Treasury shares

Company holds a total of 2,223,221 own shares.

(updated on March 4, 2021)

The Board of Directors of Kemira has on February 10, 2021 decided on a directed share issue related to the reward payment for the shares earned under Kemira’s performance share plan 2019-2023.

In the share issue, 195,219 Kemira shares held by the company have been conveyed on March 4, 2021 without consideration to 85 key employees participating in Kemira’s performance share plan in accordance with the terms and conditions of the plan. More detailed information about the launch and the terms and conditions of the plan is available in a stock exchange release published on December 21, 2018.

The decision on the directed share issue is based on the authorisation granted to the Board of Directors by the Annual General Meeting of Shareholders held on May 5, 2020.

After the share delivery, the company holds a total of 2,223,221 own shares.

Share repurchase authorization

The Annual General Meeting 2020 authorized the Board of Directors to decide upon repurchase of a maximum of 5,400,000 company’s own shares (“Share repurchase authorization”).

Shares shall 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 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 Oy as well as other applicable regulations.

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 shall decide upon other terms related to share repurchase.

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

Share issue authorization

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 (“Share issue authorization”).

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 it 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 plans.

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 shall decide upon other terms related to the share issues.

The Share issue authorization is valid until May 31, 2021.