Share options plans

Adjustment of the terms and conditions of the 2007 and 2011 stock options

As a consequence of the rights offering conducted in the beginning of 2013, the Board of Directors of Talvivaara also confirmed the adjustments to Talvivaara's 2007 and 2011 stock options. The subscription price for stock options 2007C is adjusted to GBP 0.5110 per share and the number of shares that can be subscribed for through the exercise of the stock options 2007C will increase by 13,998,600 shares. The subscription price for stock options 2011B will be adjusted to EUR 0.5935 per share and the number of shares that can be subscribed for through the exercise of the stock options 2011B will increase by 9,000,000 shares and the number of shares that can be subscribed for through the exercise of the stock options 2011C will increase by 9,000,000 shares. The resolution to adjust the share subscription price of the stock options 2007B and to increase the number of shares that may be subscribed for through the exercise of the stock options was not confirmed because the share subscription period of the stock options 2007B ended on 31 March 2013.

Following the adjustment, one 2007C stock option entitles the holder to subscribe to 7 shares at a price of GBP 3.577 (0.511 EUR / share)

2007 option scheme

By resolution passed at the General Meeting of Shareholders on 28 February 2007, the Company resolved to issue free stock options to the key personnel of the Company and its subsidiaries entitling them, after the split of the Company's shares 1:70, to subscribe for a maximum of 6,999,300 new shares in the Company (2007 Option Scheme). Pursuant to the terms and conditions of the 2007 Option Scheme, the Board of Directors shall decide upon the distribution of the stock options.

 The voting rights attached to the shares to be issued against the outstanding share options amount to 2.0 % of the total share capital of the Company.

The shares subscribed for under Stock Options 2007 during 2013 are expected to be registered in the Trade Register and listed on NASDAQ OMX Helsinki on the following target dates:

 2011 option scheme

The maximum total number of stock options issued is 5,500,000, and they entitle their owners to subscribe for a maximum total of 5,500,000 new shares in the Company or existing shares held by the Company (the share).

The people, to whom stock options are issued, shall be notified in writing by the Board of Directors about the offer of stock options. The stock options shall be delivered to the recipient when he or she has accepted the offer of the Board of Directors. By accepting the stock options offered, the recipient undertakes to comply with any further conditions or requirements the Board of Directors may set from time to time for the possession or exercise of the stock options. 

	2011 Option scheme terms and conditions

Talvivaara share subscription agent

Evli Bank Plc will act as the share subscription agent. In case you wish to subscribe shares with your stock options please contact Evli help desk phone +358 9 4766 9931 or operations(at)eam.fi in order to receive a share subscription form.

After signing the subscription form and paying the subscription price according to the payment instructions Evli Bank Plc will take care of the required entries in your book-entry account, whereby the options used for subscription will be removed and new shares of Talvivaara Mining Company Plc will be entered.

The subscribed share is not immediately available for selling on the stock exchange but the new shares will first be entered into the Trade Register and after that the shares will be applied for listing on the stock exchange as a so-called supplementary lot. Therefore a stock option holder should be aware that the subscribed share would only be quoted after several weeks from the share subscription.