Talvivaaran Kaivososakeyhtiö Oyj - Notice to general meeting

TALVIVAARA AGM NOTICE; PROPOSALS INCLUDE, AMONG OTHERS, DELISTING OF SHARES FROM THE LSE

Stock Exchange Release
Talvivaara Mining Company Plc.
14 May 2014




TALVIVAARA MINING COMPANY PLC: NOTICE OF ANNUAL GENERAL MEETING; THE PROPOSALS
INCLUDE, AMONG OTHERS, DELISTING OF SHARES FROM THE LONDON STOCK EXCHANGE

The  board of  directors of  Talvivaara Mining  Company Plc  (the "Company") has
decided to convene an annual general meeting of shareholders of the Company (the"AGM")  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).

In  order to  reduce certain  costs associated  with potential  material capital
market  transactions and other transactions  in a distressed financial situation
and  due to the fact  that a very large  majority of shareholders of the Company
trade  their  shares  on  the  official  list  of the Helsinki Stock Exchange, a
resolution,  with a 75 per cent majority, to authorise the board of directors to
cancel  the listing of shares  on the Official List  and remove such shares from
trading  on the Main Market of the London Stock Exchange will be proposed by the
board  of directors  at the  AGM. Conditional  on the  proposed resolution being
approved  at the AGM, the Company will apply  to cancel the listing of shares on
the  Official List and remove such shares from trading on the Main Market of the
London  Stock Exchange.  It is  anticipated that  cancellation of listing of the
shares  on the Official List will take effect at 10:00 a.m. (Finnish time) on or
about 14 July 2014 being not less than 20 business days following the passing of
the  delisting resolution. Following  the above-mentioned effective  date of the
cancellation  of the listing of  the shares on the  Official List, the shares of
the Company can only be traded on the Helsinki Stock Exchange.

In  addition to the above-mentioned  proposal regarding delisting, the proposals
to be made at the AGM include the following:

In  order for the  Company to be  able to continue  its corporate reorganisation
process  in  accordance  with  the  Finnish  Companies  Act, a resolution of the
continuation  of the corporate reorganisation application of the Company will be
proposed  by the  board of  directors at  the AGM.  As stated  in a  circular to
shareholders  which the Company  will shortly publish,  the positive turn in the
nickel market since the early part of 2014, together with the loan and streaming
holiday  agreement that was  entered into with  Nyrstar in early April 2014, has
improved  Talvivaara's situation and in the  short term enables the continuation
of  the Company's and  Talvivaara Sotkamo Ltd's  corporate reorganisation. These
developments  also facilitate a faster re-commencement of the ore production and
enable  Talvivaara to continue  to explore the  options of identifying potential
investor(s)  to  participate  in  a  long-term,  overall  financial solution for
Talvivaara.

In  order to amend the  Articles of Association to  a form customary for Finnish
companies  whose shares are listed on the Helsinki Stock Exchange, a resolution,
with  a  75 per  cent  majority,  to  amend  the Articles of Association will be
proposed by the board of directors at the AGM.

Furthermore,  a resolution on the proposed share issue of 190,615,000 new shares
to  the Company  without consideration,  a resolution  to authorise the board of
directors to decide on the conveyance of up to 190,615,000 treasury shares and a
resolution to authorise the board of directors to decide on the repurchase of up
to 190,615,000 treasury shares will be proposed by the board of directors at the
AGM.

The  AGM also decides on the matters that must be considered at the AGM pursuant
to the Finnish Companies Act and the Articles of Association, including:

   i. the adoption of the financial statements of the Company;
  ii. the resolution on measures to be taken owing to the result of the
      financial period and the payment of dividend;
 iii. the resolution on the discharge of the member of the board of directors
      and the CEO from liability; and
  iv. the election and remuneration of the members of the board of directors and
      the auditor of the Company.

The  notice  of  AGM  in  full  has  been published as a separate stock exchange
release.  The Company will shortly publish a circular to shareholders in respect
of the AGM.




Enquiries:

Talvivaara Mining Company Plc tel. +358 20 712 9800
Pekka Perä, CEO
Saila Miettinen-Lähde, Deputy CEO and CFO



Talvivaara Mining Company Plc
Talvivaara Mining Company is an internationally significant base metals producer
with  its  primary  focus  on  nickel  and  zinc  using  a  technology  known as
bioheapleaching  to extract metals out  of ore. Bioheapleaching makes extraction
of  metals  from  low  grade  ore  economically  viable. The Talvivaara deposits
comprise  one of the largest known sulphide  nickel resources in Europe. The ore
body  is  estimated  to  support  anticipated  production  for  several decades.
Talvivaara has secured a 10-year off-take agreement for 100 per cent of its main
output  of nickel and cobalt to Norilsk Nickel and entered into a long-term zinc
streaming  agreement with Nyrstar  NV. Talvivaara is  listed on the London Stock
Exchange  Main Market and NASDAQ OMX  Helsinki. Further information can be found
at www.talvivaara.com.

[HUG#1785243]

Attachments:

AGM Notice - proposals include delisting from LSE.pdf