Talvivaaran Kaivososakeyhtiö Oyj - Inside information

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

Stock Exchange Release
Talvivaara Mining Company Plc
15 May 2017



            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 2018 will  be amended as  follows: Chairman of  the Board of
Directors:  EUR 75,000/year (previously EUR  84,000/year), Chairman of the Audit
Committee:  EUR 48,000/year and other  Non-Executive Directors: EUR 43,000/year
(previously  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, except to the Chairman of the
Audit Committee 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
reduction  of the annual fees  for the Board of  Directors, 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 there is  no reason to change the number of
members  of the Company's Board of Directors  in the current situation. Also, no
changes  in  the  composition  of  the  Company's  Board  of Directors are being
proposed.

Based  on the above,  the Shareholders' Nomination  Panel proposes at the Annual
General  Meeting of Shareholders  that the number  of Board members  be four 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. Pauli Anttila, Investment Manager, nominated by Solidium Oy
·  Mr. Tommi Mäkelä, Investment Manager,  nominated by Pharmacies Mutual Pension
Fund
· 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. Pauli Anttila.


Enquiries

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





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Attachments:

Proposals of Nom Panel on the renumeration and the composition of BoD.pdf