Talvivaaran Kaivososakeyhtiö Oyj - Notice to general meeting

NOTICE OF THE ANNUAL GENERAL MEETING OF TALVIVAARA MINING COMPANY PLC.

The shareholders of TALVIVAARA MINING COMPANY PLC are hereby invited to the
annual general meeting of TALVIVAARA MINING COMPANY PLC to be held on 28 April
2009 at 3.00 pm (Finnish time) at the Company's offices in Sotkamo, at
Lahnasjärventie 73, Tuhkakylä, FIN-88120, Finland. Attendees are invited to
arrive for registration from 2.00 p.m. (Finnish time). 

THE MATTERS TO BE PROPOSED TO THE MEETING FOR CONSIDERATION

The following matters will be dealt with at the meeting: 

1 MATTERS BELONGING TO THE ANNUAL GENERAL MEETING IN ACCORDANCE WITH ARTICLE 13
OF THE ARTICLES OF ASSOCIATION 

The Nomination Committee of the Board of Directors proposes that Mr. Edward
Haslam, Ms. Eileen Carr and Ms. Saila Miettinen-Lähde who resign by rotation
from the Board of Directors pursuant to the Articles of Association be
re-elected as Board Members, subject to their consent. 

The Remuneration Committee of the Board of Directors proposes that the Board
Members' compensation be kept unchanged, whereby the annual compensation would
be as follows: Chairman of the Board of Directors EUR 153,000, Deputy Chairman
(Senior Independent Director) EUR 64,000, Chairman of the Audit Committee EUR
64,000, other Non-executive Directors and executive directors EUR 48,000. 

The Audit Committee of the Board of Directors proposes that authorized public
accountants PricewaterhouseCoopers Oy be elected as auditor and that the
auditor be reimbursed according to the auditor's approved invoice. 

2 PROPOSAL BY THE BOARD OF DIRECTORS TO AMEND ARTICLE 6.2 OF THE ARTICLES OF
ASSOCIATION (RESTRICTION ON THE BORROWING POWERS OF THE BOARD OF DIRECTORS) 

The Board of Directors proposes that the annual general meeting resolves to
amend article 6.2 of the Company's Articles of Association to the effect that
the maximum aggregate amount of all monies borrowed and outstanding shall
primarily be defined with a formula basing on the capital and reserves of the
Company. However, the maximum borrowing powers should under no circumstances be
less than for €600 million. Following the amendment, article 6.2 would in its
entirety read as follows: 

“The Directors shall restrict the borrowings of the Company and exercise all
voting and other rights or powers of control exercisable by the Company in
relation to its subsidiary undertakings (if any) so as to secure (so far, as
regards subsidiary undertakings, as by such exercise they can secure) that the
aggregate amount for the time being remaining outstanding of all monies
borrowed by the Group (which expression in this Article means the Company and
its subsidiary undertakings for the time being) and for the time being owing to
persons outside the Group shall not at any time, without the previous sanction
of a simple majority of votes cast (an "Ordinary Resolution") at the General
Meeting, exceed the sum of capital and reserves recorded on the latest adopted
balance sheet of the Company multiplied by two, or in the event that the amount
so calculated is less than €600 million, a sum of €600 million.” 

3 PROPOSAL BY THE BOARD OF DIRECTORS REGARDING AUTHORISATION OF THE BOARD OF
DIRECTORS TO RESOLVE ON THE REPURCHASE OF THE COMPANY'S OWN SHARES 

The Board of Directors proposes that the annual general meeting would resolve
on authorizing the Board of Directors to decide on the repurchase, in one or
several transactions, of a maximum of 10,000,000 of the Company's own shares.
The proposed number of shares corresponds to less than 10 per cent of all the
shares in the Company. 
 
Pursuant to the proposal of the Board of Directors, own 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 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. The authorization shall also include the
right to take the Company's own shares as pledge to secure the potential
receivables of the Company. Own shares repurchased by the Company may be
retained, cancelled or conveyed. 

The Board of Directors shall decide on other matters related to the repurchase
of the Company's own shares. The repurchase authorization is proposed to be
valid until 27 October 2010. 

4 PROPOSAL BY THE BOARD OF DIRECTORS REGARDING AUTHORISATION OF THE BOARD OF
DIRECTORS TO RESOLVE ON THE CONVEYANCE OF THE COMPANY'S OWN SHARES 

The Board of Directors proposes that the annual general meeting would resolve
on authorizing the Board of Directors to decide on the conveyance, in one or
several transactions, of a maximum of 10,000,000 of the Company's own 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 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. The consideration, if any, paid in connection the
conveyance of the Company's own shares shall be recorded in the invested
unrestricted equity fund. 

The Board of Directors shall decide on other matters related to the conveyance
of the Company's own shares. The conveyance authorization is proposed to be
valid until 27 October 2010. 

DIVIDENDS

The Board of Directors has decided to propose that no dividend is paid and that
the result of the financial period is entered into the company's profit/loss
account. 

THE MEETING MATERIALS

The proposals of the Board of Directors and its Committees relating to the
agenda of the annual general meeting as well as this notice are available on
the Company's website at www.talvivaara.com/agm. The 2008 Annual Report, which
includes the Company's annual accounts, the review of the Board of Directors
and the auditor's report, is scheduled to be available on the above-mentioned
website during week 13. The proposals of the Board of Directors and the
Committees as well as the 2008 Annual Report will also be available at the
meeting. Copies of these documents will be sent to shareholders upon request. 

THE RIGHT TO ATTEND THE MEETING

Only those shareholders who are registered as shareholders of the Company in
the company's register of shareholders kept by Euroclear Finland Ltd on
Saturday 18 April 2009 will be entitled to attend the annual general meeting
(either in person or by proxy). As the relevant date is Saturday, the register
of shareholders will be produced on the basis of the situation prevailing on
the preceding business day, Friday 17 April 2009. 

Notice of attendance

A shareholder who wishes to attend the annual general meeting, either in person
or by proxy, must give notice of attendance to the Company by 4 p.m. (GMT+2) on
Friday 24 April 2009. Such notice can be delivered to Ms. Outi Kärkkäinen
either by e-mail to the address outi.karkkainen@talvivaara.com, by facsimile to
the number +358 20 712 9801 or by mail to the Company's address Ahventie 4 B,
5th floor, Espoo, FIN-02170, Finland. 

Eventual proxy documents for representing a shareholder at the meeting should
be delivered in original form to the Company at the Company's address given
above by 4 p.m. (GMT+2) on 24 April 2009 at the latest. 

Temporary entry in the register of shareholders

Crest Depository Interests

A holder of Crest Depository Interests who wishes to attend the annual general
meeting in person or by proxy shall notify this to Computershare Investor
Services PLC in accordance with the instructions sent by Computershare Investor
Services PLC separately to each holder of Crest Depository Interests. 

Other shares registered in the name of a nominee

A holder of shares registered in the name of a nominee who intends to use
his/her/its right to attend the annual general meeting shall notify the
custodian thereof in accordance with the instructions given by the custodian. 

LANGUAGE OF THE MEETING

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

Espoo, on 17 March 2009
THE BOARD OF DIRECTORS