Talvivaara Mining Company Plc : Notice of AGM 2013

NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Talvivaara Mining Company Plc to the
Annual General Meeting to be held on 2 May 2013 at 10.00 a.m. (Finnish time) in
Helsinki at Finlandia Hall, Mannerheimintie 13 e, FI-00100 Helsinki, Finland.
The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 9.00 a.m. (Finnish time).

A.     Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1.      Opening of the meeting

2.      Calling the meeting to order

3.      Election of persons to scrutinize 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.      Presentation of the Financial Statements, the Board of Directors' Review
 and the Auditor's Report for the year 2012
   ·         Review by the CEO

7.      Adoption of the Financial Statements

8.      Resolution on measures to be taken owing to the result of the financial
period and the payment of dividend

The Board of Directors proposes that no dividend is paid for 2012 and that the
loss of the financial period is entered into the company's profit/loss account
on the balance sheet.

9.      Resolution on the discharge of the members of the Board of Directors and
the CEO from liability

10.   Resolution on the remuneration of the members of the Board of Directors

The Remuneration Committee proposes that the fee payable to the members of the
Board of Directors for the term until the close of the Annual General Meeting in
2014 be as follows: Chairman of the Board of Directors: EUR 120,000/year, Deputy
Chairman (Senior Independent Director): EUR 69,000/year, Chairmen of the Board
Committees: EUR 69,000/year, other Non-Executive Directors: EUR 48,000/year and
Executive Directors EUR 48,000/year. The remuneration of the Executive Directors
is included in their base salary, and it is not paid out separately. To the
extent a member of the Board has several positions, such member is entitled only
to one (the highest) annual fee payable among such positions while the other
fee(s) is/are forfeited.


11. Resolution on the number of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes to the Annual
General Meeting that the number of the members of the Board of Directors is
confirmed to be nine (9).

12. Election of members of the Board of Directors

The Nomination Committee proposes to the Annual General Meeting of Shareholders
that Mr. Tapani Järvinen, Mr. Pekka Perä, Mr. Graham Titcombe, Mr. Edward
Haslam, Ms. Eileen Carr, Mr. Stuart Murray, Mr. Michael Rawlinson and Ms. Kirsi
Sormunen be re-elected, and that Ms. Maija-Liisa Friman be elected as a new
member to the Board.

13. Resolution on the remuneration of the Auditor

The Audit Committee of the Board of Directors proposes that the Auditor be
reimbursed according to the auditor's approved invoice.

14. Election of Auditor

The Audit Committee of the Board of Directors proposes that authorised public
accountants PricewaterhouseCoopers Oy be elected as Auditor.
PricewaterhouseCoopers Oy has confirmed that in the event it is re-elected as
auditor, the auditor with principal responsibility will be Ms. Ylva Eriksson.

15. Board's proposal for establishment of a Shareholders' Nomination Panel

The Board of Directors proposes to the Annual General Meeting to establish a
Shareholders' Nomination Panel to prepare proposals for the election and
remuneration of the members of the Board of Directors to General Meetings. In
addition, the Board of Directors proposes the adoption of the Charter of the
Shareholders' Nomination Panel.

According to the proposal, the Shareholders' Nomination Panel comprises of four
members nominated by shareholders and the Chairman of the Board of Directors and
one other member of the Board of Directors appointed by the Board. The
Shareholders' Nomination Panel will elect a Chairman from amongst its members.
The right to nominate the shareholder representatives lies with those four
shareholders whose share of all the voting rights in the company is the largest
on the last working day of September preceding the next Annual General Meeting.
The largest shareholders are determined on the basis of the shareholders'
register of the company held by Euroclear Finland Ltd. However, holdings by a
shareholder who, under the Finnish Securities Market Act, has the obligation to
disclose changes in shareholdings (flagging obligation) that are divided into
several funds or registers, will be summed up when calculating the share of all
the voting rights, provided that such shareholder presents a written request to
that effect to the Chairman of the company's Board of Directors no later than on
the penultimate working day of September preceding the Annual General Meeting.
Should a shareholder not wish to use its nomination right, the right transfers
to the next largest shareholder, who would otherwise not have a nomination
right.

16. Board's proposal to amend article 8 of the Articles of Association

The Board of Directors proposes that, should the Annual General Meeting resolve
to establish a Shareholders' Nomination Panel referred to in section 15 above,
the Annual General Meeting resolves to amend article 8 of the company's Articles
of Association to correspond to the changes to be made to the duties of the
Board Committees and the current practices applied by the company.

Following the proposed amendment the article 8 would in its entirety read as
follows:

8 § Committees

The company has at least the following committees for which the Board of
Directors will establish the number of members, the detailed tasks and terms of
reference.

a. The company shall have an audit committee consisting of at least three (3)
members from amongst the members of the Board of Directors, with the task to
supervise and develop the internal control of the company and to oversee the
statutory audit and consider the independence, effectiveness and objectivity
of the external auditors, including the nature and extent of non-audit
services provided as well as advice and make recommendations to the Board of
Directors and the shareholders' meeting on issues related thereto.
b. The company shall have a nomination and governance committee consisting of
at least three (3) members from amongst the members of the Board of
Directors. The task of the nomination committee is, within its powers, to
supervise and develop the nomination of new members of the Board of
Directors and to oversee, review and, if necessary, develop company's
policies and practices concerned with corporate governance and disclosure.
c. The company shall have a remuneration committee consisting of at least three
(3) members from amongst the members of the Board of Directors. The
committee's task is to supervise, follow up and develop the remunerations
paid to the management and to supervise, follow up and develop any other
remuneration or reward system of the company.


17. Closing of the meeting

B.     Documents of the Annual General Meeting

The proposals for the decisions on the matters on the agenda of the Annual
General Meeting, this notice as well as the Financial Statements, the Board of
Directors' Review and the Auditor's Report of Talvivaara Mining Company Plc are
available on the company's website at
www.talvivaara.com/investors/General_Meeting/agm-2013no later than 3 April
2013. The proposals for decisions and the other above-mentioned documents are
also available at the meeting. Copies of these documents and of this notice will
be sent to shareholders upon request. The minutes of the meeting will be
available on the above-mentioned website as from 16 May 2013.

C.     Instructions for the participants in the Annual General Meeting

1.      Shareholders registered in the shareholders' register

Each shareholder, who is registered on 19 April 2013 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the Annual 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 Annual General Meeting, shall register for
the meeting no later than 26 April 2013 at 4.00 p.m. (Finnish time) 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:

a. on the company's website www.talvivaara.com/home;
b. by e-mail agm(at)talvivaara.com;
c. by telefax +358 20 712 9801; or
d. by regular mail to Talvivaara Mining Company Plc, Ahventie 4 B, 5th floor,
Espoo, FIN-02170 Finland.


In connection with the registration, a shareholder shall notify his/her name,
personal identification number/Business ID, 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
Talvivaara Mining Company Plc is used only in connection with the Annual General
Meeting and with the processing of related registrations. The shareholder,
his/her authorized 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 Annual
General Meeting by virtue of such shares, based on which he/she on the record
date of the Annual General Meeting, i.e. on 19 April 2013, would be entitled to
be registered in the shareholders' register of the company held by Euroclear
Finland Ltd. The right to participate in the Annual 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 by 26 April 2013 by 10 a.m. (Finnish time). As regards nominee registered
shares this constitutes due registration for the Annual 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 registration for the
Annual General Meeting from his/her custodian bank. The account management
organization of the custodian bank has to register a holder of nominee
registered shares, who wants to participate in the Annual 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 Annual 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 Annual General
Meeting. When a shareholder participates in the Annual 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 Annual General Meeting.

Possible proxy documents should be delivered in originals to Talvivaara Mining
Company Plc, Ahventie 4 B, 5th floor, Espoo FIN-02170, Finland before the last
date for registration.

4.      Other instructions and information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the 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 Annual General Meeting 25 March 2013, the
total number of shares and votes in Talvivaara Mining Company Plc is
272,309,640 shares and votes.

The Annual General Meeting will be held in the Finnish language, but questions
can also be presented in the English language.


Espoo 25 March 2013

TALVIVAARA MINING COMPANY PLC

The Board of Directors

Talvivaara Mining Company Plc : Notice of AGM 2013:
http://hugin.info/136227/R/1688014/553651.pdf



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Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE
[HUG#1688014]




Unternehmen: Talvivaaran Kaivososakeyhtiö Oyj - ISIN: FI0009014716