Talvivaara Mining Company Plc. Notice of AGM

Stock Exchange Release
Talvivaara Mining Company Plc
23 March 2011


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 28 April 2011 at 10.00 a.m. (GMT 2) in
Sotkamo at Hotel Holiday Club Katinkulta, at Katinkullantie 15, 88610 Vuokatti,
Finland. The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 9.00 a.m. (GMT 2).

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 Report of the Board of
Directors and the Auditor's Report for the year 2010
·         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 2010 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 annual fee payable to the members
of the Board of Directors for the term until the close of the Annual General
Meeting in 2012 be increased with respect to the chairmanships and be as
follows: Chairman of the Board of Directors EUR 160,000, Deputy Chairman (Senior
Independent Director) EUR 69,000, Chairman of the Audit Committee EUR 69,000,
Chairman of the Nomination Committee EUR 53,000, Chairman of the Remuneration
Committee EUR 53,000, Chairman of the Sustainability Committee  EUR 53,000,
other Non-executive Directors and Executive Directors EUR 48,000.

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 seven (7).

12. Election of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes that Mr. Edward
Haslam, Mr. Eero Niiva, Ms. Eileen Carr, Mr. D. Graham Titcombe, Mr. Pekka Perä,
Mr. Tapani Järvinen and Ms. Saila Miettinen-Lähde be re-elected as Board
Members, subject to their consent.

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 be re-elected as
auditor, the auditor with principal responsibility will be Ms. Ylva Eriksson.

15. Authorising the Board of Directors to decide on the repurchase of the
Company's own shares

The Board of Directors proposes that the Annual General Meeting resolve on
authorising the Board of Directors to decide on the repurchase, in one or
several transactions, of a maximum of 10,000,000 of the Company's own shares.
The proposed number of shares corresponds to less than 10 per cent of all the
shares in the Company.

Pursuant to the proposal of the Board of Directors, own shares shall be
repurchased in proportion other than that of holdings of the shareholders and by
using the non-restricted equity. The shares shall be acquired through public
trading at the share price prevailing at the time of acquisition.

The shares shall be repurchased in order to develop the capital structure of the
Company or to finance or carry out future acquisitions, investments or other
arrangements related to the Company's business or as part of the Company's
incentive programs. The authorisation shall also include the right to take the
Company's own shares as pledge to secure the potential receivables of the
Company. Own shares repurchased by the Company may be retained, cancelled or
conveyed.

The repurchase authorisation is proposed to be valid until 27 October 2012. The
proposed authorisation replaces the authorisation to repurchase 10,000,000
shares granted by the Annual General Meeting of 15 April 2010.

16. Issue of stock options

The Board of Directors proposes that stock options be issued by the Annual
General Meeting partly to the key employees and partly to the personnel of the
Company and its subsidiaries. The maximum total number of stock options issued
will be 5,500,000 and the stock options entitle their owners to subscribe for a
maximum total of 5,500,000 new shares in the Company or to receive existing
shares held by the Company.

The share subscription price will be based on the trade volume weighted average
quotation of the Talvivaara Mining Company Plc share on NASDAQ OMX Helsinki Ltd
in March 2011, 2012 and 2013. The share subscription period for stock options
2011A, will be 1 April 2014 - 31 March 2016, for stock options 2011B, 1 April
2015 - 31 March 2017 and for stock options 2011C, 1 April 2016 - 31 March 2018.
The beginning of the share subscription period requires attainment of certain
operational or financial targets determined by the Board of Directors annually.

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 as well as this notice are available on Talvivaara Mining
Company Plc's website at www.talvivaara.com/agm-2011. The Annual Report, the
Report of the Board of Directors and the Auditor's Report of Talvivaara Mining
Company Plc, are available on the above-mentioned website no later than 29 March
2011. 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 12 May 2011.

C.       Instructions for the participants in the Annual General Meeting

1.        Shareholders registered in the shareholders' register

Each shareholder, who is registered on 14 April 2011 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 21 April 2011 at 4.00 p.m. (GMT 2) by giving a prior
notice of participation, which shall be received by the Company no later than on
the above-mentioned date. Such notice can be given:

a)      on the Company's website www.talvivaara.com/agm-2011-registration.The
internet registration shall commence on 24 March 2011 at 8.00 a.m. (GMT 2).
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 14 April 2011, 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 21 April 2010 by 10 a.m. (GMT 2). 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 23 March 2011, the
total number of shares and votes in Talvivaara Mining Company Plc is
245,364,096 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 23 March 2011

TALVIVAARA MINING COMPANY PLC

The Board of Directors



Talvivaara Mining Company Plc. Notice of AGM:
http://hugin.info/136227/R/1499513/435016.pdf




This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.

Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE

[HUG#1499513]


Unternehmen: Talvivaaran Kaivososakeyhtiö Oyj - ISIN: FI0009014716