Talvivaaran Kaivososakeyhtiö Oyj - Decisions of general meeting

Resolutions of Talvivaara Mining Company Plc Extraordinary General Meeting

Stock Exchange Release
Talvivaara Mining Company Plc
23 November 2017


   Resolutions of Talvivaara Mining Company Plc Extraordinary General Meeting



Talvivaara  Mining Company  Plc ("Talvivaara"  or the  "Company") is  pleased to
announce  that,  at  the  Extraordinary  General  Meeting of the Company held at
10:00 am  (Finnish time) today on 23 November 2017, all the resolutions proposed
by the Board of Directors of the Company as set out in the notice of the meeting
dated 1 November 2017, were duly passed.

The  amendment  of  Company's  trade  name,  domicile  and  the place of general
meetings

The  Extraordinary General Meeting resolved to amend the Company's trade name to
Ahtium  Oyj and  parallel trade  name to  Ahtium Plc  and to amend the Company's
corporate  seat  to  Espoo.  The  venue  of  the  Company's general meetings was
confirmed to be either the corporate seat or Helsinki.

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

The  extraordinary general meeting resolved 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 is  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 for 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
previously  mentioned  aggregate  numbers  of  shares  that  may  be  issued and
transferred.

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 of the shareholders' pre-
emptive rights by way of a directed issue if there is a weighty financial reason
for  the Company  to do  so. 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 authorisation  is valid  until 31
December  2018 and it does not cancel the share issue authorisation given by the
extraordinary general meeting on 2 February 2017.

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

The  extraordinary general meeting  resolved 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  is EUR 0 after  the reduction and  the reserve for invested unrestricted
equity is dissolved.

Reduction of the share premium reserve to cover accumulated deficit

The  extraordinary general meeting resolved 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 is  EUR 0 after the  reduction and the
share premium reserve is dissolved.

The  extraordinary general meeting also resolved 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.

Enquiries
Talvivaara Mining Company Plc Tel +358 20 7129 800
Pekka Perä, CEO
Pekka Erkinheimo, Deputy CEO




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Attachments:

Resolutions of Talvivaara Mining Company Plc EGM.pdf