Kemira's AGM: Jukka Viinanen elected as new chairman of the Board of Directors, dividend proposal of EUR 0.53 approved

3/21/2012, 3:15 PM (Source: GlobeNewswire)
Kemira Oyj
Stock exchange release
March 21, 2012 at 4.15 pm (CET+1)

The Annual General Meeting of Kemira Oyj ("Kemira") approved the Board proposal
of a EUR 0.53 dividend per share for the financial year 2011. The Annual General
Meeting elected six members (previously seven) to the Board of Directors. Annual
General Meeting reelected Elizabeth Armstrong, Winnie Fok, Juha Laaksonen,
Kerttu Tuomas and Jukka Viinanen to the Board of Directors and elected Jari
Paasikivi as a new member. Jukka Viinanen was elected as the Board's chairman
and Jari Paasikivi was elected as vice chairman.

Mr. Jari Paasikivi (b. 1954). M.Sc. (Econ.) is currently working as President
and CEO of Oras Invest Ltd. He is currently also the Chairman of the Board of
Tikkurila Oyj and Uponor Oyj and a Board member of Oras Oy.

Dividend payment

The per-share dividend of 0.53 EUR will be paid to a shareholder who is
registered in the Company's Shareholder Register maintained by Euroclear Finland
Ltd on the dividend record date, March 26, 2012. The dividend will be paid out
on April 2, 2012.

Remuneration of the Chairman, the Vice Chairman and the members of the Board of
Directors

The Annual General Meeting decided that the remuneration paid to the members of
the Board of Directors will be as follows: the Chairman will receive 74,000 euro
per year, the Vice Chairman 45,000 euro per year and the other members 36,000
euro per year. A fee payable for each meeting of the Board and its committees
will be for the members residing in Finland 600 euro, the members residing in
rest of Europe 1,200 euro and the members residing outside Europe 2,400 euro.
Travel expenses are paid according to Kemira's travel policy.

In addition, the Annual General Meeting decided that the annual fee be paid as a
combination of the company's shares and cash in such a manner that 40% of the
annual fee is paid with the company's shares owned by the company or, if this is
not possible, shares purchased from the market, and 60% is paid in cash. The
shares will be transferred to the members of the Board of Directors and, if
necessary, acquired directly on behalf of the members of the Board of Directors
within two weeks from the release of Kemira's interim report January 1 - March
31, 2012.

The meeting fees are to be paid in cash.

Election and remuneration of the auditor

Deloitte & Touche Ltd. was elected as the Company's auditor APA Jukka
Vattulainen acting as the principal auditor. The Auditor's fees will be paid
against an invoice approved by Kemira.

Amendment of Article 5 and Article 13 of the Articles of Association

Article 5 and Article 13 of the current Articles of Association were amended as
follows.

Article 5

The following sentence was deleted: "A person who has reached the age of 68 at
the time of the election, cannot be elected as member of the Board."

Article 5 thus reads as follows:

"The Board of Directors, elected by the general meeting of shareholders, shall
comprise a minimum of four and a maximum of eight members. The general meeting
of shareholders shall elect a Chairman and a Vice Chairman from among the Board
members. The term of office of a Board member shall terminate at the close of
the Annual General Meeting following the election."

Article 13

The way of giving notice to the general meeting of shareholders was changed so
that instead of publishing an announcement in at least two nationwide
newspapers, the notice will be released in the company's website and, if so
decided by the Board of Directors, by publishing an announcement in one
nationwide newspaper. Additionally, the reference to the shareholder
communication was deleted.

Article 13 thus reads as follows:

"Notice to the general meeting of shareholders shall be released in the
company's website no earlier than two months and no later than three weeks
before the general meeting of shareholders, however, at least nine days before
the record date of the general meeting of shareholders. Additionally, if so
decided by the Board of Directors, the company may within the same time frame
publish the notice to the general meeting of shareholders in one nationwide
newspaper."

Authorization to decide on the repurchase of the Company's own shares

The Annual General Meeting authorized the Board of Directors to decide upon
repurchase of a maximum of 4,500,000 Company's own shares.

Shares will be repurchased by using unrestricted equity either through a tender
offer with equal terms to all shareholders at a price determined by the Board of
Directors or otherwise than in proportion to the existing shareholdings of the
Company's shareholders in public trading on the NASDAQ OMX Helsinki Ltd (the
"Helsinki Stock Exchange") at the market price quoted at the time of the
repurchase.

The price paid for the shares repurchased through a tender offer under the
authorization shall be based on the market price of the company's shares in
public trading. The minimum price to be paid would be the lowest market price of
the share quoted in public trading during the authorization period and the
maximum price the highest market price quoted during the authorization period.

Shares shall be acquired and paid for in accordance with the Rules of the
Helsinki Stock Exchange and Euroclear Finland Ltd.

Shares may be repurchased to be used in implementing or financing mergers and
acquisitions, developing the Company's capital structure, improving the
liquidity of the Company's shares or to be used for the payment of the annual
fee payable to the members of the Board of Directors or implementing the
Company's share-based incentive plans. In order to realize the aforementioned
purposes, the shares acquired may be retained, transferred further or cancelled
by the Company.

The Board of Directors will decide upon other terms related to share repurchase.

The share repurchase authorization is valid until the end of the next Annual
General Meeting.

Authorization to decide on share issues

The Annual General Meeting authorized the Board of Directors to decide to issue
a maximum of 15,600,000 new shares and/or transfer a maximum of 7,800,000
Company's own shares held by the Company.

The new shares may be issued and the Company's own shares held by the Company
may be transferred either for consideration or without consideration.

The new shares may be issued and the Company's own shares held by the Company
may be transferred to the Company's shareholders in proportion to their current
shareholdings in the Company, or by disapplying the shareholders' pre-emption
right, through a directed share issue, if the Company has a weighty financial
reason to do so, such as financing or implementing mergers and acquisitions,
developing the capital structure of the Company, improving the liquidity of the
Company's shares or if this is justified for the payment of the annual fee
payable to the members of the Board of Directors or implementing the Company's
share-based incentive plans. The directed share issue may be carried out without
consideration only in connection with the implementation of the Company's share-
based incentive plan.

The subscription price of new shares shall be recorded to the invested
unrestricted equity reserves. The consideration payable for Company's own shares
shall be recorded to the invested unrestricted equity reserves.

The Board of Directors will decide upon other terms related to the share issues.

The share issue authorization is valid until May 31, 2013.

The establishment of the Nomination Board

The Annual General Meeting decided to establish a Nomination Board as follows:

1.    The Annual General Meeting decided to establish a Nomination Board
comprising of the shareholders or the representatives of the shareholders to
prepare annually proposals concerning the composition and remuneration of the
Board of Directors for the next Annual General Meeting.

2.    The tasks of the Nomination Board are annually

a.    preparation of the proposal for the Annual General Meeting concerning the
composition of the Board of Directors;
b.    preparation of the proposal for the Annual General Meeting concerning the
remuneration of the Board of Directors;
c.    identification of successor candidates for the members of the Board of
Directors; and
d.    presentation of the proposal concerning the composition and remuneration
of the Board of Directors to the Annual General Meeting.

3.    The Nomination Board shall consist of the four largest shareholders or the
representatives of such shareholders and the Chairman of the Board of Directors
of Kemira Oyj acting as an expert member. The four shareholders having the most
voting rights on August 31 preceding the Annual General Meeting according to the
company's shareholders' register maintained by Euroclear Finland Ltd, shall have
a right to appoint a member to the Nomination Board. In case a shareholder, who
has a duty to disclose certain ownership changes based on the Securities Market
Act (disclosure obligation of holdings), presents no later than on August 30
preceding the Annual General Meeting a written demand to the Board of Directors
of the company concerning the matter, the shareholdings of such shareholder
which are registered in several funds or registers shall be summed up when
calculating the voting rights of such shareholder. In case a shareholder does
not wish to use his right to appoint a member to the Nomination Board, such
right will pass on to the shareholder who according to the shareholder register
is the next largest shareholder and who otherwise would not have the appointment
right.

4.    The Nomination Board shall be convened by the Chairman of the Board of
Directors. The Nomination Board shall elect a Chairman among its members.

5.    The Nomination Board shall deliver its proposal to the Board of Directors
no later than on February 1 preceding the Annual General Meeting.

According to the view of the Board of Directors, it is in the best interest of
the company and its shareholders that the biggest shareholders participate in
preparing nomination and compensation issues related to the Board of Directors.



For more information, please contact

Kemira Oyj
Jukka Hakkila, Group General Counsel
+358 10 862 1690

Tero Huovinen, Director, Investor Relations
+358 10 862 1980



Kemira is a global two billion euro water chemistry company that is focused on
serving customers in water-intensive industries. The company offers water
quality and quantity management that improves customers' energy, water, and raw
material efficiency. Kemira's vision is to be a leading water chemistry company.

www.kemira.com
www.waterfootprintkemira.com



Link to the release (.pdf):
http://hugin.info/3008/R/1595882/502819.pdf



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