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2014-05-14

Talvivaaran Kaivososakeyhtiö Oyj: TALVIVAARA AGM NOTICE; PROPOSALS INCLUDE, AMONG OTHERS, DELISTING OF SHARES FROM THE LSE

Stock Exchange Release

Talvivaara Mining Company Plc.

14 May 2014

TALVIVAARA MINING COMPANY PLC: NOTICE OF ANNUAL GENERAL MEETING; THE PROPOSALS
INCLUDE, AMONG OTHERS, DELISTING OF SHARES FROM THE LONDON STOCK EXCHANGE

The board of directors of Talvivaara Mining Company Plc (the "Company") has
decided to convene an annual general meeting of shareholders of the Company
(the "AGM") to be held on 12 June 2014 at 11:00 a.m. (Finnish time) in
Sotkamo at Hotel Holiday Club Katinkulta, at Katinkullantie 15, FI-88610
Vuokatti, Finland. The reception of persons who have registered for the
meeting and the distribution of voting tickets will commence at 10:00 a.m.
(Finnish time).

In order to reduce certain costs associated with potential material capital
market transactions and other transactions in a distressed financial
situation and due to the fact that a very large majority of shareholders of
the Company trade their shares on the official list of the Helsinki Stock
Exchange, a resolution, with a 75 per cent majority, to authorise the board
of directors to cancel the listing of shares on the Official List and remove
such shares from trading on the Main Market of the London Stock Exchange will
be proposed by the board of directors at the AGM. Conditional on the proposed
resolution being approved at the AGM, the Company will apply to cancel the
listing of shares on the Official List and remove such shares from trading on
the Main Market of the London Stock Exchange. It is anticipated that
cancellation of listing of the shares on the Official List will take effect
at 10:00 a.m. (Finnish time) on or about 14 July 2014 being not less than 20
business days following the passing of the delisting resolution. Following
the above-mentioned effective date of the cancellation of the listing of the
shares on the Official List, the shares of the Company can only be traded on
the Helsinki Stock Exchange.

In addition to the above-mentioned proposal regarding delisting, the proposals
to be made at the AGM include the following:

In order for the Company to be able to continue its corporate reorganisation
process in accordance with the Finnish Companies Act, a resolution of the
continuation of the corporate reorganisation application of the Company will
be proposed by the board of directors at the AGM. As stated in a circular to
shareholders which the Company will shortly publish, the positive turn in the
nickel market since the early part of 2014, together with the loan and
streaming holiday agreement that was entered into with Nyrstar in early April
2014, has improved Talvivaara's situation and in the short term enables the
continuation of the Company's and Talvivaara Sotkamo Ltd's corporate
reorganisation. These developments also facilitate a faster re-commencement
of the ore production and enable Talvivaara to continue to explore the
options of identifying potential investor(s) to participate in a long-term,
overall financial solution for Talvivaara.

In order to amend the Articles of Association to a form customary for Finnish
companies whose shares are listed on the Helsinki Stock Exchange, a
resolution, with a 75 per cent majority, to amend the Articles of Association
will be proposed by the board of directors at the AGM.

Furthermore, a resolution on the proposed share issue of 190,615,000 new
shares to the Company without consideration, a resolution to authorise the
board of directors to decide on the conveyance of up to 190,615,000 treasury
shares and a resolution to authorise the board of directors to decide on the
repurchase of up to 190,615,000 treasury shares will be proposed by the board
of directors at the AGM.

The AGM also decides on the matters that must be considered at the AGM
pursuant to the Finnish Companies Act and the Articles of Association,
including:

1 the adoption of the financial statements of the Company;
2 the resolution on measures to be taken owing to the result of the financial
period and the payment of dividend;
3 the resolution on the discharge of the member of the board of directors and
the CEO from liability; and
4 the election and remuneration of the members of the board of directors and
the auditor of the Company.

The notice of AGM in full has been published as a separate stock exchange
release. The Company will shortly publish a circular to shareholders in
respect of the AGM.

Enquiries:

Talvivaara Mining Company Plc tel. +358 20 712 9800
Pekka Perä, CEO
Saila Miettinen-Lähde, Deputy CEO and CFO

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 NV. Talvivaara
is listed on the London Stock Exchange Main Market and NASDAQ OMX Helsinki.
Further information can be found atwww.talvivaara.com.

AGM Notice - proposals include delisting from LSE
http://hugin.info/136227/R/1785243/612062.pdf

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Talvivaaran Kaivososakeyhtiö Oyj via Globenewswire

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