Kemira Oyj: Notice to the Annual General Meeting

 Kemira Oyj: Notice to the Annual General Meeting

 

The shareholders of Kemira Oyj (“Kemira” or the “company”) are invited to the Annual General Meeting to be held on Wednesday, March 22, 2023 at 1.00 p.m. EET at Marina Congress Center, Katajanokanlaituri 6, Helsinki, Finland.  Reception of those registered for the meeting and distribution of voting tickets at the meeting venue will start at 12.00 p.m. EET.

 

The shareholders may also exercise their voting right by voting in advance. Instructions for advance voting are presented in this notice under section C.

 

Shareholders who have registered for the Annual General Meeting may participate in the meeting in person at the meeting venue or follow the meeting via a live webcast.  Shareholders following the meeting via the live webcast may comment and ask questions in writing through a chat function during the review by the President and CEO. Participation through the live webcast or submitting written questions or comments through the chat function is not deemed as official participation in the Annual General Meeting or the exercise of the shareholder’s right to ask questions or speak at the meeting. Written questions submitted through the chat function are not questions referred to in Chapter 5 Section 25 of the Finnish Companies Act.

 

1. Matters on the agenda of the Annual General Meeting

 

The following matters will be considered at the Annual General Meeting:

 

1. Opening of the meeting

 

2. Calling the meeting to order

 

3. Election of the persons to confirm the minutes and to supervise the counting of the votes

 

4. Recording the legality of the meeting

 

5. Recording the attendance at the meeting and adoption of the list of votes

 

6. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors and the auditor’s reports for 2022

 

–            Review by the President and CEO

 

7. Adoption of the financial statements and the consolidated financial statements

 

8. 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 0.62 per share be paid based on the adopted balance sheet for the financial year which ended on December 31, 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 Board of Directors proposes that the first installment of the dividend be paid out on April 5, 2023.

 

The second installment 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.

 

9. Resolution on the discharge of the members of the Board of Directors, the President and CEO and the deputy CEO from liability

 

10. Advisory resolution on the acceptance of the Remuneration Report 2022

 

The Remuneration Report 2022 is available on the company’s website at kemira.com/agm2023.

 

11. Resolution on the remuneration of the Chair, the Vice Chair and the members of the Board of Directors

 

The Nomination Board proposes to the Annual General Meeting that the annual fee paid to the members of the Board of Directors will be increased as follows (current remuneration in parentheses): for the Chair EUR 118,000 per year (EUR 110,000), for the Vice Chair and the Chair of the Audit Committee EUR 67,000 per year (EUR 65,000) and for the other members EUR 52,000 per year (EUR 50,000).

 

The Nomination Board proposes to the Annual General Meeting that 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 are proposed to be 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 Kemira 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 proposed to be paid in cash.

 

12. Resolution on the number of members of the Board of Directors and election of the Chair, the Vice Chair and the members of the Board of Directors

 

The Nomination Board proposes to the Annual General Meeting that eight members be elected to the Board of Directors and that the present members Tina Sejersgård Fanø, Werner Fuhrmann, Matti Kähkönen, Timo Lappalainen, Annika Paasikivi and Kristian Pullola be re-elected as members of the Board of Directors. The Nomination Board proposes that Fernanda Lopes Larsen and Mikael Staffas be elected as new members of the Board of Directors. In addition, the Nomination Board proposes that Matti Kähkönen be re-elected as the Chair of the Board of Directors and Annika Paasikivi be re-elected as the Vice Chair.

 

All the nominees have given their consent to the election and are independent of the company and of the company’s significant shareholders except for Annika Paasikivi, who is not independent of a significant shareholder as she is the President and CEO of Oras Invest Oy and Oras Invest Oy owns over 10% of Kemira’s shares.

 

Information on the individuals proposed to be elected as the members of the Board of Directors is available on Kemira’s website at kemira.com/agm2023.

 

Regarding the selection procedure for the members of the Board of Directors, the Nomination Board recommends that shareholders take a position on the proposal as a whole at the Annual General Meeting. This recommendation is based on the fact that Kemira’s shareholders’ Nomination Board is separate from the Board of Directors, in line with a good Nordic governance model. The Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the company and that the diversity principles of the company will be met, and that the composition of the Board of Directors meets other requirements of the Finnish Corporate Governance Code for listed companies.

 

13. 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 based on invoicing approved by the company.  

 

14. Election of the auditor

 

The Board of Directors proposes to the Annual General Meeting on the recommendation of the Audit Committee that Ernst & Young Oy be elected as the company’s auditor with Mikko Rytilahti, APA, acting as the principal auditor. 

 

The recommendation of the Audit Committee is free from influence by a third party and no clause of the kind referred to in paragraph 6 of the Article 16 of the EU Audit Regulation (537/2014) has been imposed upon it which would restrict the Annual General Meeting’s decision-making relating to the election of auditor.

 

15.     Proposal of the Board of Directors for amendment of the Articles of Association

 

The Board of Directors proposes that the Articles of Association are 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. The Board of Directors’ proposal for adding a new article in the Articles of Association is presented in Annex 1 of this notice to the Annual General Meeting.

 

16.     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 a 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 any share repurchase.

 

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

 

17.     Proposal of the Board of Directors for authorizing the Board of Directors to decide on a share issue

 

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide to issue through one or several share issues a maximum of 15,600,000 new shares and to 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.

 

18.     Proposal of the Nomination Board for amendment of the Charter of the Nomination Board

 

The Nomination Board proposes that the Charter of the Nomination Board is amended 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. The Nomination Board’s proposal for amending the Charter of the Nomination Board is presented in Annex 2 of this notice to the Annual General Meeting.

 

19.     Closing of the meeting

 

2. Documents of the Annual General Meeting

 

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 on the company’s website at kemira.com/agm2023. Documents concerning Kemira’s financial statements as well as the remuneration report are available on the above-mentioned website as of February 17, 2023. Copies of these documents and this notice will be sent to a shareholder upon request. The Minutes of the Annual General Meeting are available on the above-mentioned website no later than April 5, 2023.

 

3. 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 10, 2023, is registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd, is entitled to 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.

 

Registration for the meeting will begin on February 21, 2023 at 9.00 a.m. EET. A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the Annual General Meeting must register for the meeting no later than March 16, 2023 by 4.00 p.m. EET. Registration may be made by the following means:

 

a) through Kemira’s website at the address www.kemira.com;

 

 Private individual (private shareholder or his/her proxy):

 

The electronic registration and advance voting requires the use of strong electronic identification with Finnish online banking credentials or mobile certificate

 

Other than a private individual:

The electronic registration and advance voting requires the shareholder’s identification number and book-entry account number.

 

If the shareholders that are legal persons use the electronic Suomi.fi e-authorization, registration requires a strong electronic authentication of the authorized person, which works with online banking credentials or a mobile certificate.

 

b) by telephone at +358 20 770 6886, weekdays 9:00 a.m.–4:00 p.m. EET; or

c) by letter to the address Kemira Oyj, AGM, P.O. Box 330, FI-00101 Helsinki, Finland.

 

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/it would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd on March 10, 2023. 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 17, 2023 at 10:00 a.m. EET. As regards nominee registered shares, this constitutes due registration for the Annual General Meeting. Changes in the number of held shares after the record date of the Annual General Meeting shall not have an effect on the right to participate in the meeting nor on the number of votes held by a shareholder in the meeting.

 

A holder of nominee registered shares is advised to request well in advance necessary instructions regarding the temporary registration in the shareholders’ register, the issuing of proxy documents, registration for the Annual General Meeting and advance voting from his/her/its custodian bank. The account operator 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 set out above and to arrange advance voting, if necessary, on behalf of the holders of the applicable nominee registered shares within the registration period for the nominee registered shares. Further information on the matter can also be found on the company’s website at kemira.com/agm2023.

 

3. Proxy representatives and powers of attorney

 

A shareholder may participate in the Annual General Meeting and exercise his/her/its rights at the meeting by way of proxy representation. The shareholder’s proxy representative may also vote in advance as described in this notice. A proxy representative shall produce a dated proxy document or otherwise demonstrate in a reliable manner his/her/its right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual 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 Annual General Meeting.

 

Proxy documents are requested to be delivered by March 16, 2023 at 4.00 p.m. EET at the latest by email: legal@kemira.com or by mail: Kemira Oyj/AGM, P.O. Box 330, 00101 Helsinki, Finland. In addition to the delivery of proxy authorization documents, the shareholder or his/her proxy representative must take care of registering for the Annual General Meeting as described above in this notice.

 

Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of the traditional proxy in Euroclear Finland Ltd’s general meeting service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at https://www.suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting”. The assignee must identify himself or herself with strong electronic authentication in Euroclear Finland Ltd’s general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal online banking credentials or a mobile certificate. More information on https://www.suomi.fi/e-authorizations and the company’s internet pages at kemira.com/agm2023.

 

4. Advance voting

 

Shareholders with a Finnish book-entry account may vote in advance between February 21, 2023 at 9.00 a.m. EET and March 16, 2023 at 4:00 p.m. EET for certain items on the agenda of the Annual General Meeting through the company’s website in connection with the registration.

 

Instructions relating to advance voting may also be found on Kemira’s Annual General Meeting website. Further information may also be obtained during the registration period by calling +358 20 770 6886, weekdays between 9.00 a.m.–4.00 p.m. EET.

 

A shareholder who has voted in advance may not exercise the right to ask questions or the right to demand a vote in accordance with the Finnish Companies Act, and his/her/its possibility to vote on a proposal in respect of an agenda item, which may have been changed after the advance voting period, may be limited, unless he/she/it himself/herself/itself or through a proxy presentative attends the Annual General Meeting in person at the meeting venue.

 

As regards of holders of nominee-registered shares, the advance voting shall take place through the custodian bank. The account operator of the custodian bank may vote in advance on behalf of the holders of the nominee-registered shares, in a manner instructed by them, during the registration period set for the nominee-registered shares.

 

The proposal subject to advance voting is considered to have been presented unchanged at the Annual General Meeting. The terms and conditions of electronic advance voting and other relevant instructions are available on the company’s website at kemira.com/agm2023.

 

5. Other information

 

The meeting language is Finnish. The meeting has simultaneous interpretation in English.

 

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 ask questions with respect to the matters to be considered at the meeting.

 

Changes in the number of held shares after the record date of the Annual General Meeting shall not have an effect on the right to participate in the meeting nor on the number of votes held by a shareholder in the meeting.

 

The total number of shares and votes in Kemira as of the date of this notice, February 9, 2023, is 155,342,557.

 

Shareholders registering for the Annual General Meeting  may participate in the meeting in persion at the meeting venue or follow the meeting via a live webcast. Instructions how to register as a follower for the live webcast and how to follow the live webcast are available on the company’s website at kemira.com/agm2023.  Shareholders following the meeting via the live webcast may comment and ask questions in writing through a chat function during the review of the President and CEO. Participation through the live webcast and submitting written questions or comments through the chat function is not deemed as official participation in the Annual General Meeting or the exercise of the shareholder’s right to ask questions or speak at the meeting. Written questions submitted through the chat function are not questions referred to in Chapter 5 Section 25 of the Finnish Companies Act. The written questions and comments presented in the chat will be brought to the audience of the General Meeting and answered in the General Meeting if the Chairperson of the meeting considers that appropriate.

 

In Helsinki, February 9, 2023

 

KEMIRA OYJ

Board of Directors