Talvivaara Mining Company Plc

Notice of Extraordinary General Meeting - Seite 2

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 (EUR3.38) 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