Kemira Oyj, Stock Exchange Release, March 22, 2023 at 2.30 pm (EET)
Kemira Oyj: Decisions of the Annual General Meeting 2023
The Annual General Meeting of Kemira Oyj approved the financial statements, remuneration report and discharged the members of the Board of Directors and the company’s President & CEO from liability for the financial year 2022.
The Annual General Meeting decided to elect eight members to the Board of Directors. Annual General Meeting re-elected Tina Sejersgård Fanø, Werner Fuhrmann, Matti Kähkönen, Timo Lappalainen, Annika Paasikivi and Kristian Pullola and elected Fernanda Lopes Larsen and Mikael Staffas as new members to the Board of Directors. Matti Kähkönen was elected as the Chair of the Board of Directors and Annika Paasikivi was elected as the Vice Chair.
Ms. Fernanda Lopes Larsen, M.Sc. (Engineering), b. 1974, is an Executive Vice President Africa & Asia in Yara International since 2020. In 2012-2018 she served in multiple executive and managerial positions in Yara International. In 2001-2012 she held managerial positions in GlaxoSmithKline and in Procter & Gamble. Fernanda Lopes Larsen is a dual Brazilian and British citizen.
Mr. Mikael Staffas, M.Sc. (Engineering), MBA, b. 1965, is the President & CEO of Boliden AB since 2018. In 2015-2018 he served as the President of Boliden Mines, and in 2011-2015 as the CFO of Boliden. In 2005-2011 he was the CFO of Södra Skogsägarna. He was a Partner at McKinsey & Company in 1999-2004 and held various positions there in 1990-1999. Mikael Staffas is a Swedish citizen.
Annual General Meeting approved the Board of Directors’ proposal of EUR 0.62 per share for the financial year 2022.
The dividend will be paid in two installments. The first installment of EUR 0.31 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 24, 2023. The first installment of the dividend will be paid out on April 5, 2023.
The second installment of EUR 0.31 per share will be paid in November 2023. 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 2023. The record date is planned to be October 26, 2023, and the dividend payment date November 2, 2023, 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 Chair, the Vice Chair 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 Chair will receive EUR 118,000 per year, the Vice Chair and the Chair of the Audit Committee EUR 67,000 per year and the other members EUR 52,000 per year. A fee payable for each meeting of the Board of Directors and the Board Committees will be paid based on the method and place of the meeting as follows: participating remotely or in a meeting arranged in the member’s country of residence EUR 600, participating in a meeting arranged on the same continent as the member’s country of residence EUR 1,200 and participating in a meeting arranged in a different continent than the member’s country of residence EUR 2,400. Travel expenses will be 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, 2023.
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 auditor. The Auditor’s fees will be paid against an invoice approved by Kemira.
Amendment of the Articles of Association
The Annual General Meeting decided that the Articles of Association to be amended by adding a new article regarding the organization of the general meeting, so that the general meeting can be held completely without a meeting venue as a so-called remote meeting.
Amendment of the Charter of the Nomination Board
The Annual General Meeting decided to amend the Charter of the Nomination Board by adding new sections to the Charter relating to instructions for holders of nominee-registered shares to use the right to nominate a member to the Nomination Board, practices when a qualified shareholder refuses to nominate a member to the Nomination Board or when two or several qualified shareholders hold an equal number of shares, unanimity of the Nomination Board’s decisions as well as procedure relating to amendments to the Charter.
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 6,000,000 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 Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) 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 Nasdaq Helsinki and the rules of Euroclear Finland Ltd 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 the 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, 2024.
The Minutes of the Annual General Meeting will be available on the company’s website kemira.com/agm2023 no later than April 5, 2023.
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 the best-suited products and services to improve our customers’ product quality, process, and resource efficiency. Our focus is on pulp & paper, water treatment, and energy sectors. In 2022, Kemira had annual revenue of around EUR 3.6 billion and around 5,000 employees. Kemira shares are listed on the Nasdaq Helsinki Ltd. www.kemira.com