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

Stock exchange release
Talvivaara Mining Company Plc
13 May 2014



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


Proposals to the Annual General Meeting

The Shareholders' Nomination Panel ("Panel") of Talvivaara Mining Company Plc
("Talvivaara" or the "Company") makes the following proposals to the Annual
General Meeting ("AGM") provisionally scheduled to be held on 12 June 2014.
Talvivaara's Board of Directors will include the proposals into the notice of
the Annual General Meeting to be published later.

Proposal on the remuneration of members of the Board of Directors

The Shareholder' 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 2015 be as follows: Chairman of the Board of Directors: EUR
84,000/year (previously EUR 120,000/year), Deputy Chairman (Senior Independent
Director): EUR 48,000/year (previously EUR 69,000/year), Chairmen of the Board
Committees: EUR 48,000/year (previously EUR 69,000/year), other Non-executive
Directors: EUR 33,500/year (previously EUR 48,000/year) and Executive Directors
EUR 33,500/year (previously EUR 48,000/year). 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.

The Panel furthermore proposes that, in addition to the annual fee, a fee of EUR
600 per meeting of the Board of Directors or the Board Committees taking place
in the member's domicile shall be payable. Should the venue of the meeting be in
a European country other than the member's domicile, the fee payable per meeting
shall be EUR 1,200. However, a fee of EUR 2,400 per meeting shall be payable, if
the member's domicile or the venue of the meeting is outside Europe. For
teleconference meetings the fee payable shall be EUR 600 per meeting. The
traveling expenses shall be reimbursed in accordance with the company's travel
policy.

The remuneration of the Executive Director is included in Director's base
salary, and it is not paid out separately.

Proposal on the number and the election of the members of the Board of Directors

The Shareholder' Nomination Panel proposes at the Annual General Meeting of
Shareholders that the number of Board members be seven and that Mr. Tapani
Järvinen, Mr. Pekka Perä, Mr. Graham Titcombe, Mr. Edward Haslam, Mr. Stuart
Murray and Ms. Maija-Liisa Friman be re-elected, and that Ms. Solveig Törnroos-
Huhtamäki be elected as a new member to the Board.

Ms. Eileen Carr, who has been serving as a non-executive director and as the
Chairman of the Audit Committee since 2007, informed the Panel that she will not
offer herself for re-election to the Board at the forthcoming AGM.


Shareholders' Nomination Panel

Shareholders' Nomination Panel was established in 2013 by the Annual General
Meeting. Its duty is to prepare proposals for the election and remuneration of
the members of the Board of Directors to the General Meeting. The composition of
the Panel has been as follows:

* Kari Järvinen, CEO,  nominated by Solidium Oy
* Joni Hautojärvi, Managing Director of Norilsk Nickel Harjavalta Oy,
nominated by Norilsk Nickel Holdings (Cyprus) Ltd
* Pekka Perä, CEO of Talvivaara, as a shareholder of the Company
* Tapani Järvinen, Chairman of the Board of Directors of the Company and
* Graham Titcombe, Deputy Chairman of the Board of Directors of the Company


The Nomination Panel elected Kari Järvinen to act as the Chairman of the Panel.



Enquiries

Kari Järvinen, Solidium Oy, Tel. +358 10 830 8905
Tapani Järvinen,Talvivaara Mining Company Plc, Tel +358 20 7129 800

Annex: Biography of Solveig Törnroos-Huhtamäki



Talvivaara Mining Company Plc
Talvivaara Mining Company is an internationally significant base metals producer
with its primary focus on nickel and zinc using a technology known as
bioheapleaching to extract metals out of ore. Bioheapleaching makes extraction
of metals from low grade ore economically viable. The Talvivaara deposits
comprise one of the largest known sulphide nickel resources in Europe. The ore
body is estimated to support anticipated production for several decades.
Talvivaara has secured a 10-year off-take agreement for 100 per cent of its main
output of nickel and cobalt to Norilsk Nickel and entered into a long-term zinc
streaming agreement with Nyrstar. Talvivaara is listed on the London Stock
Exchange Main Market and NASDAQ OMX Helsinki. Further information can be found
at www.talvivaara.com.



Annex: Biography of Solveig Törnroos-Huhtamäki:
http://hugin.info/136227/R/1785183/612008.pdf



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