Kemira Oyj, Stock Exchange Release, March 19, 2026 at 2.50 pm (EET)
The Annual General Meeting of Kemira Oyj approved the financial statements, made an advisory resolution on the remuneration report, and discharged the members of the Board of Directors and the President & CEO from liability for the financial year 2025.
The Annual General Meeting elected seven members to the Board of Directors based on the Nomination Board’s proposal. The Annual General Meeting re-elected Susan Duinhoven, Tina Sejersgård Fanø, Werner Fuhrmann, Matti Lehmus, Annika Paasikivi, Kristian Pullola and Mikael Staffas as members of the Board of Directors. Annika Paasikivi was re-elected as the Chair of the Board of Directors and Susan Duinhoven as the Vice Chair.
Dividend payment
The Annual General Meeting approved the Board of Director’s proposal of a dividend of EUR 0.76 per share for the for the financial year 2025.
The dividend will be paid in two installments. The first installment of EUR 0.38 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 23, 2026. The dividend shall be paid on April 8, 2026.
The second installment EUR 0.38 per share will be paid in October 2026. 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 in October 2026. The record date is planned to be October 6, 2026, and the dividend payment date October 13, 2026, at the earliest.
Kemira will announce the resolution of the Board of Directors separately as a stock exchange release and will confirm the relevant record and payment dates in the same announcement.
Advisory resolution on the acceptance of the Remuneration Report 2025
The Annual General Meeting approved the Remuneration Report 2025 on an advisory basis.
Remuneration of the Chair, the Vice Chair and the members of the Board of Directors
The Annual General Meeting decided based on the Nomination Board’s proposal 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 141,000 per year (EUR 132,000), for the Vice Chair and the Chair of the Audit Committee EUR 79,000 per year (EUR 74,000), for the Chair of the Personnel and Remuneration Committee (if the person is not the Chair or Vice Chair of the Board of Directors) EUR 73,000 per year (EUR 68,000) and for the other members EUR 61,000 per year (EUR 57,000).
A fee payable for each meeting of the Board of Directors and the Board Committees remains unchanged and 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 750, participating in a meeting arranged on the same continent as the member’s country of residence EUR 1,500 and participating in a meeting arranged in a different continent than the member’s country of residence EUR 3,000.
Travel expenses will be paid according to Kemira’s travel policy.
In addition, the Annual General meeting decided that the annual fee will 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, 2026.
The meeting fees will be paid in cash.
Election of the auditor and remuneration
Ernst & Young Oy was elected as the company’s auditor with Kristina Sandin, APA, acting as the principal auditor. The Auditor’s fees will be paid against an invoice approved by Kemira.
Election of the sustainability reporting assurance provider and remuneration
Ernst & Young Oy was elected as the sustainability assurance provider with Kristina Sandin, APA and Authorized Sustainability Auditor, assuring the sustainability report. The sustainability reporting assurance provider’s fees be paid based on invoicing approved by the company.
Authorization to decide on the repurchase of the company’s own shares
The Annual General Meeting authorized the Board of Directors to decide upon a repurchase of a maximum of 15,000,000 company’s own shares, however so, that the number of the shares held by the company at any time does not exceed 10% of all shares in the company.
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 (directed 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 so that the minimum price to be paid shall 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.
The price paid for the shares repurchased through directed repurchase under the authorization shall be based on the share price formed in public trading on the date of the repurchase or otherwise a price formed on the market.
Shares shall be acquired and paid for in accordance with the rules of Nasdaq Helsinki Ltd 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 how the shares are repurchased and other terms related to any share repurchase.
This Share repurchase authorization replaces the share repurchase authorization approved by the Annual General Meeting on March 20, 2025.
The Share repurchase authorization is valid until September 19, 2027.
Authorization to decide on share issue
The Annual General Meeting authorized the Board of Directors to decide to issue through one or several share issues new shares and/or transfer company’s own shares held by the company, provided that the number of shares thereby issued and/or transferred totals a maximum of 15,000,000 shares.
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, 2027.
Minutes of the meeting
The Minutes of the Annual General Meeting will be available on the company’s website kemira.com/agm2026 no later than April 2, 2026.
For more information, please contact:
Kemira Oyj
Jukka Hakkila, Group General Counsel
Tel. +358 10 862 1690
jukka.hakkila@kemira.com
Kiira Fröberg, Vice President, Investor Relations
Tel. +358 40 760 4258
kiira.froberg@kemira.com
Kemira is a global leader in sustainable chemistry for water-intensive industries. We operate globally and serve a wide range of customers including municipal and industrial water treatment companies and the fiber industry. Our solutions and services help secure clean water for millions of people every day and support our customers in advancing circularity and responsible resource use throughout their value chains. In 2025, Kemira’s revenue totaled EUR 2.8 billion, and we employed approximately 4,900 people. Kemira’s shares are listed on Nasdaq Helsinki (symbol: KEMIRA) www.kemira.com