Kemira Oyj
Stock Exchange Release
May 5, 2020 at 11.00 am (CET+1)
Kemira Oyj: Decisions of the Annual General Meeting 2020
The Annual General Meeting of Kemira Oyj approved the financial statements and discharged the members of the Board of Directors and the company’s President & CEO from liability for the financial year 2019.
The Annual General Meeting decided to elect seven (previously six) members to the Board of Directors. Annual General Meeting re-elected Wolfgang Büchele, Shirley Cunningham, Kaisa Hietala, Timo Lappalainen, Jari Paasikivi and Kerttu Tuomas and elected Werner Fuhrman as a new member to the Board of Directors. Jari Paasikivi was re-elected as Board’s Chairman and Kerttu Tuomas was re-elected to continue as the Vice Chairman.
Werner Fuhrmann has an extensive experience in the chemical industry in various positions at Akzo Nobel NV in 1979-2018. During 2012-2018 he was the CEO and Head of Akzo Nobel’s Specialty Chemicals and he retired from that position. Mr. Fuhrmann is an Industrial Advisor to private equity firms, among others at EQT Partners AB and a Member of the Board at Ten Brinke Group. Werner Fuhrmann is a German citizen and he has a master’s degree in economics from Mainz University.
Dividend payment
Annual General Meeting decided to authorize the Board of Directors to decide, in its discretion, upon the payment of a dividend in the maximum amount of EUR 0.56 per share.
The dividend payment authorization is valid until the end of the next Annual General Meeting. The authorization will be used to pay dividend in two installments during the validity of the authorization, unless the Board of Directors decides otherwise for a justified reason. The Board of Directors will make separate resolutions on the amount and timing of each dividend with preliminary record and payment dates stated below.
The Board of Directors expects to decide upon the payment of the first installment of the dividend, EUR 0.28, on May 5, 2020, so that the first installment would be paid to a shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date for the dividend payment, May 7, 2020. The payment date of the first installment of the dividend would then be May 14, 2020.
Preliminary record date and preliminary payment date for the second installment are October 29, 2020 and November 5, 2020.
Kemira will announce each resolution of the Board of Directors separately and confirm the relevant record and payment dates in such announcements.
Each installment would be paid to a shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date of the relevant installment.
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 EUR 92,000 per year, the Vice Chairman and the Chairman of the Audit Committee EUR 55,000 per year and the other members EUR 44,000 per year. A fee payable for each meeting of the Board of Directors and the Board Committees will be EUR 600 for the members residing in Finland, EUR 1,200 for the members residing in rest of Europe and EUR 2,400 for the members residing outside Europe. 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, 2020.
The meeting fees are to be paid in cash.
Election of the auditor
Ernst & Young Oy was elected as the company’s auditor with Mikko Rytilahti, APA, acting as the principal author. The Auditor’s fees will be paid against an invoice approved by Kemira.
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 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.
Authorization to decide on share issue
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.
For more information, please contact:
Kemira Oyj
Jukka Hakkila, Group General Counsel
Tel. +358 40 544 2303
Mikko Pohjala, Vice President, Investor Relations
Tel. +358 40 838 0709
Kemira is a global chemicals company serving customers in water intensive industries. We provide best suited products and expertise to improve our customers’ product quality, process and resource efficiency. Our focus is on pulp & paper, oil & gas and water treatment. In 2019, Kemira had annual revenue of around EUR 2.7 billion and over 5,000 employees. Kemira shares are listed in the Nasdaq Helsinki Ltd. www.kemira.com