Talvivaaran Kaivososakeyhtiö Oyj - Notice to convene extr.general meeting

Talvivaara Mining Company Plc : Notice of EGM

Stock Exchange Release

Talvivaara Mining Company Plc

8 July 2016





                  NOTICE OF THE EXTRAORDINARY GENERAL MEETING



Notice   is   given  to  the  shareholders  of  Talvivaara  Mining  Company  Plc
("Talvivaara"  or the "Company") of the extraordinary general meeting to be held
on 11 August 2016 at 11:00 a.m. (Finnish time) in Espoo at the premises of Aalto
University,  Auditorium D, Undergraduate Centre,  at Otakaari 1, 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. Sale of mining-related assets to Terrafame

The  Board of  Directors proposes  that the  extraordinary general meeting would
approve  the sale  by Talvivaara  of its  assets related  to the  Sotkamo mining
operations (the "Mining Assets") to Terrafame Ltd ("Terrafame").

On  30 June 2016, Talvivaara and  Terrafame signed agreements  pursuant to which
the  parties  agreed  on  the  sale  of  the  Mining  Assets  to  Terrafame (the
"Agreements").  The Mining Assets  include, among others,  the lime plant needed
for  the Sotkamo  operations, laboratory,  as well  as rights to the geological,
laboratory and production related data associated with the Sotkamo mine.

The  purchase price for the assets sold consists of a cash component of EUR 1.4
million  payable by Terrafame to the Company  and a full and final settlement of
the  guarantee liability  of the  Company under  the Loan  and Streaming Holiday
Agreement,  with the principal amount of approximately EUR 14 million (including
interest  up  until  30 June  2016). In  connection  therewith,  the Company and
Terrafame  also agreed on a full and final settlement of the guarantee liability
of  the Company under  the Zinc in  Concentrate Purchase Agreement, amounting to
approximately EUR 203.4 million.

Certain  shareholders of the  Company, comprising of  Solidium Ltd and Mr. Pekka
Perä, CEO of Talvivaara, who together represent approximately 20 per cent of the
ordinary  shares currently issued  and outstanding (excluding 192,883,000 shares
held  in  treasury  by  the  Company  not  carrying  any  voting  rights),  have
preliminary  agreed to  vote in  favour of  the transaction at the extraordinary
general meeting.

Should  the extraordinary  general meeting  not approve  the sale  of the Mining
Assets,  the Agreements  would be  cancelled and  the transactions  revoked and,
consequently,  the parties would resume the positions existing immediately prior
to  the signing  of the  Agreements which  could lead  to the  bankruptcy of the
Company.

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-2016. This  notice  and  the  proposal  of  the  Board of
Directors  will also be available at the  meeting. Copies of this notice and the
proposal  of the Board of  Directors will be sent  to shareholders upon request.
The minutes of the extraordinary general meeting will be available on the above-
mentioned website as from 25 August 2016.



C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING

1. Shareholders registered in the shareholders' register

Each  shareholder,  who  is  registered  on  1 August  2016 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 8 August
2016 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:

on the Company's website www.talvivaara.com;

by e-mail to the address egm@talvivaara.com;

by telefax to the number +358 20 712 9801; or

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 1 August 2016,
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  8 August 2016 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, 7 July 2016,
the  total amount  of the  shares and  votes entitling  to participation  in the
extraordinary general meeting is 1,915,271,152.

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



Espoo, Finland, on 7 July 2016

TALVIVAARA MINING COMPANY PLC

The Board of Directors



[HUG#2027311]

Liitteet:

Talvivaara Mining Company Plc: Notice of EGM.pdf