NOTICE OF THE EXTRAORDINARY GENERAL MEETING
Notice is given to the shareholders of Talvivaara Mining Company Plc (the "Company") of the extraordinary general meeting to be held on 2 February 2017 at 11:00 a.m. (Finnish time) in Espoo at the premises of Innopoli 1, Auditorium Leonardo, at Tekniikantie 12, Espoo, 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).
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
At the extraordinary general meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise 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. Resolution to authorise the Board of Directors to resolve on share issue
The entry into force of the restructuring programme of the Company requires, among others, that the general meeting of shareholders executes or authorises the Company's Board of Directors to execute a financial arrangement (e.g. a share issue, bond or other financing instrument) to raise the funds needed for paying the remaining restructuring debts and for covering other possible liabilities to the extent the Company's other funds are not sufficient for such purpose.
The Board of Directors proposes that the extraordinary general meeting would resolve to authorise the Board of Directors to resolve on a share issue for consideration pursuant to the shareholders' pre-emptive subscription right, to raise the funds needed to pay the remaining restructuring debts of the Company and/or to finance the development of the Company's new business opportunities. Based on the authorization, the number of shares which could be issued through one or several share issues shall not exceed 40,000,000,000 shares in aggregate. The Board of Directors could decide to issue new shares and/or the Company's own shares held in treasury by the Company. 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. Should the total number of the shares in the Company afterwards decrease as a result of a reverse share split, the maximum number of the shares to be issued based on the authorisation shall decrease pro rata. 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 share issue authorisation is proposed to be valid until 30 June 2018.
7. Closing of the meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
This notice and the proposal of the Board of Directors on the agenda of the extraordinary general meeting are available on the Company's website at www.talvivaara.com/egm-2017. The Company's annual accounts, the related review of the Board of Directors and the auditor's report for the year ended 31 December 2015, the Interim Financial Statements for the period January - June 2016 of Company, the related review of the Board of Directors and the auditor's report as well as the Interim Report for January - June 2016 and the statement by the Board of Directors on the events occurring after the preparation of financial statements and the interim report and having a material effect on the position of the Company are also available on the above-mentioned website. The proposal of the Board of Directors and the other above-mentioned documents will also be available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the extraordinary general meeting will be available on the above-mentioned website as from 16 February 2017.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on 23 January 2017 in the shareholders' register of the Company held by Euroclear Finland Ltd, has the right to participate in the extraordinary 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 extraordinary general meeting, shall register for the meeting no later than 4:00 p.m. (Finnish time) on 30 January 2017 by giving a prior notice of participation. The notice has to be received by the Company before the end of the registration period. Such notice can be given:
(a) on the Company's website www.talvivaara.com;
(b) by e-mail to the address firstname.lastname@example.org;
(c) by telefax to the number +358 20 712 9801; or
(d) by regular mail to the Company's address, Ahventie 4 B, 5th floor, FI-02170 Espoo, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number/business identity code, 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 the Company is used only in connection with the extraordinary general meeting and with the processing of related registrations. The shareholder, his/her authorised 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 extraordinary general meeting by virtue of such shares, based on which he/she on the record date of the extraordinary general meeting, i.e. on 23 January 2017, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the extraordinary 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 on 30 January 2017 by 10:00 a.m. (Finnish time). As regards nominee registered shares this constitutes due registration for the extraordinary 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 the registration for the extraordinary general meeting from his/her custodian bank. The account operator of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the extraordinary 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 extraordinary 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 extraordinary general meeting. When a shareholder participates in the extraordinary 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 extraordinary general meeting.
Possible proxy documents should be delivered in originals to the Company at the Company's address given above before the last date for registration.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the extraordinary 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 extraordinary general meeting, 9 January 2017, the total amount of the shares and votes entitling to participation in the extraordinary general meeting is 3,996,924,162.
The extraordinary general meeting will be held in the Finnish language, but questions can also be presented in the English language.
Espoo, Finland, on 9 January 2017
TALVIVAARA MINING COMPANY PLC
The Board of Directors
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