignation of a
board  member is deleted from Article  5§ of the Articles of Association (5.1§);
the  requirement for  a majority  on the  election of  a board member is removed
(5.2§); the requirement for the re-election of a board member in Article 5.4§ is
deleted; Article 5.5§ on the deemed resignation of a board member is deleted;

3.         Article  6§ on the restrictions on the  borrowing powers of the Board
is deleted;

4.         The numbering of Article 7§ 'Managing Director' is changed to 6§;

5.         Article 8§ on the Board committees is deleted;

6.         Technical amendments are made to Article 9§; the numbering of Article
9§ concerning representation of the Company is changed to 7§;

7.         The provision in Article 10§ on the term of the auditor is amended so
that  the  term  will  expire  at  the  conclusion of the annual general meeting
following  such  appointment;  the  numbering  of  Article  10§ 'Auditors of the
Company' is changed to 8§;

8.         The numbering of Article 11§ 'Accounting Period' is changed to 9§;

9.         The  provision in Article 12§ on the manner  in which a notice to the
general  meeting  may  be  published  is  amended  whereby  such  notice must be
published  on the  website of  the Company  and that  the Board of Directors may
publish  the notice or an announcement thereon in one or several newspapers; the
numbering of Article 12§ 'Convening the General Meeting' is changed to 10§;

10.        Technical  amendments  are  made  to  Article  13§; the  numbering of
Article 13§ 'Annual General Meeting' is changed to 11§;

11.        Article  14§ on  the  deviation  from  the  pre-emptive rights of the
shareholders is deleted;

12.        Article 15§ on disclosure notices is deleted.

18. Resolution on a share issue to the Company without consideration

The  Board of Directors proposes that the annual general meeting would decide on
a share issue to the Company without consideration. The number of the new shares
issued would be 190,615,000.

19. Resolution  to authorise the Board of Directors to resolve on the conveyance
of the treasury shares

The  Board of Directors proposes  that the annual general  meeting would, with a
75 per  cent majority, resolve to authorise the  Board of Directors to decide on
the  conveyance, in one or several  transactions, of a maximum of 190,615,000 of
the treasury 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 for or without consideration 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. However,  the shares may not be
conveyed  in  any  debt  to  equity  conversion in accordance with the potential
corporate reorganisation plan of the Company. The consideration, if any, paid in
connection  with the conveyance of the treasury  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 treasury shares.   The share conveyance  authorisation is proposed to be
valid until 11 June 2019.

20. Resolution  to authorise the Board of Directors to resolve on the repurchase
of the treasury shares

The Board of Directors proposes that the annual general meeting would resolve to
authorise  the Board of  Directors to decide  on the repurchase  of the treasury
shares on the following conditions:

By  virtue of the authorisation, the Board of Directors is entitled to decide on
the  repurchase, in one or several  transactions, of a maximum of 190,615,000 of
the  treasury shares. The proposed number of shares corresponds to less than 10
per cent of all the shares in the Company.

Treasury  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 maximum price  payable for any  repurchased share shall be the
higher of:

  i. an amount equal to 5 per cent above the average closing price of such
     shares for the five business days prior to the date of purchase; or
 ii. an amount equal to the higher of the last independent trade and the highest
     current independent bid.

The  above-mentioned conditions on the maximum price payable for any repurchased
share  shall  be  applied  to  the  trading  of the Company's share on the stock
exchange on which treasury shares are acquired.

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
personnel incentive program.

Treasury  shares acquired to the Company may be held, cancelled or conveyed. The
authorisation shall also include the right to take the treasury shares as pledge
to secure the potential receivables of the Company.

The  Board of Directors shall decide on  other matters related to the repurchase
of the treasury shares.

The repurchase authorisation is proposed to be valid until 11 December 2015.

21. 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  2013 are available on the Company's website at www.talvivaara.com/agm-
2014. 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
26 June 2014.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 2 June 2014 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  9 June 2014 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/home;
(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 2 June 2014, 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  9 June  2014 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, 13 May 2014, the total
number of shares and votes in the Company 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 13 May 2014

TALVIVAARA MINING COMPANY PLC

The Board of Directors




[HUG#1785241]

Attachments:

NOTICE OF THE ANNUAL GENERAL MEETING 14.5.2014.pdf