Talvivaara Mining Company Plc

NOTICE OF EXTRAORDINARY GENERAL MEETING

Stock Exchange Release
Talvivaara Mining Company Plc
14 February 2013

TALVIVAARA MINING COMPANY PLC

(Incorporated and registered in the Republic of Finland with business identity code 1847894-2)

NOTICE OF EXTRAORDINARY GENERAL MEETING

 

The shareholders of TALVIVAARA MINING COMPANY PLC (the "Company") are hereby invited to the extraordinary general meeting of the Company to be held on 8 March 2013 at 10:00 a.m. (GMT+2) at Finlandia Hall, Mannerheimintie 13 e, FI-00100 Helsinki, Finland. Registration of attendees will start at 00 a.m. (GMT+2).

THE MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

The meeting will consider the following matters:

1. Opening of the meeting

2. Calling the extraordinary general meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality of the extraordinary general meeting

5. Recording the attendance at the extraordinary general meeting and adoption of the list of votes

6. Authorising the Board of Directors to decide on a share issue

The Board of Directors proposes that the extraordinary general meeting would authorise the Board of Directors to undertake a share issue for consideration pursuant to the shareholders' pre-emptive subscription right. The Board of Directors would have the right to decide upon the offering to parties determined by the Board of Directors of any shares that may remain unsubscribed for pursuant to the shareholders' pre-emptive subscription right. A maximum number of 26,000,000,000 new shares could be issued in the share issue. The Board of Directors would be authorised to determine the subscription price for the new shares and the other terms and conditions of the share issue. The authorisation of the Board of Directors to issue shares would be valid until 31 December 2013. The authorisation is conditional upon the granting of the authorisation referred to in Section 7.

7. Authorising the Board of Directors to decide to issue 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 decide to issue up to 600,000,000 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 share issue referred to in Section 6. The authorisation would be valid until 31 December 2013. The use of the authorisation is conditional upon the completion of the share issue referred to in Section 6.