Talvivaaran Kaivososakeyhtiö Oyj - Decisions of general meeting

Talvivaara's EGM resolved to approve the proposal by the BoDs to authorise the BoDs resolve on a share issue

Stock Exchange Release
Talvivaara Mining Company Plc
2 February 2017



 Talvivaara's Extraordinary General Meeting resolved to approve the proposal by
 the Board of Directors to authorise the Board of Directors resolve on a share
                                     issue


An   Extraordinary  General  Meeting  of  Talvivaara  Mining  Company  Plc  (the
"Company")  has today on 2 February 2017 resolved to approve the proposal by the
Board  of Directors to authorise the Board of Directors 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 can be
issued  through one  or several  share issues  shall not  exceed 40,000,000,000
shares  in aggregate.  The Board  of Directors  may decide  to issue  new shares
and/or  the Company's own shares  held in treasury by  the Company. The Board of
Directors has 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  is  authorised to determine the
subscription  price for the new shares and the other terms and conditions of the
share  issue. The  authorisation of  the Board  of Directors  to issue shares is
valid until 30 June 2018.

On  10 April  2015, the  Administrator  of  the restructuring proceedings of the
Company filed the final Draft Restructuring Programme with the District Court of
Espoo.  The  confirmation  and  entry  into  force  of  the  Draft Restructuring
Programme  requires the fulfilment  of certain special  conditions. One of these
special  conditions was  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 Company's view is  that the authorization of the Board of
Directors  approved  by  the  Extraordinary  General Meeting today fulfills this
special condition of the Draft Restructuring Programme.



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


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Liitteet:

Talvivaara EGM Resolutions 2.2.2017.pdf