Talvivaaran Kaivososakeyhtiö Oyj - Notice to general meeting

Talvivaara Mining Company Plc: Notice of EGM

                  NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notice  is  given  to  the  shareholders  of  Talvivaara Mining Company Plc (the
"Company")  of the extraordinary general meeting to be held on 23 November 2017
at  10:00 a.m.  (Finnish  time)  in  Espoo  at the premises of Aalto University,
Auditorium  A1, 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 EXTRAORDINARY GENERAL MEETING

At the extraordinary 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. Resolution to amend the Articles of Association of the Company

The  Board of  Directors proposes  that the  extraordinary general meeting would
resolve  to  amend  section  1§ of  the  Articles  of Association concerning the
Company  name and the corporate seat of  the Company. According to the proposal,
the  amended section  1§ of the  Articles of  Association concerning the Company
name and the corporate seat would in its entirety read as follows:

1§ Name and Corporate Seat of the Company

"The  name of the Company is Ahtium Oyj  and its domicile is Espoo. The parallel
trade name of the Company in English is Ahtium Plc."

The Board of Directors further proposes that, provided the corporate seat of the
Company  is amended in accordance  with the proposal by  the Board of Directors,
the  extraordinary general  meeting would  resolve to  make an  amendment to the
third  paragraph of  section 10§ of  the Articles  of Association concerning the
venue of the general meetings, which after the amendment would read as follows:

10§ Convening the General Meeting (third paragraph)

"The  General Meeting shall be held either  in the corporate seat of the Company
or in Helsinki."

7. Resolution  to authorise the Board of Directors to resolve on share issue and
the issuance of special rights entitling to shares

The  Board of  Directors proposes  that the  extraordinary general meeting would
resolve  to authorise the  Board of Directors  to decide on  the issuance of new
shares  and the transfer of the Company's own  shares as well as the issuance of
special  rights referred to in Chapter 10 Section 1 of the Finnish Companies Act
to  provide more alternatives for financing the development of the Company's new
business opportunities.

Under  the authorisation, the number  of new shares that  may be issued based on
decision(s) of the Board of Directors would not exceed 418,980,716 shares, which
corresponds  to approximately 10 percent  of all shares  in the Company, and the
number  of the  Company's own  shares that  may be  transferred would not exceed
209,490,358 shares,  which corresponds to approximately  5 percent of all shares
in the Company.

Furthermore,  the Board of Directors would be authorised to issue special rights
referred to in Chapter 10 Section 1 of the Finnish Companies Act entitling their
holder  to receive new shares  or the Company's own  shares for consideration in
such a manner that the subscription price of the shares is to be set off against
a  receivable of the  subscriber (convertible bond).  The number of shares which
may  be  issued  or  transferred  based  on  the special rights shall not exceed
418,980,716 shares,  which corresponds to approximately 10 percent of all shares
in  the Company. This  aggregate number of  shares is included  in the aggregate
numbers  of shares that may be issued  and transferred mentioned in the previous
paragraph.

The new shares could be issued and the Company's own shares could be transferred
for consideration, including a set-off against a receivable from the Company, or
without  consideration. The  new shares  and the  special rights  referred to in
Chapter  10 Section  1 of  the  Finnish  Companies  Act  could be issued and the
Company's  own shares  transferred to  the shareholders  in proportion  to their
current shareholdings in the Company or in deviation from the shareholders' pre-
emptive rights by way of a directed issue if there is a weighty financial reason
for  the  Company  to  do  so.  The deviation from the shareholders' pre-emptive
rights  could be  carried out,  for example,  in order  to develop the Company's
capital  structure or in order to finance or carry out acquisitions, investments
or other business transactions. A directed share issue would be executed without
consideration  only if there is a  particularly weighty financial reason for the
Company  to do so,  taking the interests  of all its  shareholders into account.
Should  the total number of the shares in the Company later decrease as a result
of a reverse share split, the maximum number of shares to be issued based on the
authorisation would decrease pro rata.

The  Board of  Directors would  have the  right to  decide on  all other matters
related  to the issuance of sharesand the  special rights referred to in Chapter
10 Section  1 of the Finnish Companies Act.  The authorisation is proposed to be
valid   until   31 December  2018 and  it  would  not  cancel  the  share  issue
authorisation given by the extraordinary general meeting on 2 February 2017.

8. Reduction   of   the  reserve  for  invested  unrestricted  equity  to  cover
accumulated deficit

The  Board of  Directors proposes  that the  extraordinary general meeting would
resolve  to reduce the reserve for  invested unrestricted equity pursuant to the
balance sheet of the Company per 30 June 2017, EUR 799,729,611, in its entirety.
The  reserve for invested unrestricted equity would be EUR 0 after the reduction
and  the reserve  for invested  unrestricted equity  would dissolve. The reduced
amount  would be used to  cover the accumulated deficit  pursuant to the balance
sheet per 30 June 2017, EUR 816,835,314. Following the loss coverage, the amount
of  the accumulated  deficit on  the balance  sheet of  the Company would be EUR
17,105,703.

9. Reduction of the share premium reserve to cover accumulated deficit

The  Board of  Directors proposes  that the  extraordinary general meeting would
resolve to reduce the share premium reserve pursuant to the balance sheet of the
Company  per  30 June  2017, EUR  8,085,842, in  its entirety. The share premium
reserve  would be EUR 0 after the reduction  and the share premium reserve would
dissolve.  The reduced amount would be used  to cover the accumulated deficit on
the  balance sheet to the extent the  deficit is not covered by the unrestricted
equity.  After the  reduction of  the reserve  for invested  unrestricted equity
pursuant to the balance sheet of the Company mentioned in the agenda item 8, the
amount  of accumulated deficit  would be EUR  17,105,703. After the reduction of
the  share  premium  reserve  mentioned  in  this  agenda  item,  the  amount of
accumulated deficit on the balance sheet of the Company would be EUR 9,019,861.

10. Applying for the public notice to the creditors

The  Board of  Directors proposes  that the  extraordinary general meeting would
resolve to allow the Board of Directors to decide separately if the Company will
apply  for  a  public  notice  to  the  creditors  from  the  Finnish Patent and
Registration  Office (Finnish Trade Register) due to the decision concerning the
reduction  of  the  share  premium  reserve.  The public notice shall be applied
within  one (1) month  from the decision  of the general  meeting. If the public
notice  will  not  be  applied,  the  unrestricted  equity of the Company may be
distributed  to  the  shareholders  during  the  three  (3)  years following the
reduction  of the share  premium reserve only  in accordance with the creditors'
protection procedure.

11. Closing of the meeting

B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

This  notice and the  proposals of the  Board of Directors  on the agenda of the
extraordinary  general  meeting  are  available  on  the  Company's  website  at
www.talvivaara.com/egm-2017-II.  The  Company's  annual  accounts,  the  related
review of the Board of Directors and the auditor's report for the year ended 31
December  2016, the Interim Financial  Statements for the  period January - June
2017 of  Company, the related review of the Board of Directors and the auditor's
report  as well as the Interim Report  for January - June 2017 and the statement
by  the Board  of Directors  on the  events occurring  after the  preparation of
financial  statements and the interim report and having a material effect on the
position  of the Company are also  available on the above-mentioned website. 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 extraordinary
general  meeting will  be available  on the  above-mentioned website  as from 7
December 2017.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING

1. Shareholders registered in the shareholders' register

Each  shareholder, who  is registered  on 13 November  2017 in the shareholders'
register  of  the  Company  held  by  Euroclear  Finland  Ltd,  has the right to
participate  in the extraordinary  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  extraordinary  general meeting, shall
register  for the meeting no later  than 4:00 p.m. (Finnish time) on 20 November
2017 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 egm@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 extraordinary 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
extraordinary general meeting by virtue of such shares, based on which he/she on
the record date of the extraordinary general meeting, i.e. on 13 November 2017,
would  be entitled to be registered in the shareholders' register of the Company
held  by Euroclear  Finland Ltd.  The right  to participate in the extraordinary
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 20 November 2017 by 10:00 a.m. (Finnish
time).  As regards nominee  registered shares this  constitutes due registration
for the extraordinary 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  extraordinary  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 extraordinary 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 extraordinary 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
extraordinary   general   meeting.   When  a  shareholder  participates  in  the
extraordinary   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 extraordinary 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 extraordinary 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 extraordinary  general meeting, 1 November
2017, the total amount of the shares and votes entitling to participation in the
extraordinary general meeting is 3,996,924,162.

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

Espoo, Finland, on 1 November 2017

TALVIVAARA MINING COMPANY PLC

The Board of Directors




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Attachments:

Talvivaara: Notice of EGM.pdf