Kemira Oyj, Stock Exchange Release, March 24, 2021 at 2.10 pm (EET)
Kemira Oyj: Decisions of the Annual General Meeting 2021
The Annual General Meeting of Kemira Oyj approved the financial statements, remuneration report, discharged the members of the Board of Directors and the company’s President & CEO from liability for the financial year 2020.
The Annual General Meeting decided to elect seven members to the Board of Directors. Annual General Meeting re-elected Wolfgang Büchele, Shirley Cunningham, Werner Fuhrman, Timo Lappalainen and Jari Paasikivi and elected Matti Kähkönen and Kristian Pullola as new members to the Board of Directors. Jari Paasikivi was re-elected as Board’s Chairman and Matti Kähkönen was elected as the Vice Chairman.
Mr. Matti Kähkönen, M.Sc. (Engineering), b. 1956, has served as President and CEO of Metso Corporation in 2011-2017 and Senior Advisor in 2017-2019. In 1999-2011, Matti Kähkönen held several executive positions in the Metso Group. Prior to year 1999, he held several managerial and business development positions at Neles-Jamesbury and Rauma-Repola. Matti Kähkönen chairs the Board of Directors of Neste Corporation and Neste’s Personnel and Remuneration Committee. In addition, he is the Chairman of the Board of Directors of The Finnish Fair Corporation and Chair of the Supervisory Board of the Ilmarinen Mutual Pension Insurance Company. Matti Kähkönen is a Finnish citizen.
Mr. Kristian Pullola, M.Sc. (Econ) b. 1973, has served in multiple executive and managerial positions in finance and treasury at Nokia Corporation, most recently as Executive Vice President and CFO and as Member of the Group Leadership Team in 2017-2020. Kristian Pullola is a Member of the Board of Directors and Chairman of the Audit Committee at Ilmarinen Mutual Pension Insurance Company and a Member of the Board of Directors at Antilooppi, a real estate investment company. He is a candidate to Terveystalo Oyj’s Board of Directors at the spring 2021 Annual General Meeting. Kristian Pullola is a Finnish citizen.
Annual General Meeting approved the Board of Directors proposal of EUR 0.58 per share for the financial year 2020.
The dividend will be paid in two installments. The first installment of EUR 0.29 per share will be paid to a shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date for the dividend payment, March 26, 2021. The first installment of the dividend will be paid out on April 8, 2021.
The second installment EUR 0.29 per share will be paid in November 2021. The second installment will be paid to a shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date for the dividend payment. The Board of Directors will decide the record date and the payment date for the second installment at its meeting in October 2021. The record date is planned to be October 28, 2021, and the dividend payment date November 4, 2021, at the earliest.
Kemira will announce the resolution of the Board of Directors separately and confirm the relevant record and payment dates in such announcement.
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 remain unchanged. 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, 2021.
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 5,600,000 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, 2022.
Changing the date on which members of the Nomination Board are annually appointed
The Annual General Meeting decided that the four shareholders holding the most voting rights on May 31 (instead of August 31) prior to the following Annual General Meeting according to the company’s shareholders’ register maintained by Euroclear Finland Ltd shall each have the right to become a member or to appoint a member, as the case may be, to the Nomination Board.
For more information, please contact:
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 leader in sustainable chemical solutions for 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, water treatment and oil & gas. In 2020, Kemira had annual revenue of around EUR 2.4 billion and around 5,000 employees. Kemira shares are listed on the Nasdaq Helsinki Ltd.