Resolutions of Talvivaara Mining Company Plc Annual General Meeting 2012

Stock Exchange Release
Talvivaara Mining Company Plc
26 April 2012



Resolutions of Talvivaara Mining Company Plc Annual General Meeting 2012



Talvivaara Mining Company Plc ("Talvivaara" or the "Company") is pleased to
announce that, at the Annual General Meeting of the Company held at 10:00 am
today on 26 April 2012, all the resolutions proposed, as set out in the notice
of the meeting to shareholders dated 19 March 2012, were duly passed.

Talvivaara's Annual General Meeting approved the financial statements and
discharged the members of the Board of Directors and the CEO from liability for
the financial year 2011. Annual General Meeting resolved that no dividend is
paid for 2011 and that the loss of the financial period is entered into the
Company's profit/loss account on the balance sheet.


The Board of Directors and the Auditor

As proposed by the Remuneration Committee the Annual General Meeting approved
the annual fee payable to the members of the Board of Directors for the term
until the close of the Annual General Meeting in 2013 to 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. Should the Board of Directors
decide to engage an Executive Chairman, the total remuneration payable to the
Executive Chairman for the term until the close of the Annual General Meeting in
2013 was approved to be EUR 280,000/year.

As proposed by the Nomination Committee the Annual General Meeting decided the
number of Board members to be eight (8) and as proposed Mr. Edward Haslam, Ms.
Eileen Carr, Mr. D. Graham Titcombe, Mr. Tapani Järvinen and Mr. Pekka Perä were
re-elected as Board members and Mr. Stuart Murray, Mr. Michael Rawlinson and Ms.
Kirsi Sormunen were appointed as new members of the Board of Directors.

It was resolved that the auditor will be reimbursed according to the auditor's
approved invoice. The authorised public accountants PricewaterhouseCoopers Oy
was elected as the auditor of the Company for the financial year 2012. The
auditor with principal responsibility will be Ms. Ylva Eriksson.


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

The Annual General Meeting resolved to authorise 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. 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 authorisation is valid until 25 October 2013. The authorisation replaces the
authorisation to repurchase 10,000,000 shares granted by the Annual General
Meeting of 28 April 2011.


Authorising the Board of Directors to decide on the conveyance of the Company's
own shares

The Annual General Meeting resolved to on authorising the Board of Directors to
decide on the conveyance, in one or several transactions, of a maximum of
10,000,000 of the Company's own shares.

The shares held by the Company may be conveyed to the Company's shareholders in
proportion to their present holding or by waiving the pre-emptive subscription
rights of the shareholders, if there is a weighty financial reason for the
Company.

The shares may be conveyed 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
personnel incentive program. The consideration, if any, paid in connection the
conveyance of the Company's own shares shall be recorded in the reserve for
invested unrestricted equity.

The Board of Directors shall decide on other matters related to the conveyance
of the Company's own shares. The conveyance authorisation is valid until 25
April 2014.



ENQUIRIES


Talvivaara Mining Company Plc Tel: +358 20 7129 800

Harri Natunen, Chief Executive Officer
Saila Miettinen-Lähde, Deputy CEO and CFO





Resolutions of Talvivaara AGM 2012 26.4.2012:
http://hugin.info/136227/R/1606346/509187.pdf



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Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE
[HUG#1606346]


Unternehmen: Talvivaaran Kaivososakeyhtiö Oyj - ISIN: FI0009014716