Talvivaaran Kaivososakeyhtiö Oyj - Company Announcement

Proposals of Talvivaara's Shareholders' Nomination Panel on the remuneration and the composition of the Board of Directors

Stock Exchange Release
Talvivaara Mining Company Plc
24 May 2016

            Proposals of Talvivaara's Shareholders' Nomination Panel
       on the remuneration and the composition of the Board of Directors

The   Shareholders'   Nomination   Panel   of   Talvivaara  Mining  Company  Plc
("Talvivaara"  or the  "Company") makes  the following  proposals to  the Annual
General Meeting. Talvivaara's Board of Directors will include the proposals into
the notice of the Annual General Meeting to be published separately.

Proposal on the remuneration of members of the Board of Directors

The  Shareholders' Nomination Panel proposes that  the annual fee payable to the
members  of the Board  of Directors for  the term until  the close of the Annual
General  Meeting  in  2017 will  not  be  amended  and  therefore be as follows:
Chairman  of  the  Board  of  Directors: EUR 84,000/year and other Non-Executive
Directors:  EUR  48,000/year. The  remuneration  of  the  Executive  Director is
included  in his base salary,  and it is not  paid out separately. No additional
fees  shall be paid for the Board Committee  work, and there will be no separate
meeting  fees payable for the Board  and Board Committee meetings. The traveling
expenses shall be reimbursed in accordance with the Company's travel policy.

The  Nomination Panel proposed to  the 2015 AGM that the  removal of the meeting
fees would be a temporary measure and the remuneration of the Board of Directors
shall  be revisited  as a  whole by  the Nomination  Panel once  more clarity is
reached on the Company's future operations. The Nomination Panel considers that,
at the time of making this proposal, the situation has not changed to the extent
so  as to merit such revisit. However,  as the Nomination Panel is proposing the
number  of the  members of  the Board  of Directors  to be  lowered as presented
below, the overall cost for the Board remuneration will decrease.

Proposal on the number and the election of the members of the Board of Directors

The Nomination Panel considers that the number of members of the Company's Board
of Directors can be lowered from five to four without jeopardizing the objective
of adequate and efficient governance.

Based  on the above,  the Shareholders' Nomination  Panel proposes at the Annual
General  Meeting  of  Shareholders  that  the  number  of  Board members be four
(previously  five) and  that Mr.  Tapani Järvinen,  Mr. Stuart Murray, Mr. Pekka
Perä and Ms. Solveig Törnroos-Huhtamäki be re-elected as members of the Board of
Directors.

While preparing these proposals the composition of the Nomination Panel has been
the following:

  * Mr. Kari Järvinen, CEO, nominated by Solidium Oy
  * Mr. Kari Niskanen, a shareholder of the Company
  * Mr. Olli Salo, nominated by Seppo Aho, a shareholder of the Company
  * Mr. Pekka Perä, CEO of Talvivaara, a shareholder of the Company
  * Mr. Tapani Järvinen, Chairman of the Board of Directors and
  * Ms. Solveig Törnroos-Huhtamäki, a member of the Board of Directors
The Chairman of the Panel has been Mr. Kari Järvinen.

Enquiries

Kari Järvinen, Solidium Oy, Tel. +358 10 830 8900
Tapani Järvinen, Talvivaara Mining Company Plc, Tel. +358 20 712 9800

[HUG#2014887]

Viðhengi:

Proposals of Talvivaara s Shareholders Nomination Panel.pdf