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 2 February 2017 at
11:00 a.m.  (Finnish time)  in Espoo  at the  premises of Innopoli 1, Auditorium
Leonardo,  at Tekniikantie 12, Espoo, 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 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 authorise the Board of Directors to resolve on share issue

The  entry into  force of  the restructuring  programme of the Company requires,
among  others, that the  general meeting of  shareholders executes or authorises
the  Company's Board  of Directors  to execute  a financial  arrangement (e.g. a
share  issue, bond or other financing instrument)  to raise the funds needed for
paying  the  remaining  restructuring  debts  and  for  covering  other possible
liabilities  to the extent the Company's other funds are not sufficient for such
purpose.

The  Board of  Directors proposes  that the  extraordinary general meeting would
resolve  to authorise  the Board  of Directors  to resolve  on a share issue for
consideration  pursuant to the shareholders'  pre-emptive subscription right, to
raise  the funds needed to pay the  remaining restructuring debts of the Company
and/or  to finance the development of  the Company's new business opportunities.
Based  on the authorization, the number of  shares which could be issued through
one or several share issues shall not exceed 40,000,000,000 shares in aggregate.
The Board of Directors could decide to issue new shares and/or the Company's own
shares  held in treasury by  the Company. The Board  of Directors would have the
right  to  decide  upon  the  offering  to  parties  determined  by the Board of
Directors  of  any  shares  that  may  remain  unsubscribed  for pursuant to the
shareholders'  pre-emptive subscription  right. Should  the total  number of the
shares  in the Company afterwards decrease as a result of a reverse share split,
the  maximum number of the shares to  be issued based on the authorisation shall
decrease  pro rata. The Board of Directors  would be authorised to determine the
subscription  price for the new shares and the other terms and conditions of the
share issue. The share issue authorisation is proposed to be valid until 30 June
2018.

7. Closing of the meeting

B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

This  notice and  the proposal  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. The  Company's annual accounts,  the related review
of  the  Board  of  Directors  and  the  auditor's report for the year ended 31
December  2015, the Interim Financial  Statements for the  period January - June
2016 of  Company, the related review of the Board of Directors and the auditor's
report  as well as the Interim Report  for January - June 2016 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
proposal  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 16
February 2017.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING

1. Shareholders registered in the shareholders' register

Each  shareholder,  who  is  registered  on 23 January 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 30 January
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 23 January 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  30 January 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, 9 January
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 9 January 2017

TALVIVAARA MINING COMPANY PLC

The Board of Directors




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Attachments:

Talvivaara EGM Notice 10.1.2017.pdf