Kemira Oyj
Stock exchange release
February 27, 2012 at 8.00 am (CET+1)
The shareholders of Kemira Oyj (“Kemira”) are invited to the Annual General Meeting to be held on Wednesday, March 21, 2012 at 1.00 p.m. at Marina Congress Center, Katajanokanlaituri 6, Helsinki, Finland. The reception of persons who have given notification to attend the meeting will begin at noon.
A. Matters on the agenda of the Annual General Meeting
The following matters will be considered at the Annual General Meeting
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Opening of the meeting
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Calling the meeting to order
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Election of the persons to confirm the minutes and to supervise the counting of the votes
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Recording the legality of the meeting
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Recording the attendance at the meeting and adoption of the list of votes
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Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors and the auditor’s reports for 2011
– Review by the President and CEO -
Adoption of the financial statements and the consolidated financial statements
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Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.53 per share be paid based on the adopted balance sheet for the financial year which ended on December 31, 2011. The dividend 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 dividend payment, March 26, 2012. The Board of Directors proposes that the dividend be paid out on April 2, 2012. - Resolution on the discharge of the members of the Board of Directors, the President and CEO and the deputy CEO from liability
- Resolution on the remuneration of the Chairman, the Vice Chairman and the members of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that the remuneration paid to the members of the Board of Directors will remain unchanged. The fees would thus 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 would 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 proposed to paid according to Kemira’s travel policy.
In addition, the Nomination Board proposes to the Annual General Meeting 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 proposed to be paid in cash. - Resolution on the number of members of the Board of Directors and election of the Chairman, the Vice Chairman and the members of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that six members be elected to the Board of Directors and that the present members Elizabeth Armstrong, Winnie Fok, Juha Laaksonen, Kerttu Tuomas and Jukka Viinanen be re-elected as members of the Board of Directors and Jari Paasikivi be elected as a new member of the Board of Directors. The Nomination Board proposes that Jukka Viinanen will be elected as a new Chairman of the Board of Directors and that Jari Paasikivi will be elected as a new 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.
Information on the individuals proposed to be elected as the members of the Board of Directors is available at Kemira’s website at www.kemira.com > Investors > Corporate Governance > Annual General Meeting > Annual General Meeting 2012. - Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting on the recommendation of the Audit Committee, that the Auditor’s fees be paid against an invoice approved by Kemira. - Election of the auditor
The Board of Directors proposes to the Annual General Meeting on the recommendation of the Audit Committee, that Deloitte & Touche Ltd. be elected as the Company’s auditor with Jukka Vattulainen, APA, acting as the principal auditor. - Proposal of the Board of Directors for amendment of Article 5 and Article 13 of the Articles of Association
The Board of Directors proposes that Article 5 and Article 13 of the current Articles of Association be amended as follows:
Article 5
The following sentence is 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, if amended as proposed, would thus read 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 is 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 is deleted.
Article 13, if amended as proposed, would thus read 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.” - Proposal of the Board of Directors for authorizing the Board of Directors to decide on the repurchase of the company’s own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide upon repurchase of a maximum of 4,500,000 Company’s own shares (“Share repurchase authorization”).
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. - Proposal of the Board of Directors for authorizing the Board of Directors to decide on share issue
The Board of Directors proposes that the Annual General Meeting authorizes 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 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. - Proposal of the Board of Directors for the establishment of the Nomination Board
The Board of Directors proposes that the Annual General Meeting decides to establish a Nomination Board as follows:
- The Annual General Meeting decides 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.
- 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. - 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.
- The Nomination Board shall be convened by the Chairman of the Board of Directors. The Nomination Board shall elect a Chairman among its members.
- 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.
- The Annual General Meeting decides 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.
- Closing of the meeting
B. Documents of the Annual General Meeting
Documents concerning Kemira’s financial statements, the proposals of the Board of Directors and the Nomination Board, this notice and other documents required by the Finnish Companies Act and the Finnish Securities Market Act are available for inspection by shareholders as from February 27, 2012, at the Company’s web site at www.kemira.com > Investors > Corporate Governance > Annual General Meeting > Annual General Meeting 2012. The proposals and the other documents mentioned above are available at the Annual General Meeting. The Minutes of the Annual General Meeting are available in the above mentioned web site no later than on April 4, 2012.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders’ register
A shareholder who on the record date of the Annual General Meeting, March 9, 2012, is registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd, is entitled to attend and participate in the Annual General Meeting. A shareholder, whose shares have been recorded in his/her personal book-entry account, is registered in the company’s shareholders’ register.
A shareholder wishing to participate in the Annual General Meeting shall register his/her/its participation to the meeting no later than on Friday March 16, 2012 at 4:00 p.m. Registration may be made as follows:
a) through Kemira’s website at the address www.kemira.com.
b) by letter to the address Kemira Oyj, Tea Salminen, P.O. Box 330, FI-00101 Helsinki, Finland;
c) by fax at +358 10 862 1197, Kemira Oyj, Tea Salminen; or
d) by telephone at +358 10 862 1703, Tea Salminen, weekdays 1-4 p.m.
In connection with the registration, the shareholder shall notify his/her/its name, personal identification number/company identification number, address, telephone number and the name of the possible assistant, proxy representative or statutory representative and personal identification number of the proxy representative. The personal data given to Kemira is used only in connection with the Annual General Meeting and with the processing of related registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares based on which he/she would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd on March 9, 2012. The participation in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily entered in the shareholders’ register held by Euroclear Finland Ltd at the latest by March 16, 2012 at 10:00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholders’ register of the company at the latest by the time stated above.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise demonstrate in a reliable manner his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.
A proxy for representing a shareholder at the meeting is requested to be delivered together with the notice to attend the meeting by March 16, 2012 at 4:00 p.m. at the latest.
4. Other information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to present questions with respect to the matters to be considered at the meeting.
The total number of shares and votes in Kemira as of the date of this notice, February 7, 2012, is 155,342,557.
Helsinki, February 7, 2012
Kemira Oyj
Board of Directors
For more information, please contact
Kemira Oyj
Jukka Hakkila, Group General Counsil
+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.