Talvivaara Mining Company Plc: Notice of Extraordinary General Meeting

Stock Exchange Release

Talvivaara Mining Company Plc

17 February 2012



Talvivaara Mining Company Plc

(Incorporated and registered in the Republic of Finland with business identity
code 1847894-2)

Notice of Extraordinary General Meeting



The shareholders of TALVIVAARA MINING COMPANY PLC (the "Company") are hereby
invited to the extraordinary general meeting of the Company to be held on 12
March 2012 at 10:00 a.m. (GMT+2) at Scandic Marina Congress Center,
Katajanokanlaituri 6, FI-00160 Helsinki, Finland. Registration of attendees will
start at 9:00 a.m. (GMT+2).

THE MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

The meeting will consider the following matters:

1. Opening of the meeting

2. Calling the extraordinary general meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
of votes

4. Recording the legality of the extraordinary general meeting

5. Recording the attendance at the extraordinary general meeting and adoption of
the list of votes

6. A proposal by the Board of Directors regarding a resolution on the issue of
new shares for consideration in deviation from the pre-emptive subscription
rights of the shareholders

The Board of Directors proposes that the extraordinary general meeting would,
with the qualified majority of three-fourths set forth in Article 14 of the
Articles of Association, approve the issue of up to 24,589,050 new ordinary
shares for consideration, in deviation from the shareholders' pre-emptive
subscription rights, to investors procured by Merrill Lynch International,
Liberum Capital Limited and Pohjola Corporate Finance Ltd (the "Directed
Issue").

In the Directed Issue, up to 24,589,050 new ordinary shares (the "Placing
Shares") are to be offered for subscription for a subscription price of £2.80
(?3.38) per share. The proposed number of the Placing Shares represents
approximately 10 per cent. of all the ordinary shares in the Company. The
subscription for the Placing Shares must be made by 12 March 2012 and in any
event by 21 March 2012 at the latest.

The subscription price is based upon a placing agreement executed on 16 February
2012 between the Company, Merrill Lynch International, Liberum Capital Limited
and Pohjola Corporate Finance Ltd (the "Placing Agreement"), and the
subscription price has been determined on the basis of a book-building targeted
at institutional investors. The subscription price must be paid in cash at the
time of subscription. The subscription price paid for the Placing Shares
subscribed for in the Directed Issue shall be recorded in the invested
unrestricted equity fund of the Company.

The Placing Agreement includes an undertaking whereby each of Merrill Lynch
International, Liberum Capital Limited and Pohjola Corporate Finance Ltd agrees,
to the extent that any of the investors procured by it do not pay the
subscription price in respect of the Placing Shares they have agreed to
subscribe for, to subscribe for such Placing Shares in the Directed Issue at the
subscription price of £2.80 (?3.38) per share. The Placing Agreement is subject
to certain conditions, including the passing of the resolution concerning the
Directed Issue by the extraordinary general meeting of the Company. Merrill
Lynch International may terminate the Placing Agreement in certain circumstances
set out in the Placing Agreement, which may cause the cancellation of the
Directed Issue.

The proceeds from the Directed Issue are planned to be used to provide
additional financial and operational flexibility for the continuing ramp-up of
the mining and processing operations, as well as additional capital for
potential investment in energy generation. These steps will further improve the
strategically advantageous positioning of the Talvivaara operation and help to
reach, and further enhance, the low cash cost position of the project. The
Directed Issue is a fast and cost-efficient manner to obtain equity. Therefore,
there is a substantial financial reason for the Company to deviate from the pre-
emptive subscription rights of the shareholders of the company.

7. A proposal by the Board of Directors regarding a resolution on the
authorisation of the Board of Directors to issue of new shares and/or special
rights entitling to shares in deviation from the pre-emptive subscription rights
of the shareholders

The Board of Directors proposes that the extraordinary general meeting would,
with the majority set forth in Article 14 of the Articles of Association, grant
an authorisation to the Board of Directors to resolve to issue up to 184,428 new
shares through one or several share issues and/or by granting of special rights
entitling to shares, as referred to in Chapter 10, Section 1, of the Finnish
Companies Act in order to carry out an adjustment of the conversion price in
accordance with the terms and conditions of the convertible bonds of the Company
due 2013 resulting from the Directed Issue. The authorisation is valid until 1
June 2013. The authorisation is conditional upon the approval of the Directed
Issue at the extraordinary general meeting.

8. Closing of the meeting

THE MEETING MATERIALS

This notice, which includes the proposals of the Board of Directors on the
agenda of the extraordinary general meeting, is available on the Company's
website at www.talvivaara.com/egm-2012. The 2010 Annual Report, including the
Company's latest annual accounts, the related review of the Board of Directors
and the related auditor's report, the Interim Report for January - March 2011,
the Interim Report for January - June 2011, the Interim Report for January -
September 2011, the Annual Results Review 2011 and the statement by the Board of
Directors on the events occurring after the Annual Results Review 2011 and
having a material effect on the position of the Company are also available on
the above-mentioned website. The proposals of the Board of Directors, the 2010
Annual Report, the Interim Report for January - March 2011, the Interim Report
for January - June 2011, the Interim Report for January - September 2011 and the
Annual Results Review 2011 will also be available at the meeting. Copies of
these documents and of this notice will be sent to shareholders upon request.

INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

The right to participate and registration

Each shareholder, who is registered on 29 February 2012 in the register of
shareholders 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 wishing to participate in the extraordinary general meeting shall
register for the meeting no later than 4:00 p.m. (GMT+2) on 7 March 2012 by
giving a notice of attendance. Such notice can be given either by e-mail to the
address egm@talvivaara.com, by facsimile to the number +358 20 712 9801 or by
regular mail to the Company's address Ahventie 4 B, 5th floor, Espoo, FI-02170
Finland or via the Company's website www.talvivaara.com. The internet
registration via Company's website is expected to commence on 17 February 2012.

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
Talvivaara Mining Company Plc is used only in connection with the extraordinary
general meeting and with the processing of related registrations.

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 ask
questions with respect to the matters to be considered at the meeting.

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.

Holder of nominee registered shares

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the register of
shareholders of the Company, the issuing of proxy documents and the registration
for the extraordinary general meeting from his/her custodian bank. The account
management organization of the custodian bank will register a holder of nominee
registered shares, who wants to participate in the extraordinary general
meeting, to be temporarily entered into the register of shareholders of the
Company at the latest on 7 March 2012 by 10.00 a.m. (GMT+2).

Other instructions and information

On the date of this notice to the extraordinary general meeting, 17 February
2012, the total number of shares and votes in Talvivaara Mining Company Plc was
245,890,503.

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

Espoo, Finland, on 17 February 2012

TALVIVAARA MINING COMPANY PLC

THE BOARD OF DIRECTORS





Notice of Talvivaara Extraordinary General Meeting 17.2.2012:
http://hugin.info/136227/R/1586985/497719.pdf




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Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE

[HUG#1586985]


Unternehmen: Talvivaaran Kaivososakeyhtiö Oyj - ISIN: FI0009014716