TALVIVAARA MINING COMPANY PLC 
By Stock Exchange Release
Talvivaara Mining Company Plc
4 January 2011
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 27 January 2011 at 11.00 a.m. (GMT+2) at Scandic Marina Congress Center, Katajanokanlaituri 6, FI-00160 Helsinki, Finland. Registration of attendees will start at 10.00 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 scrutinize 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. A proposal by the Board of Directors regarding a resolution on the issue of special rights (the "Resolution")
On 16 December 2010, the Company issued EUR 225 million in senior unsecured convertible bonds due 2015 (the "Bonds") which were subscribed for by international institutional investors.
The Bonds carry a coupon of 4.00 per cent. per annum payable semi-annually in arrears commencing on 16 June 2011. The yield to maturity of the Bonds is 6.50 per cent. per annum. The initial conversion price per share of the Bonds has been set at GBP 7.0043 (EUR 8.3435), representing a 30 per cent. conversion premium to the volume-weighted average price of the Company's ordinary shares (the "Ordinary Shares") on the London Stock Exchange during the book-building process related to the offering of the Bonds. The issue price of the Bonds was 100 per cent. of their principal amount and, unless previously converted, redeemed or purchased and cancelled, will be redeemed at 114.5 per cent. of their principal amount ("Accreted Principal Amount") at maturity which will accrete during the life of the Bonds. The Company will have the right to redeem all outstanding Bonds at their then Accreted Principal Amount together with accrued interest at any time if less than 15 per cent. of the Bonds originally issued remain outstanding.
The Board of Directors proposes that the extraordinary general meeting would, with the qualified majority of two-thirds as set out in the Finnish Companies Act, approve the issue of special rights in respect of the Bonds. The special rights would be granted, for no consideration, to the initial subscribers of the Bonds and/or to any subsequent purchasers of the Bonds (the "Issue of Special Rights"). The special rights would be attached to the Bonds and could not be separated from the Bonds.
Prior to the approval of the Resolution at the extraordinary general meeting, holders of the Bonds will be entitled to exercise a cash settlement right whereby they would receive a cash amount equal to the market value of the Ordinary Shares notionally underlying the Bonds as detailed in the terms and conditions of the Bonds. The maximum number of new Ordinary Shares notionally underlying the initial issue size is currently 26,967,028 Ordinary Shares, representing approximately 11 per cent. of the Company's current number of Ordinary Shares in issue.
After approval of the Resolution at the extraordinary general meeting and assuming no adjustments to the conversion price, the Bonds may be converted to up to 26,967,028 Ordinary Shares based on the initial conversion price of GBP 7.0043 (EUR 8.3435) per Ordinary Share. The right to convert the Bonds into Ordinary Shares in the Company commences after the Company has notified the holders of the Bonds of the approval of the Resolution at the extraordinary general meeting and ends on 10 December 2015 as set out in the terms and conditions of the Bonds. The cash settlement right of the holders of the Bonds will expire upon the Bonds becoming convertible into Ordinary Shares. Pursuant to the terms and conditions of the Bonds, the conversion price will be adjusted for any cash dividends paid during the conversion period of the Bonds. In addition, the terms and conditions of the Bonds provide for customary anti-dilution adjustments of the conversion price in the event of share consolidations, share splits, share distributions, cash distributions, spin-off events, rights issues and reorganizations.
The Board of Directors considers that there are important economic reasons to issue the special rights in respect of the Bonds as the issuance of the Bonds allowed the Company to strengthen its financial position under terms (including the execution timetable) that would not, in the understanding of the Board of Directors, have been otherwise available.
Certain shareholders of the Company, comprising Mr. Pekka Perä, CEO of Talvivaara, Varma Mutual Pension Insurance Company and Ilmarinen Mutual Pension Insurance Company, who together represent approximately 36 per cent. of the Ordinary Shares currently issued and outstanding, have irrevocably agreed to vote in favour of the Resolution at the extraordinary general meeting.
7. Closing of the meeting
THE MEETING MATERIALS
The proposal of the Board of Directors regarding the issue of special rights (which includes the terms and conditions of the Bonds) as well as this notice are available on the Company's website at www.talvivaara.com/egm-2011:
http://www.talvivaara.com/egm-2011 . The 2009 Annual Report, including the Company's latest annual accounts, the related review of the Board of Directors and the related auditor's report, as well as the Corporate Governance Statement of the Company, the Interim Report for January - September 2010 and the statement by the Board of Directors on the events occurring after 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, the 2009 Annual Report and the Interim Report will also be available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request.
INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
The right to participate and registration
Each shareholder, who is registered on 17 January 2011 in the register of shareholders 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 wishing to participate in the extraordinary general meeting shall register for the meeting no later than 4.00 p.m. (GMT+2) on 24 January 2011 by giving a notice of attendance. Such notice can be given either by e-mail to the address egm@talvivaara.com, by facsimile to the number +358 20 712 9801 or by regular mail to the Company's address Ahventie 4 B, 5th floor, Espoo, FI-02170 Finland or via the Company's website www.talvivaara.com. The internet registration via Company's website shall commence on 5 January 2011 at 2.00 p.m. (GMT+2).
In connection with the registration, a shareholder shall notify his/her name, personal identification number, 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 Talvivaara Mining Company Plc is used only in connection with the extraordinary general meeting and with the processing of related registrations.
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 ask questions with respect to the matters to be considered at the meeting.
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.
Holder of nominee registered shares
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the register of shareholders of the Company, the issuing of proxy documents and the registration for the extraordinary general meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the extraordinary general meeting, to be temporarily entered into the register of shareholders of the Company at the latest on 24 January 2011 by 10.00 a.m. (GMT+2).
Other instructions and information
On the date of this notice to the extraordinary general meeting, 5 January 2011, the total number of shares and votes in Talvivaara Mining Company Plc was 245,316,718.
The extraordinary general meeting will be held in the Finnish language, but questions can also be presented in the English language.
Espoo, Finland, on 5 January 2011
TALVIVAARA MINING COMPANY PLC
THE BOARD OF DIRECTORS
http://hugin.info/136227/R/1477039/413092.pdf
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Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE
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