Kemira Oyj: Proposals of the Board of Directors to the Annual General Meeting 2010
(Thomson Reuters ONE) - Kemira GroupStock exchange releaseFebruary 9, 2010 at 8.45Kemira Oyj: Proposals of the Board of Directors to the Annual General Meeting2010Kemira's Board of Directors will submit the following proposals to the AnnualGeneral Meeting: * Resolution on the use of the profit shown on the balance sheet and on dividends * Remuneration and composition of the Board of Directors * Remuneration and election of the auditor * Share repurchase authorization * Share issue authorization * Donation to the Aalto University FoundationThe Annual General Meeting of Kemira Oyj will be held in the Marina CongressCenter, Katajanokanlaituri 6, Helsinki, Finland on Tuesday, March 16, 2010, at1.00 pm. The invitation will be published on February 22, 2010 in HelsinginSanomat, Kauppalehti and on Kemira's website.Resolution on the use of the profit shown on the balance sheet and on dividendsA. Dividend payable in Tikkurila Oyj's sharesThe Board of Directors proposes to the Annual General Meeting that dividend onthe basis of the adopted balance sheet for the financial year ended December31, 2009 shall be paid as follows:Each four Kemira's shares entitle their holder to receive one share of TikkurilaOyj as a dividend. The number of shares of Tikkurila that a shareholder isentitled to receive is calculated on a book-entry account basis. Kemira shalldistribute to its shareholders as dividend an aggregate of 37.933.097 shares ofTikkurila, which represents 86 percent of the shares in Tikkurila and the numberof voting rights carried by them.Fractional entitlements to Tikkurila's share resulting from the distributionratio of the shares shall not be distributed but the amount corresponding to thefractional entitlements shall be compensated for in cash. The amount of the cashpayment corresponding to the fractional entitlements will be based on thetaxable value of the dividend paid in Tikkurila's shares, which will be thevolume-weighted average of the prices paid for Tikkurila's share during thefirst trading day after Tikkurila's shares have been submitted to trading on theofficial list of NASDAQ OMX Helsinki Ltd (the "Helsinki Stock Exchange"). Thefractional entitlements to Tikkurila's share will be combined to complete sharesand sold on said trading day. If the proceeds of the sale do not fully cover theamount of the cash payment, Kemira will pay the balance in cash to shareholdersentitled to fractional entitlements. Such balance to be paid by Kemira is, atmaximum, 500,000 euro. If the proceeds of such sale exceed the amount of thecash payment, the Company will retain the excess proceeds. The cash paymentcorresponding to the fractional entitlements shall be paid, on a book-entryaccount basis, to the shareholders entitled to fractional entitlements on orabout March 30, 2010.The dividend payable in Tikkurila's shares will be paid to each shareholder whois registered in the Company's Shareholder Register maintained by EuroclearFinland Ltd on the record date, March 19, 2010. The Board of Directors proposesthat the dividend be paid on March 26, 2010.The share of the Company will trade together with the right to dividend payablein Tikkurila's shares until March 16, 2010.Kemira shall be liable for the transfer tax payable in connection with thedistribution of dividends.The Board of Directors shall be authorized to conduct specifications andtechnical corrections that may be required for the practical execution of thedividend distribution.The distribution of the dividend is conditional upon the approval of Tikkurila'sshares to trading on the official list of the Helsinki Stock Exchange by May31, 2010. If this condition is not fulfilled, the decision to distributedividend will lapse.The company form of Tikkurila Oy shall be changed into a public limitedliability company (Oyj) and the number of its shares will increase to44,108,252 shares before the Annual General Meeting. Such amendments have beentaken into account in the proposal of the Board of Directors.B. Proposal of the Board of Directors for authorizing the Board of Directors todecide on a cash dividendThe Board of Directors proposes that the Annual General Meeting authorize theBoard to decide upon a dividend payable in cash on the basis of the adoptedbalance sheet for the financial year ended December 31, 2009 under the followingterms and conditions:- Under the authorization, the Board of Directors may decide upon a dividendpayable in cash of a maximum of 0.27 euro per share.- The Board of Directors will decide upon the other terms related to thedividend payable in cash in accordance with the Rules of the Helsinki StockExchange and Euroclear Finland Ltd.- The authorization to decide upon a dividend payable in cash is valid until May31, 2010.Resolution on the remuneration of the Chairman, the Vice Chairman and themembers of the Board of DirectorsThe Nomination Committee proposes to the Annual General Meeting that theremuneration paid to the members of the Board of Directors will remain unchangedbut the monthly fee will be changed into an annual fee. The fees would thus beas follows: the Chairman will receive 66.000 euro per year, the Vice Chairman42.000 euro per year and the other members 33.600 euro per year. A fee payablefor each meeting of the Board and its committees would be for the membersresiding in Finland 600 euro, the members residing in rest of Europe 1.200 euroand the members residing outside Europe 2.400 euro. Travel expenses are proposedto paid according to Kemira's travel policy.In addition, the Nomination Committee proposes to the Annual General Meetingthat the annual fee be paid as a combination of the company's shares and cash insuch a manner that 40% of the annual fee is paid with the company's shares ownedby 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 theBoard of Directors and, if necessary, acquired directly on behalf of the membersof the Board of Directors within two weeks from the release of Kemira's interimreport January 1 - March 31, 2010.The Nomination Committee considers that the increasing and long-term shareownership by the members of the Board of Directors is for the benefit of allshareholders. Transfer to and, if necessary, acquisition of the shares directlyon behalf of the members of the Board of Directors based on the decision of theAnnual General Meeting is, according to insider regulations, an acceptable wayto acquire shares of Kemira.The meeting fees are proposed to be paid in cash.Resolution on the number of members of the Board of Directors and election ofthe Chairman, the Vice Chairman and the members of the Board of DirectorsThe Nomination Committee proposes to the Annual General Meeting that sevenmembers be elected to the Board of Directors and that the present membersElizabeth Armstrong, Wolfgang B?le, Juha Laaksonen, Pekka Paasikivi, KaijaPehu-Lehtonen and Jukka Viinanen be re-elected as members of the Board ofDirectors and Kerttu Tuomas be elected as a new member of the Board ofDirectors. The Nomination Committee proposes that Pekka Paasikivi will beelected to continue as the Chairman of the Board of Directors and that JukkaViinanen will be elected to continue as the Vice Chairman.Ms. Kerttu Tuomas (b. 1957), B.Sc. (Econ.) is the Executive Vice President,Human Resources of KONE Corporation and a member of the Executive Board since2002. She has previously served as Group Vice President, Human Resources ofElcoteq Network Corporation in 2000-2002 and as Personnel & Organization Managerof Masterfoods Oy in 1994-1999. Kerttu Tuomas is a member of the Board of JTOSchool of Management.Resolution on the remuneration of the auditor and election of the auditorThe Board of Directors proposes to the Annual General Meeting on therecommendation of the Audit Committee, that the Auditor's fees be paid againstan invoice approved by Kemira.The Board of Directors proposes to the Annual General Meeting on therecommendation of the Audit Committee, that KPMG Oy Ab be elected as theCompany's auditor KHT Pekka Pajamo acting as the principal auditor.Proposal of the Board of Directors for authorizing the Board of Directors todecide on the repurchase of the company's own sharesThe Board of Directors proposes that the Annual General Meeting authorizes theBoard of Directors to decide upon repurchase of a maximum of 4,156,957 Company'sown shares ("Share repurchase authorization"). Shares will be repurchased byusing unrestricted equity either through a tender offer with equal terms to allshareholders at a price determined by the Board of Directors or otherwise thanin proportion to the existing shareholdings of the Company's shareholders inpublic trading on the Helsinki Stock Exchange at the market price quoted at thetime of the repurchase. Shares shall be acquired and paid for in accordance withthe Rules of the Helsinki Stock Exchange and Euroclear Finland Ltd.The price paid for the shares repurchased through a tender offer under theauthorization shall be based on the market price of the company's shares inpublic trading. The minimum price to be paid would be the lowest market price ofthe share quoted in public trading during the authorization period and themaximum price the highest market price quoted during the authorization period.Shares may be repurchased to be used in implementing or financing mergers andacquisitions, developing the Company's capital structure, improving theliquidity of the Company's shares or to be used for the payment of the annualfee payable to the members of the Board of Directors or implementing theCompany's share-based incentive plans. In order to realize the aforementionedpurposes, the shares acquired may be retained, transferred further or cancelledby 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 AnnualGeneral Meeting.Proposal of the Board of Directors for authorizing the Board of Directors todecide on share issueThe Board of Directors proposes that the Annual General Meeting authorizes theBoard of Directors to decide to issue a maximum of 15,534,256 new shares and/ortransfer a maximum of 7,767,128 Company's own shares held by the Company ("Shareissue authorization"). The new shares may be issued and the Company's own sharesheld by the Company may be transferred either for consideration or withoutconsideration. The new shares may be issued and the Company's own shares held bythe Company may be transferred to the Company's shareholders in proportion totheir current shareholdings in the Company, or by disapplying the shareholders'pre-emption right, through a directed share issue, if the Company has a weightyfinancial reason to do so, such as financing or implementing mergers andacquisitions, developing the capital structure of the Company, improving theliquidity of the Company's shares or if this is justified for the payment of theannual fee payable to the members of the Board of Directors or implementing theCompany's share-based incentive plans. The directed share issue may be carriedout without consideration only in connection with the payment of the annual feepayable to the members of the Board of Directors or implementation of theCompany's share-based incentive plan.The subscription price of new shares shall be recorded to the investedunrestricted equity reserves. The consideration payable for Company's own sharesshall 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 the end of the next Annual GeneralMeeting.Proposal of the Board of Directors for donation to the Aalto UniversityFoundationKemira's Board of Directors proposes to the Annual General Meeting, that theAnnual General Meeting approves a donation in the amount of 500.000 euro to theAalto University Foundation to be used for the Aalto University Foundation'sbasic capital.Kemira OyjP?i Antola, Senior Manager, Investor Relations and Financial CommunicationsFor further information please contactJukka Hakkila, Group General CounselTel. +358 40 544 2303P?i Antola, Senior Manager, Investor Relations and Financial CommunicationsTel. +358 10 862 1140Kemira is a global 2.5 billion euro chemicals company that is focused on servingcustomers in water-intensive industries. The company offers water quality andquantity management that improves customers' energy, water, and raw materialefficiency. Kemira's vision is to be a leading water chemistry company. Itspaints and coatings business, Tikkurila, aims to be the market leader indecorative paints and selected wood and metal coatings in chosen markets.www.kemira.com
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