(Stock Exchange Release)
The shareholders of Kemira Oyj are invited to the Annual General Meeting to be held on Wednesday, March 19, 2008 at 1.00 p.m. in Marina Congress Center, Katajanokanlaituri 6, Helsinki, Finland. Registration of persons who have given notification to attend the meeting will begin at noon.
Agenda of the meeting:
1. The matters to be addressed at the Annual General Meeting as set out in Article 16 of the Company’s Articles of Association
2. Dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.50 per share be paid based on the adopted balance sheet for the financial year which ended on December 31, 2007. The dividend will be paid to a shareholder who is registered in the Company’s Shareholder Register maintained by the Finnish Central Securities Depository Ltd on the record date, March 26, 2008. The Board of Directors proposes that the dividend be paid out on April 2, 2008.
3. Proposal of the Board of Directors for amendment of Article 4 of the Articles of Association
Since the Managing Director of the Company is called President & CEO, the Board of Directors proposes that Article 4 of the current Articles of Association be amended so that references to Finnish titles “pääjohtaja” (English translation in the current Articles of Association “Chief Executive Officer”) and “varapääjohtaja” (English translation in the current Articles of Association “Deputy Chief Executive Officer”) shall be deleted.
4. 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 2,397,515 Company’s own shares (“Share repurchase authorization”).
Shares will be repurchased by using unrestricted equity either through a direct offer with equal terms to all shareholder 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 OMX Nordic Exchange Helsinki Oy (“Stock Exchange”) at the market price quoted at the time of the repurchase. Shares shall be acquired and paid for in accordance with the Rules of Stock Exchange and the Finnish Central Securities Depository 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 implementing the Company’s share-based incentive plan. 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.
5. Proposal of the Board of Directors for authorizing the Board of Directors to decide on share issues
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide to issue a maximum of 12,500,000 new shares and transfer a maximum of 6,252,250 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 against payment or, as part of the implementation of the Company’s share-based incentive plan, without payment.
Said new shares may be issued and said 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 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 its capital structure, improving the liquidity of the Company’s shares or if this is justified for the purpose of implementing the Company’s share-based incentive plan. The directed share issue may be carried out without payment only in connection with the implementation of the Company’s share-based incentive plan.
The subscription price of new shares shall be recognized under unrestricted equity capital fund. The consideration payable for Company’s own shares shall be recognized under unrestricted equity capital fund.
The Board of Directors will decide upon other terms related to share issue.
The share issue authorization is valid until the end of the next Annual General Meeting.
6. Composition of the Board of Directors
The Nomination Committee proposes to the Annual General Meeting that seven members be elected to the Board of Directors and that the present members Elizabeth Armstrong, Juha Laaksonen, Ove Mattsson, Pekka Paasikivi and Kaija Pehu-Lehtonen be re-elected as members of the Board of Directors and Jukka Viinanen and Jarmo Väisänen be elected as new members of the Board of Directors. The Nomination Committee proposes that Pekka Paasikivi will be elected to continue as the Chairman of the Board of Directors and that Jukka Viinanen shall be elected as Vice Chairman.
Mr. Jukka Viinanen (b. 1948) is currently the Chairman of the Board of Directors of Rautaruukki Corporation. Jukka Viinanen has previously been the President and CEO of Orion Corporation during the years 2000-2007, the President and CEO of Neste Corporation during the years 1997-1999 and held executive and Board positions in Neste Corporation during the years 1990-1999.
Mr. Jarmo Väisänen, Senior Financial Counsellor (b. 1951) is a Member of the Management Board of the Ownership Steering Department at the Prime Minister’s Office and the 2nd deputy to the Director General. Väisänen is currently the Vice Chairman of the Board of Directors of Sponda Oyj and Edita Oyj. Väisänen has previously been the Vice Chairman of the Board of Directors of Kapiteeli Oyj (1999-2006) and Solidium Oyj (1996-2004).
7. Election of the auditor
The Audit Committee of the Board of Directors proposes to the Annual General Meeting that KPMG Oy Ab be elected as the Company’s auditor KHT Pekka Pajamo acting as the principal auditor.
Financial statements and the proposals by the Board of Directors
Kemira Oyj’s financial statements, the Board of Directors’ report and the auditors’ report as well as the proposals mentioned above in Sections 3, 4, 5, 6 and 7 are available for inspection by shareholders as from Friday, March 7, 2008, at the Company’s head office at the address Porkkalankatu 3, Helsinki. Copies of the documents will be sent to shareholders upon request, and they will also be available at the Annual General Meeting.
Right to attend the Annual General Meeting
A shareholder who on March 7, 2008 has been registered in the Company’s Shareholder Register maintained by the Finnish Central Securities Depository Ltd and has given notice to attend the Annual General Meeting no later than on March 14, 2008 at 4.00 p.m. is entitled to attend and participate in the Annual General Meeting.
Registration for the Annual General Meeting
A shareholder may give notice of the intent to participate in the Annual General Meeting as follows:
a) by letter to the address Kemira Oyj, Arja Korhonen, P.O. Box 330, 00101 Helsinki;
b) by fax on +358 10 862 1780, Kemira Oyj, Arja Korhonen;
c) by telephone on +358 10 862 1703, Arja Korhonen, weekdays 9-12 a.m. and 1-4 p.m. or
d) via Kemira’s website at the address www.kemira.com/Group/English
Notifications must be received by the Company no later than on Friday, March 14, 2008 at 4.00 p.m. at the latest.
Submission of proxies
A proxy for representing a shareholder at the meeting is requested to be delivered no later than in connection with the notice to attend the meeting.
Helsinki, February 5, 2008
Kemira Oyj
Board of Directors
Kemira is seeking to be a group of global and leading chemical businesses with unique positions in selected customer segments. Kemira’s four business areas: Kemira Pulp&Paper, Kemira Water, Kemira Specialty and Kemira Coatings provide customers with complete solutions, expertise and premium quality products. Kemira serves the pulp and paper industry, water treatment, paint business and chemical industry.
In 2007, Kemira recorded revenue of approximately EUR 2.8 billion and had a staff of 10,000. Kemira operates in 40 countries.