Kemira Oyj's Financial Statements Bulletin 2009: Operating profit more than doubled, gearing halved
(Thomson Reuters ONE) - Kemira GroupStock exchange releaseFebruary 9, 2010 at 8.30 amYear 2009: * Revenue in 2009 was EUR 2,500.1 million (2008: EUR 2,832.7 million). Revenue from continuing business operations decreased by 7%. Demand weakened in several customer industries. * Operating profit excluding non-recurring items rose 32% to EUR 175.0 million (132.6). Reported operating profit rose 113% to EUR 157.4 million (74.0). * Cash flow after investments grew significantly to EUR 202.2 million (2.7). Strong cash flow and the rights offering completed at the end of the year strengthened the balance sheet and gearing fell to 53% (December 31, 2008: 107%). * Earnings per share were EUR 0.61 (-0.01). * The Board proposes that 86% of the shares of Tikkurila be distributed as dividend to Kemira's shareholders. Tikkurila's shares are expected to be listed on NASDAQ OMX Helsinki Ltd in March 2010 (please see page 21, Dividend). The Board also proposes that the Annual General Meeting authorize the Board to decide upon a dividend payable in cash of a maximum of EUR 0.27 per share (0.25). According to the proposal, the authorization is valid until May 31, 2010. * In 2010, Kemira expects demand to develop favorably as the economic situation improves, even though there's still uncertainty with the development of the demand. In the first quarter of the year, Kemira's operating profit excluding non-recurring items is expected to increase from the corresponding period in 2009.Fourth quarter: * Revenue in October-December 2009 amounted to EUR 594.7 million (October-December 2008: EUR 627.6 million). * Operating profit excluding non-recurring items rose 138% to EUR 27.8 million (11.7). * Cash flow after investments was EUR 26.9 million (-63.0). * Earnings per share were EUR 0.06 (-0.52).Kemira's President and CEO Harri Kerminen:"2009 was a very good year for Kemira, considering the weakened global economy.Even though the market situation was challenging and demand weakened in severalcustomer industries, the decline in Kemira's revenue was moderate.All of Kemira's segments reported strong cash flow and improved their operativeprofitability last year. Kemira's operating profit grew 113%. The result wassupported by efficiency measures, lower costs and higher sales prices, inparticular in the first half of the year. The extremely strong cash flow andsuccessful rights offering cut Kemira's gearing from 107% to 53%, well withinKemira's target of 40-80%.Good result in Tikkurila and in the rest of Kemira in 2009 as well as thepositive market outlook are basis for the Board of Directors to propose to theAnnual General Meeting that 86% of the shares of Tikkurila be distributed asdividend to Kemira's shareholders. The separation of Tikkurila will make Kemiraan even more focused water chemistry company.Implementation of our strategy that focuses on water has progressed very well.The company that used to be rather fragmented is rapidly becoming a uniformKemira that focuses on full utilization of our water expertise. Furthermore, wehave improved operational efficiency. The cost cutting program for fixed costswhich started in 2008 has proceeded faster than planned and it will be completedby the end of 2010, the balance sheet is stronger and Tikkurila will beseparated. All of this creates a strong basis for the next phase which isprofitable growth."Key figures and ratios+------------------------------------+----------+----------+---------+---------+|EUR million |10-12/2009|10-12/2008|1-12/2009|1-12/2008|+------------------------------------+----------+----------+---------+---------+|Revenue | 594.7| 627.6| 2,500.1| 2,832.7|+------------------------------------+----------+----------+---------+---------+|EBITDA | 38.4| 2.1| 273.7| 243.3|+------------------------------------+----------+----------+---------+---------+|EBITDA % | 6.5| 0.3| 10,9| 8.6|+------------------------------------+----------+----------+---------+---------+|Operating profit excluding | 27.8| 11.7| 175.0| 132.6||non-recurring items | | | | |+------------------------------------+----------+----------+---------+---------+|Operating profit | 12.6| -68.1| 157.4| 74.0|+------------------------------------+----------+----------+---------+---------+|Operating profit excluding | 4.7| 1.9| 7.0| 4.7||non-recurring items, % | | | | |+------------------------------------+----------+----------+---------+---------+|Operating profit, % | 2.1| -10.9| 6.3| 2.6|+------------------------------------+----------+----------+---------+---------+|Financial income and expenses | -12.1| -23.7| -49.8| -69.5|+------------------------------------+----------+----------+---------+---------+|Profit before tax | 1.3| -94.5| 102.9| 1.8|+------------------------------------+----------+----------+---------+---------+|Net profit | 9.3| -68.5| 85.5| 1.8|+------------------------------------+----------+----------+---------+---------+|EPS, EUR | 0.06| -0.52| 0.61| -0.01|+------------------------------------+----------+----------+---------+---------+|Capital employed* | 1,963.3| 2,062.8| 1,963.3| 2,062.8|+------------------------------------+----------+----------+---------+---------+|ROCE, %* | 7.8| 3.5| 7.8| 3.5|+------------------------------------+----------+----------+---------+---------+|Cash flow after investments | 27.1| -63.0| 202.2| 2.7|+------------------------------------+----------+----------+---------+---------+|Equity ratio, % at period-end | 45| 34| 45| 34|+------------------------------------+----------+----------+---------+---------+|Gearing, % at period-end | 53| 107| 53| 107|+------------------------------------+----------+----------+---------+---------+|Personnel at period-end | 8,493| 9,405| 8,493| 9,405|+------------------------------------+----------+----------+---------+---------+*12-month rolling averageDefinitions of key figures can be found on www.kemira.com > Investors > Financial information. Due to the rightsoffering, historical per share key figures have been adjusted with the followingcalculation formula: average number of shares x 1.1Conference for analysts and the media:Kemira will arrange a press conference for analysts and the media today onFebruary 9, 2010 starting at 10:30 a.m. at Kemira House, Porkkalankatu 3,Helsinki. The press conference will be held in Finnish. Harri Kerminen, Kemira'sPresident and CEO, will present the results. Tikkurila's President and CEO ErkkiJ?inen will also be present in the conference. The presentation materials willbe available on Kemira's website at www.kemira.com at 10:30 a.m.A conference call in English will begin at 1:00 p.m. Finnish time. In order toparticipate in the call, please dial +44 (0)20 7162 0025, code 856502, tenminutes before the conference begins. The presentation materials will beavailable on Kemira's website at www.kemira.com. A recording of the conferencecall will be available on Kemira's website later today.Kemira Oyj's Annual General Meeting will be held on Tuesday March 16, 2010starting at 1:00 p.m. at Marina Congress Center, Katajanokanlaituri 6, Helsinki.Kemira Oyj will publish its January-March interim report on Thursday April29, 2010 at 8:30 a.m.For further information, please contact:CFO Jyrki M?-KalaTel. +358 10 86 21589P?i Antola, Senior Manager, Investor Relations and Financial CommunicationsTel. +358 10 86 21140Kemira 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.comThe new strategy announced in June 2008 resulted in some changes to Kemira'sbusiness structure. Financial reporting reflects the new structure from thebeginning of 2009. Kemira's reporting segments are Paper, Municipal & Industrial(previously "Water"), Oil & Mining, Tikkurila and Other. The Other segmentconsists of specialty chemicals such as organic salts and acids and the Groupexpenses not charged to the segments (some research and development costs andthe costs of CEO Office).Financial performance in October-December 2009Kemira Group's revenue decreased 5% in October-December 2009 compared to thecorresponding period in 2008 as demand weakened in several customer industries.Revenue in October-December 2009 amounted to EUR 594.7 million (October-December2008: EUR 627.6 million). Acquisitions increased revenue by approximately EUR12 million. The effect from currency exchange decreased revenue by about EUR 25million.+----------------------+----------+----------+---------+---------+|Revenue, EUR million |10-12/2009|10-12/2008|1-12/2009|1-12/2008|+----------------------+----------+----------+---------+---------+|Paper | 229.6| 246.8| 906.4| 1,003.3|+----------------------+----------+----------+---------+---------+|Municipal & Industrial| 140.6| 147.0| 607.5| 583.7|+----------------------+----------+----------+---------+---------+|Oil & Mining | 69.4| 66.6| 235.0| 275.4|+----------------------+----------+----------+---------+---------+|Tikkurila | 98.5| 103.5| 530.2| 648.1|+----------------------+----------+----------+---------+---------+|Other* | 77.8| 81.9| 300.4| 414.8|+----------------------+----------+----------+---------+---------+|Eliminations | -21.2| -18.2| -79.4| -92.6|+----------------------+----------+----------+---------+---------+|Total* | 594.7| 627.6| 2,500.1| 2,832.7|+----------------------+----------+----------+---------+---------+*2008 includes the titanium dioxide business for the period of January-August.Operating profit for October-December 2009 was EUR 12.6 million (-68.1).Operating profit excluding non-recurring items was EUR 27.8 million (11.7) andthe operating profit margin excluding non-recurring items was 4.7% (1.9%). Theoperating profit was in particular boosted by lower cost levels. Variable costsdecreased by approximately EUR 29 million in October-December 2009 compared tothe corresponding period in 2008. Fixed costs declined by about EUR 1 million.+------------------------------------+----------+----------+---------+---------+|Operating profit excluding | | | | ||non-recurring items, EUR million |10-12/2009|10-12/2008|1-12/2009|1-12/2008|+------------------------------------+----------+----------+---------+---------+|Paper | 14.6| 9.8| 44.9| 41.5|+------------------------------------+----------+----------+---------+---------+|Municipal & Industrial | 12.9| 6.9| 66.4| 25.0|+------------------------------------+----------+----------+---------+---------+|Oil & Mining | 5.5| 0.6| 14.2| 8.4|+------------------------------------+----------+----------+---------+---------+|Tikkurila | -4.7| -12.6| 50.1| 59.2|+------------------------------------+----------+----------+---------+---------+|Other* | -0.5| 7.0| -0.6| -1.6|+------------------------------------+----------+----------+---------+---------+|Eliminations | 0.0| 0.0| 0.0| 0.1|+------------------------------------+----------+----------+---------+---------+|Total* | 27.8| 11.7| 175.0| 132.6|+------------------------------------+----------+----------+---------+---------+*2008 includes the titanium dioxide business for the period of January-August.The share of associates' results was EUR 0.8 million (-2.7).The Group's net financial expenses in October-December were EUR 12.1 million(23.7). Net financial expenses decreased from the corresponding period a yearearlier mainly due to lower debt level, lower market interest rates and smallerexchange rate losses.Profit before tax in October-December amounted to EUR 1.3 million (-94.5) andnet profit totaled EUR 9.3 million (-68.5). Earnings per share were EUR 0.06(-0.52).Financial performance in 2009In 2009, Kemira continued its work to improve operational efficiency that hadstarted in 2008. The main focus areas were improving profitability andstrengthening cash flow and the balance sheet.Kemira Group's revenue decreased by 12% in 2009 compared to 2008 due to weakerdemand in several customer industries. Revenue was EUR 2,500.1 million (2008:EUR 2,832.7 million). Acquisitions increased revenue by approximately EUR 57million. The figure includes the impact of the AKD wax joint venture that wasset up in China. Divestments decreased revenue by approximately EUR 3 million.The effect from currency exchange lowered revenue by about EUR 73 million.Establishment of the titanium dioxide joint venture in 2008 decreased revenue byabout EUR 148 million. Revenue from continuing business operations decreased by7% from 2008.+------------------------------+---------+--------------------------+----------+| | | 1-12/2008 | ||EUR million |1-12/2009| Continuing business|1-12/2008 || | | operations| |+------------------------------+---------+--------------------------+----------+|Revenue | 2,500.1| 2,685.2| 2,832.7|+------------------------------+---------+--------------------------+----------+|Operating profit excluding | | | ||non-recurring items | 175.0| 126.4| 132.6|+------------------------------+---------+--------------------------+----------+|Operating profit excluding | | | ||non-recurring items, % | 7.0| 4.7| 4.7|+------------------------------+---------+--------------------------+----------+The impact of the titanium dioxide business transferred to a joint venture hasbeen eliminated in the continuing business operations.Geographically revenue was divided as follows: EMEA 65% (68%), North America23% (23%), South America 6% (5%), and Asia Pacific 6% (4%).Operating profit rose 113% to EUR 157.4 million (74.0). Operating profitexcluding non-recurring items rose 32% to EUR 175.0 million (132.6). Theoperating profit margin excluding non-recurring items rose from 4.7% to 7.0%.Kemira's medium term target for the operating profit margin is at least 10%.Sales price increases were implemented in the second half on 2008 in response tothe significant increase in raw material prices. This contributed to theincrease in operating profit in 2009 compared to 2008 and compensated for theimpact of lower sales volumes on operating profit. Operating profit was alsoboosted by lower cost base: fixed costs were approximately EUR 29 million lowerand variable costs approximately EUR 34 million lower than the year before.Acquisitions increased operating profit by approximately EUR 10 million. Thecurrency exchange effect decreased operating profit by about EUR 7 million.As of September 1, 2008, Kemira's share of the titanium dioxide joint venture'sresults is being reported below operating profit. In 2008, the operating profitof the titanium dioxide business was approximately EUR 6 million. In 2009,Kemira's operating profit from continuing business operations excludingnon-recurring items rose 38%.The annual savings target of Kemira's global cost savings program is more thanEUR 85 million, with Tikkurila accounting for EUR 25 million. The savings havematerialized faster than planned: by the end of 2009, 80% of the targetedsavings had been achieved. The full annual impact is expected to be felt from2011 onwards. These savings will affect the entire Group and will be achieved bystreamlining the Group structure, organization and operating models.The share of associates' results was EUR -4.7 million (-2.7).Profit before tax amounted to EUR 102.9 million (1.8) and net profit totaled EUR85.5 million (1.8). Taxes totaled EUR -17.4 million (0.0) representing aneffective tax rate of 17%. The taxes in the income statement are lower thanaccording to currently valid tax rates, mainly because some deferred tax assetshave been recorded on tax losses from previous years. Earnings per share wereEUR 0.61 (-0.01).Financial position and cash flowThe financial position and liquidity remained good.Cash flow from operating activities in 2009 amounted to EUR 287.8 million(90.2). Cash flow after investments was EUR 202.2 million (2.7). Cash flowincreased due to higher EBITDA, effective working capital management and smallergross capital expenditure. The cash flow effect of expansion and improvementinvestments was EUR -54.0 million (-124.4). Cash flow from acquisitions was EUR-3.7 million (-180.8). The share of working capital of revenue was 14.5%(14.9%). Kemira Oyj's shareholders were paid EUR 30.3 million (60.6) individends.At the end of 2009, the Group's net debt stood at EUR 675.6 million (EUR1,049.1 million). Net debt declined due to stronger cash flow (effectapproximately EUR 202 million) and the rights offering arranged in the fourthquarter (effect approximately EUR 196 million). Currency exchange ratefluctuations reduced net debt by approximately EUR 3 million.At year end, interest-bearing liabilities stood at EUR 950.2 million (1,168.5).Fixed-rate loans accounted for 70% of total interest-bearing liabilities (47%).The average interest rate on the Group's interest-bearing liabilities was 4.6%(5.6%). The duration of the Group's interest-bearing loan portfolio was 19months (December 31, 2008: 17 months).The unused amount of the EUR 750 million revolving credit facility that fallsdue in 2012 was EUR 548.7 million at the end of December. Short-term liabilitiesmaturing in the next 12 months amounted to EUR 437.6 million at year end, withcommercial papers issued on the Finnish markets representing EUR 125.4 millionand repayments of long-term loans representing EUR 299.1 million. Cash and cashequivalents totaled EUR 274.6 million on December 31, 2009. Based on its currentstructure, it is expected that the Group will not encounter any significantrefinancing needs in 2010, since the current loan arrangements cover itsfinancing needs. The terms of the revolving credit facility and other majorbilateral loan arrangements require that the Group's equity ratio must be morethan 25%.At the end of the year, the equity ratio stood at 45% (December 31, 2008: 34%),while gearing was 53% (December 31, 2008: 107%). Kemira's gearing target is40-80%. The net impact of the rights offering on shareholders' equity wasapproximately EUR 196 million and the net impact of currencies approximately EUR28 million. Shareholder's equity declined by EUR 30.3 million due to thedividends paid out after the Annual General Meeting in April.The Group's net financial expenses were EUR 49.8 million (69.5). The decrease innet financial expenses can be attributed to smaller liabilities and a lowermarket interest level compared to 2008. Currency exchange rate losses decreasedby EUR 7 million.In January 2010, Tikkurila Oy signed a 6 year TyEL repayment plan for EUR 40million.The Group's most significant transaction currency risk arises from the U.S.dollar, mainly as a result of U.S. dollar denominated exports from the euro areato overseas. At the end of the year, the U.S. dollar denominated 12-monthexchange rate risk had an equivalent value of approximately EUR 38 million. Onaverage, 34% of this transaction exposure was hedged. In addition, Kemira isexposed to smaller transaction risks in relation to the Canadian dollar and theSwedish krona with the annual exposure in both of these currencies beingapproximately EUR 15 million.Because Kemira's consolidated financial statements are compiled in euros, Kemirais also subject to currency translation risk to the extent that the incomestatement and balance sheet items of subsidiaries located outside Finland arereported in some other currency than the euro. Kemira's main equity itemsdenominated in foreign currencies are in Swedish krona, US dollar, Brazilianreal, Polish zloty, Canadian dollar and Russian ruble. A weakening of the abovementioned currencies against the euro would decrease Kemira's revenue andoperating profit through a translation risk.A more detailed report on the Group's financial risks and their management ispublished in the notes to the 2009 financial statements.Capital expenditureGross capital expenditure in 2009, excluding acquisitions, amounted to EUR 82.2million (161.0). The largest investments were the Kemira-Tiancheng Chemicalsjoint venture (EUR 11.1 million), the reorganization of Tikkurila's productionsite in Saint Petersburg, Russia (EUR 3.4 million) and a new coagulantproduction line in France (EUR 3.2 million). Expansion investments representedaround 34% of capital expenditure excluding acquisitions, improvementinvestments around 32%, and maintenance investments around 34%.The Group's depreciation, non-recurring impairment and reversals of impairmentswere EUR 116.3 million (169.4). The figure includes non-recurring impairment ofEUR 5.7 million (38.6) and reversals of impairments of EUR 8.9 million (0.0).Cash flow from the sale of assets was EUR 2.4 million (254.3). Cash flow fromacquisitions was EUR -3.7 million (-180.8). The Group's net capital expendituretotaled EUR 85.6 million (87.5).Research and developmentResearch and development expenditure totaled EUR 47.0 million, accounting for2.0% of all operating expenses. Research and development expenditure in 2008 wasEUR 71.1 million, accounting for 2.5% of all operating expenses, and in 2007 EUR65.9 million, accounting for 2.4% of all operating expenses. The amount ofdevelopment costs recorded in balance sheet in the financial year was EUR 2.1million (2008: 1.8; 2007: 3.3).At the end of the year, the Group employed 452 persons (December 31, 2008: 520)in R&D in 10 countries (2008: 10). 58% (2008: 62%) of the R&D personnel workedin Finland.In 2009 the focus of research and development moved to organic growth. The aimis to develop products, concepts and business models that help customers improvethe efficiency of their water-intensive operations. In addition to Kemira's ownwater expertise, development of such solutions also requires cooperation withequipment manufacturers and companies that supply automation and regulationsystems.More synergy benefits are sought through cooperation between the different partsof the organization within Kemira which also affects R&D operations. The R&Dnetwork focuses on developing and commercializing new innovative technologiesand products to meet the needs of global and local customers in all customersegments. Products and solutions are offered for drinking and waste watertreatment, and for pulp and paper, oil and mining and other water intensivecustomer industries.In September 2009, Kemira opened its North American research and developmentcenter located at Technology Enterprise Park on the campus of the GeorgiaInstitute of Technology in Atlanta. The Atlanta facility will have globalresponsibility in Kemira's R&D network for paper tissue and recycled fiberresearch, oil and mining research, as well as defomer and polymer chemistryresearch. Kemira's other R&D centers are located in Espoo, Finland; Leverkusen,Germany and Shanghai, China. A fifth center will be established in S?Paulo,Brazil during 2010.Human resourcesThe number of Group employees at the end of 2009 was 8,493 (December31, 2008: 9,405; December 31, 2007: 10,007). The average number of personnel in2009 was 8,843 (2008: 9,954; 2007: 10,008). The cost savings program launched in2008 continued in 2009 and the personnel was decreased in Finland, Sweden, USA,China, Germany and France. The individuals who lost their job were supported inaccordance with good local practices.At the end of the year, the Group employed 1,829 persons in Finland (December31, 2008: 2,137), 4,615 persons elsewhere in EMEA (4,940), 1,298 in NorthAmerica (1,420), 405 in South America (425) and 346 in Asia Pacific (483). ThePaper segment employed 1,577 persons, Municipal & Industrial 1,193, Oil & Mining460, Tikkurila 3,538 and the segment Other 257 persons. A total of 1,468 personsworked for Kemira functions and joint operations.Total salaries and wages paid in 2009 were EUR 310.6 million (2008:354.6; 2007: 360.4). Kemira's reward system is based on performance, theprinciples of internal fairness and external competitiveness. Consistent jobevaluation helps ensure compliance with these principles. Basic pay issupplemented by performance-based bonus schemes, which cover a large share ofGroup employees.Kemira conducted a personnel survey in May-June. The objective of the survey wasto assess personnel satisfaction and commitment and identify the organization'sstrengths and development areas. The response rate of 87% is very high, which isa positive sign of the personnel's willingness to express their views on Kemiraas a workplace. The overall results for Kemira fell somewhat compared to theprevious personnel survey in 2007. The survey showed that people found theirwork challenging and interesting, and felt joy of work. The main organizationalstrengths were seen in the areas of management and leadership; especially in thefields of availability, trust, recognition and competence. According to thesurvey, further development was needed in communicating Kemira's strategy,objectives and structure. The annual Group-wide personnel survey offers animportant channel for personnel participation and serves as a valuablemanagement tool.The Kemira Code of Conduct specifies Group principles governing equality.Accordingly, Kemira treats all people equally in recruitment and provides equalworking conditions irrespective of race, gender, religious beliefs, politicalopinions and national and social origin. Kemira aims to achieve equal numbers ofapplications for vacancies by women and men, equal opportunities for competencedevelopment and career progression, equal placement on various organizationallevels, equal pay for equal work and equality in other employment terms andconditions. At the end of 2009, men represented 68% (2008 and 2007: 71%) ofKemira's employees and women 32% (2008 and 2007: 29%).Environment and safetyChemical products, their use, applications and manufacturing are governed bynumerous international agreements, as well as regional and national legislationall over the world. In its financial statements, the Group treats itsenvironmental liabilities and risks in accordance with IFRS. The Kemira Code ofConduct contains up-to-date environmental and health and safety guidelines,compliance with law setting the minimum requirement. The company performsregular internal and external audits to improve environmental and safetyperformance. No material non-compliance conditions with respect to environmentaland safety permits have been brought to the management's attention.In 2009, capital expenditure on environmental protection at company sitestotaled EUR 2.4 million (EUR 7.2 million) and operating costs EUR 14.8 million(EUR 30.0 million). The change was mainly due to the full effect of transferringthe titanium dioxide business to a joint venture, and decreased productioncaused by the economic crisis and cost cutting. No major environmentalinvestment projects are in progress or are being planned.Provisions for environmental remediation measures of EUR 21.1 million (EUR 19.4million) were mainly related to a landfill closure in Pori, Finland, and asediment remediation project in Vaasa, Finland, with both re-conditioning workstarting in 2009. In addition a demolition project of old factory buildingsbegan in Helsingborg, Sweden. There were no acquisitions and divestments thataltered the Group's overall environmental liabilities significantly. Noenvironmental liability cases related to previous operations, which would have asignificant effect on Kemira's financial position, have been brought to themanagement's attention.The implementation of the new EU chemicals regulation (REACH) progressed asplanned and the so-called preregistration was completed. Kemira made around3,000 preregistrations for just over 400 manufactured and/or importedsubstances. None of the substances which are candidates for authorization areused in Kemira's products. However, acrylamide has been proposed to thecandidate list and the representatives of the industry have together taken theissue to the General Court of European Union. Kemira manufactures acrylamidemainly as a raw material for non-toxic polymers. The implementation of REACH isnot expected to have major effects on the Group's competitiveness, even thoughthe registration costs are expected to accumulate over the next few years.The frequency of occupational incidents (LTA1) decreased significantly from theprevious year, to 3.5 incidents per million working hours (4.4), which is thebest result the Group has achieved thus far. There was one incident, whichregrettably resulted in permanent injuries for one employee. There were nosignificant process accidents in 2009. Two truck transportation accidentshappened, but environmental damage and personal injuries were avoided.Kemira publishes an annual Environmental Report verified by a third party. Thereport is prepared in accordance with IFRS and the guidelines issued by theEuropean Chemical Industry Council (CEFIC). For example, the report deals withemissions and effluents, waste, environmental costs, safety and product safetyas well as the use of natural resources.SegmentsPaperWe offer chemical products and integrated systems that help customers in thewater-intensive pulp and paper industry to improve their profitability as wellas their water, raw material and energy efficiency. Our solutions supportsustainable development.+------------------------------------+----------+----------+---------+---------+|EUR million |10-12/2009|10-12/2008|1-12/2009|1-12/2008|+------------------------------------+----------+----------+---------+---------+|Revenue | 229.6| 246.8| 906.4| 1,003.3|+------------------------------------+----------+----------+---------+---------+|EBITDA | 19.4| 2.6| 87.0| 69.4|+------------------------------------+----------+----------+---------+---------+|EBITDA % | 8.4| 1.1| 9.6| 6.9|+------------------------------------+----------+----------+---------+---------+|Operating profit excluding | | | | ||non-recurring items | 14.6| 9.8| 44.9| 41.5|+------------------------------------+----------+----------+---------+---------+|Operating profit | 9.8| -33.5| 40.1| -2.6|+------------------------------------+----------+----------+---------+---------+|Operating profit excluding | | | | ||non-recurring items, % | 6.4| 4.0| 5.0| 4.1|+------------------------------------+----------+----------+---------+---------+|Operating profit, % | 4.3| -13.6| 4.4| -0.3|+------------------------------------+----------+----------+---------+---------+|Capital employed* | 782.6| 826.7| 782.6| 826.7|+------------------------------------+----------+----------+---------+---------+|ROCE, %* | 5.1| -0.3| 5.1| -0.3|+------------------------------------+----------+----------+---------+---------+|Capital expenditure, excluding | | | | ||acquisitions | 13.3| 10.6| 37.8| 51.7|+------------------------------------+----------+----------+---------+---------+|Cash flow after investments, | | | | ||excluding interest and taxes | 18.8| -12.4| 75.6| 15.5|+------------------------------------+----------+----------+---------+---------+*12-month rolling averageOctober-DecemberThe Paper segment's revenue in October-December 2009 declined by 7% to EUR229.6 million (246.8) as demand in the paper industry weakened from thecorresponding quarter in 2008. Strong demand and a considerable price increasein pulp enabled restarting pulp mills that had been shut down for severalmonths, which increased the demand for pulp chemicals. The currency exchangeeffect had a EUR 7 million negative impact on revenue. In October-December,revenue was cumulatively reclassified between segments based on customerassignments, which decreased the revenue of the Paper segment by about EUR 1million.Operating profit excluding non-recurring items for October-December was EUR14.6 million (9.8). The operating profit margin rose to 6.4% from 4.0% last year(excluding non-recurring items). Lower fixed and variable costs compensated forthe decline in sales volumes. Variable costs decreased by about EUR 11 millionin October-December 2009 compared to the corresponding period in 2008.Year 2009The Paper segment's revenue in 2009 declined by 10% to EUR 906.4 million(1,003.3) as demand in customer industries decreased markedly. The currencyexchange effect had an approximately EUR 4 million negative impact on revenue.Reclassification of customer assignments between segments decreased revenue byabout EUR 1 million in 2009.The consumption of paper used in magazines and newspapers and the number ofprinted advertising material have fallen, particularly in the traditionalmarkets in Europe and North America. Management estimated that demand hasdecreased by 10-25% depending on the paper grade. To adapt production to weakerdemand, the Paper segment's customers in the paper industry have cut back andshut down capacity, and cleared stocks. The demand for packaging boards has alsoweakened, although Asia and Eastern Europe showed signs of recovery in demand inthe second half of the year. The high utilization rate of pulp mills in thesecond half of the year was visible as a pick-up in pulp chemical demand.Operating profit excluding non-recurring items was EUR 44.9 million (41.5). Theoperating profit margin rose to 5.0% from 4.1% a year earlier (excludingnon-recurring items). Higher average prices and lower fixed and variable costscompensated for the decline in sales volumes. Variable costs decreased by aboutEUR 6 million compared to 2008.At the beginning of the year, Kemira and the Chinese company Tiancheng Ltd. setup a joint venture, Kemira-Tiancheng Chemicals (Yanzhou) Co., Ltd., to produceAKD wax, and adhesives derived from its wax, for the paper and board industry.The company's operations have started as planned, and the company's home marketin China shows healthy demand for the products.Kemira has been taking measures for over a period of several years to adjust itspaper and pulp chemicals business to the increasingly challenging market. Inaddition to temporary production shut-downs, AKD wax production in Vaasa,Finland was shut down in March 2009. Over the last few years, six North Americanproduction facilities have been closed.Municipal & IndustrialWe offer water treatment chemicals for municipalities and industrial customers.Our strengths are high-level application know-how, a comprehensive range ofwater treatment chemicals, and reliable customer deliveries.+------------------------------------+----------+----------+---------+---------+|EUR million |10-12/2009|10-12/2008|1-12/2009|1-12/2008|+------------------------------------+----------+----------+---------+---------+|Revenue | 140.6| 147.0| 607.5| 583.7|+------------------------------------+----------+----------+---------+---------+|EBITDA | 17.7| 4.7| 91.7| 41.0|+------------------------------------+----------+----------+---------+---------+|EBITDA % | 12.6| 3.2| 15.1| 7.0|+------------------------------------+----------+----------+---------+---------+|Operating profit excluding | | | | ||non-recurring items | 12.9| 6.9| 66.4| 25.0|+------------------------------------+----------+----------+---------+---------+|Operating profit | 6.3| -13.3| 59.8| 5.3|+------------------------------------+----------+----------+---------+---------+|Operating profit excluding | | | | ||non-recurring items, % | 9.2| 4.7| 10.9| 4.3|+------------------------------------+----------+----------+---------+---------+|Operating profit, % | 4.5| -9.0| 9.8| 0.9|+------------------------------------+----------+----------+---------+---------+|Capital employed* | 349.4| 342.7| 349.4| 342.7|+------------------------------------+----------+----------+---------+---------+|ROCE, %* | 17.1| 1.6| 17.1| 1.6|+------------------------------------+----------+----------+---------+---------+|Capital expenditure, excluding | | | | ||acquisitions | 11.8| 6.7| 21.0| 29.7|+------------------------------------+----------+----------+---------+---------+|Cash flow after investments, | | | | ||excluding interest and taxes | 9.4| -3.3| 93.5| -13.8|+------------------------------------+----------+----------+---------+---------+*12-month rolling averageOctober-DecemberThe Municipal & Industrial segment's (formerly Water segment) revenue decreased4% in October-December 2009 to EUR 140.6 million (147.0) from the same period ayear earlier. In October-December, revenue was cumulatively reclassified betweensegments based on customer assignments, which decreased the revenue of theMunicipal & Industrial segment by about EUR 8 million. The comparable revenuerose by 1% in the fourth quarter. The total delivery volumes rose slightlycompared to the previous year although demand remained at a low level asutilization rates have fallen in certain customer industries. The currencyexchange effect had an approximately EUR 7 million negative impact on revenue.Acquisitions had an approximately EUR 2 million positive impact on revenue.Operating profit excluding non-recurring items rose 87% to EUR 12.9 million(6.9), despite a drop in average sales prices. The operating profit margin roseto 9.2% from 4.7% last year (excluding non-recurring items). Variable costsdecreased by about EUR 10 million in October-December 2009 compared to thecorresponding period in 2008.Year 2009The Municipal & Industrial segment's revenue in 2009 was EUR 607.5 million(583.7). Reclassification of customer assignments between segments decreasedrevenue by about EUR 8 million in 2009. Comparable revenue increased by 5% from2008. Acquisitions had an approximately EUR 22 million positive impact onrevenue while divestments had an approximately EUR 3 million negative effect onrevenue. The currency exchange effect decreased revenue by about EUR 7 million.Overall steady demand continued in the municipal water treatment businessdespite a decrease in delivery volumes in certain market areas. In theindustrial water treatment business, demand decreased in some customerindustries due to lower capacity utilization rates, but in other industries,such as the food industry and power production, demand for water treatmentchemicals was stable. Total delivery volumes were lower than in 2008, but priceswere higher on average.Operating profit excluding non-recurring items was EUR 66.4 million (25.0). Theoperating profit margin rose to 10.9% from 4.3% in 2008 (excluding non-recurringitems). Operating profit was boosted by higher sales prices compared to 2008,particularly in the first half of the year, and by lower variable and fixedcosts. Variable costs decreased by approximately EUR 26 million from 2008. Therewas a shortage of many recycled industrial raw materials during the first halfof the year in particular, which increased variable and fixed costs asproduction had to use other raw materials. Acquisitions had an approximately EUR5 million positive impact on operating profit.In September, Kemira and Akzo Nobel agreed that Kemira will take over AkzoNobel's water treatment iron coagulant business in Scandinavia (Sweden, Norwayand Denmark). The business deal did not involve any transfer of personnel orproduction facilities.Kemira has revised its strategy in Asia, especially in China, and divested itscoagulation chemicals unit during the year. In September 2008, Kemira announcedits intention to acquire a water chemical company operating in the Shandongprovince in China, but the deal fell through and will no longer be completed.The segment was renamed Municipal & Industrial in September. The name replacedthe previous name "Water". The new name describes the segment's customer base,which ranges from small municipalities to big cities and various industries.Oil & MiningWe offer a large selection of innovative chemical extraction and processsolutions for the oil and mining industries, where water plays a central role.Utilizing our expertise, we enable our customers to improve efficiency andproductivity.+------------------------------------+----------+----------+---------+---------+|EUR million |10-12/2009|10-12/2008|1-12/2009|1-12/2008|+------------------------------------+----------+----------+---------+---------+|Revenue | 69.4| 66.6| 235.0| 275.4|+------------------------------------+----------+----------+---------+---------+|EBITDA | 8.0| -2.1| 23.6| 15.3|+------------------------------------+----------+----------+---------+---------+|EBITDA % | 11.5| -3.2| 10.1| 5.6|+------------------------------------+----------+----------+---------+---------+|Operating profit excluding | | | | ||non-recurring items | 5.5| 0.6| 14.2| 8.4|+------------------------------------+----------+----------+---------+---------+|Operating profit | 11.2| -7.7| 19.9| 1.9|+------------------------------------+----------+----------+---------+---------+|Operating profit excluding | | | | ||non-recurring items, % | 7.9| 0.9| 6.0| 3.1|+------------------------------------+----------+----------+---------+---------+|Operating profit, % | 16.1| -11.6| 8.5| 0.7|+------------------------------------+----------+----------+---------+---------+|Capital employed* | 148.9| 160.4| 148.9| 160.4|+------------------------------------+----------+----------+---------+---------+|ROCE, %* | 13.4| 1.2| 13.4| 1.2|+------------------------------------+----------+----------+---------+---------+|Capital expenditure, excluding | | | | ||acquisitions | 2.0| 1.3| 4.7| 8.8|+------------------------------------+----------+----------+---------+---------+|Cash flow after investments, | | | | ||excluding interest and taxes | 7.6| -2.5| 20.8| 14.3|+------------------------------------+----------+----------+---------+---------+*12-month rolling averageOctober-DecemberThe Oil & Mining segment's revenue in October-December 2009 rose by 4% to EUR69.4 million (66.6). In October-December, revenue was cumulatively reclassifiedbetween segments based on customer assignments, which increased the revenue ofthe Oil & Mining segment by about EUR 9 million. The comparable revenuedecreased by 10% in the fourth quarter. Demand remained at a low level anddelivery volumes decreased from the corresponding period in 2008. The chemicalsdemand in oil and gas industries recovered slightly towards year end as oil andgas prices rose. In the mining industry, the demand for chemicals by metalindustry customers started to strengthen at the end of the year as metal demandand prices rose. The currency exchange effect had an approximately EUR 4 millionnegative impact on revenue.Operating profit excluding non-recurring items for October-December was EUR 5.5million (0.6). The operating profit margin rose to 7.9% from 0.9% last year(excluding non-recurring items). The decrease in sales volume was compensated byan approximately EUR 7 million drop in variable costs.Year 2009The Oil & Mining segment's revenue in 2009 fell by 15% to EUR 235.0 million(275.4). The decline was result of weaker demand, particularly in the miningindustry. The currency exchange effect had an approximately EUR 6 millionpositive impact on revenue. Reclassification of customer assignments betweensegments increased revenue by about EUR 9 million.In the oil and gas industry, chemical demand was weak as a consequence of cutsin exploration, drilling and production services. In the mining industry,customer demand and prices were also low due to the economic recession. Signs ofrecovery were visible in oil and gas industry in the last quarter as the pricesfor oil and gas rose. In the mining industry, the demand for chemicals by metalindustry customers started to strengthen towards year end as metal demand andprices rose.Operating profit excluding non-recurring items for was EUR 14.2 million (8.4).The operating profit margin rose to 6.0% from 3.1% last year (excludingnon-recurring items). The decrease in sales volumes was compensated by lowervariable costs that decreased by about EUR 19 million from the previous year.Oil & Mining segment is based on Kemira's water competence and water treatmentproduct range. Its strategy is to focus on extraction and process solutions foroil and mining industries where water quality and quantity management plays acentral role for the customers. Oil & Mining implements its strategy byleveraging Kemira's global presence, production footprint as well as researchand development network.TikkurilaOur product range consists of decorative paints and coatings for the wood andmetal industries. We provide consumers, professional painters and industrialcustomers with branded products and expert services in approximately 40countries.+------------------------------------+----------+----------+---------+---------+|EUR million |10-12/2009|10-12/2008|1-12/2009|1-12/2008|+------------------------------------+----------+----------+---------+---------+|Revenue | 98.5| 103.5| 530.2| 648.1|+------------------------------------+----------+----------+---------+---------+|EBITDA | 0.0| -7.9| 66.5| 78.2|+------------------------------------+----------+----------+---------+---------+|EBITDA % | 0.0| -7.6| 12.5| 12.1|+------------------------------------+----------+----------+---------+---------+|Operating profit excluding | | | | ||non-recurring items | -4.7| -12.6| 50.1| 59.2|+------------------------------------+----------+----------+---------+---------+|Operating profit | -4.7| -12.6| 47.7| 59.2|+------------------------------------+----------+----------+---------+---------+|Operating profit excluding | | | | ||non-recurring items, % | -4.8| -12.2| 9.5| 9.1|+------------------------------------+----------+----------+---------+---------+|Operating profit, % | -4.8| -12.2| 9.0| 9.1|+------------------------------------+----------+----------+---------+---------+|Capital employed* | 304.0| 323.6| 304.0| 323.6|+------------------------------------+----------+----------+---------+---------+|ROCE, %* | 15.7| 18.3| 15.7| 18.3|+------------------------------------+----------+----------+---------+---------+|Capital expenditure, excluding | | | | ||acquisitions | 2.5| 14.2| 13.5| 32.1|+------------------------------------+----------+----------+---------+---------+|Cash flow after investments, | | | | ||excluding interest and taxes | 8.9| -3.8| 61.4| 52.2|+------------------------------------+----------+----------+---------+---------+*12-month rolling averageOctober-DecemberTikkurila's revenue in October-December decreased by 5% and totaled EUR 98.5million (103.5). The currency exchange effect had an approximately EUR 5 millionnegative impact on revenue. Acquisitions increased revenue by about EUR 2million.Operating profit excluding non-recurring items for October-December was EUR -4.7million (-12.6). An increase in average selling prices and a decrease in thecost base compensated for lower sales volumes. Variable costs decreased by aboutEUR 2 million compared to the corresponding period in 2008, and also fixed costsdecreased. The currency exchange effect had an approximately EUR 2 millionpositive impact on operating profit.Year 2009Tikkurila's revenue in 2009 decreased by 18% to EUR 530.2 million (648.1). Thedecrease is associated with the general economic recession, which caused aslowdown in both new construction and the sales of building materials andresulted in more sluggish housing sales in all key markets. The currencyexchange effect had an approximately EUR 70 million negative impact on revenue,in particular due to weakening of the Russian ruble, the Swedish krona and thePolish zloty. Acquisitions increased revenue by about EUR 9 million.Operating profit excluding non-recurring items was EUR 50.1 million (59.2). Theoperating profit margin rose to 9.5% from 9.1% in the previous year (excludingnon-recurring items). A decrease in sales volume decreased operating profit buton the other hand the average price of sold products increased from 2008.Variable costs increased by about EUR 17 million, but fixed costs decreased. Thecurrency exchange effect had an approximately EUR 5 million negative impact onoperating profit.Erkki J?inen took over the position as the President and CEO of Tikkurila Oyon January 1, 2009. Before taking over the post at Tikkurila, J?inen worked asPresident and CEO of Rautakirja Corporation, which belongs to Sanoma Oyj.A new Board of Directors was appointed for Tikkurila in January. Harri Kerminen,President and CEO of Kemira Oyj, was reappointed as the Chairman of the Boardand Jari Paasikivi and Petteri Walld?as members. New members that wereappointed were Eeva Ahdekivi, Ove Mattsson and Pia Rudengren.In January, Tikkurila announced a savings program in order to secure its futurecompetitiveness. The aim is to save EUR 25 million annually. On April 15, 2009the co-determination negotiations were finished in Finland. The savings programresulted in a personnel reduction of 163 employees in Finland. Implementation ofthe savings program progressed according to plan in other operating countries aswell. In connection with Tikkurila's savings program, EUR 2.4 million innon-recurring costs was recognized in the second quarter of 2009.The operations of the logistics and service center in Mytishchi near Moscow,which came on stream in February, have started out well. The center houses allof Tikkurila's decorative paints and industrial paints operations in the Moscowregion and features facilities for customer training. The center will furtherimprove Tikkurila's customer services in Moscow and the surrounding area.In May, Tikkurila purchased the remaining 30% of the shares in StPetersburg-based industrial coatings companies from the founders and previousmanagement of the companies. OOO Gamma Industrial Coatings manufactures metalindustry coatings and OOO Tikkurila Powder Coatings manufactures powdercoatings. After the deal, Tikkurila owns 100% of both companies.In August, Tikkurila announced its intentions to acquire the 50% stake of theSlovenian JUB coatings company in the trading company Tikkurila JUB Romania SRL.Ownership was transferred on September 1, 2009, with 100% ownership now byTikkurila. The name of the company was changed to Tikkurila SRL. Tikkurila JUBRomania SRL was established in May 2008 for marketing, selling and distributingTikkurila's and JUB's decorative paints in Romania. In addition to decorativepaints, the service concept of Tikkurila SRL will also include Tikkurila'sindustrial coatings. With an office and warehouse in Bucharest, the companyemploys around 10 people.The key elements of Tikkurila's strategy are customer focus, profitable growth,geographic focus, strong brands, and one unified Tikkurila. To improve customerservices and efficiency, Tikkurila changed its organization as of December31, 2009 to reflect the geographic division. The four new strategic businessunits are East, Finland, Scandinavia and Central Eastern Europe.In 2008, Kemira announced a plan to separate Tikkurila and list Tikkurila'sshares on NASDAQ OMX Helsinki Ltd in early 2009. The aim of separating Tikkurilais to increase the shareholder value for Kemira's shareholders. Kemira isfocusing on water chemistry. As the capital, debt and paints markets weakened,Kemira decided in February 2009 to postpone the listing. The Board of Directorsof Kemira proposes to the Annual General Meeting that 86% of the shares ofTikkurila be distributed as dividend to Kemira's shareholders. Tikkurila intendsto seek listing of its shares on NASDAQ OMX Helsinki Ltd as from the end ofMarch, 2010. Kemira does not intend to raise cash proceeds for Kemira nor issuenew shares of Tikkurila in connection with Tikkurila's separation. Kemira willretain a 14% minority holding in Tikkurila.OtherThe Other segment consists of specialty chemicals such as organic salts andacids and the Group expenses not charged to the segments (some research anddevelopment costs and the costs of CEO Office).The demand and price level of specialty chemicals was good. Products aredelivered for instance to the food industry, feed industry and pharmaceuticalindustry.Parent company's financial performanceThe revenue of the parent company was EUR 296.9 million (285.3). Operatingprofit was EUR 14.1 million (37.9). The parent company bears the cost of Groupmanagement and administration as well as a portion of research costs.The parent company's net financial expenses came to EUR 14.9 million (16.9). Netprofit totaled EUR 23.2 million (54.7). Capital expenditure totaled EUR 12.6million (EUR 192.5 million, including the formation of the titanium dioxidejoint venture), excluding investments in subsidiaries.Kemira Oyj's shares and shareholdersOn December 31, 2009, Kemira Oyj's share capital amounted to EUR 221.8 millionand the number of shares was 155,342,557. Each share entitles to one vote at thegeneral meeting.At the end of 2009, Kemira Oyj had 26,495 registered shareholders (December31, 2008: 21,333). Foreign shareholders held 10.9% of the shares (12.8%),including nominee registered holdings. Households owned 15.5% of the shares(12.4%).At the year-end, Kemira held 3,854,711 treasury shares (3,854,465), representing2.5% (3.1%) of all company shares. A total of 306 shares granted as share-basedincentives were returned to Kemira during the year in accordance with the termsof the incentive plan as employment ended.Kemira Oyj's share closed at EUR 10.39 at the NASDAQ OMX Helsinki Ltd at the endof 2009 (2008: 5.40. Due to the rights offering, NASDAQ OMX Helsinki hasadjusted the historical prices prior to November 24, 2009 with the followingcalculation formula: old price / 1.1). The share price rose 92% during the yearwhile OMX Helsinki Cap index rose 36%. Shares registered a high of EUR 11.63(EUR 13.43) and a low of EUR 3.87 (EUR 4.93). The average share price was EUR7.64 (7.91). The company's market capitalization, excluding treasury shares, wasEUR 1,574 million at the year-end (720 million).In 2009, Kemira Oyj's share trading volume on NASDAQ OMX Helsinki Ltd totaled77.2 million (117.4 million) and was valued at EUR 634.2 million (EUR 1,028.4million). This represents 62% of the share capital. The average daily tradingvolume was 307,657 (464,022) shares.Rights offeringOn November 23, 2009, the Board of Directors decided on a rights offering basedon an authorization given by the Extraordinary General Meeting on the same day.Kemira's shareholders were able to subscribe for one new share for every fourshares held on the record date on November 26, 2009. The subscription price wasEUR 6.60 per share and the subscription period was between December 1 and18, 2009. As a result of the rights offering Kemira's total number of sharesrose to 155,342,557 shares. The shares subscribed for in the rights offeringentitle to any possible dividends and profit distribution and generate all othershareholder rights.Trading with temporary shares corresponding with the shares subscribed for withthe subscription rights began as its own series on December 21, 2009. Thetemporary shares were combined with Kemira shares on December 30, 2009 andtrading with the new shares commenced.Kemira raised net capital of approximately EUR 196 million from the rightsoffering. The proceeds of the rights offering are to support Kemira's growthstrategy and vision to be a leading water chemistry company, to enable theseparation and listing of Tikkurila and to strengthen Kemira's balance sheet.Share-based incentive plan for the strategic management boardIn February, Kemira Oyj's Board of Directors decided on a new share-basedincentive plan aimed at Strategic Management Board members. The plan is dividedinto three one-year performance periods: 2009, 2010 and 2011. Payment depends onthe achievement of the set operating profit targets. The program also includes athree-year goal, which is tied to the development of operating profit as apercentage of revenue by the end of 2011. Any payments will be paid as acombination of Kemira shares and cash payments covering the payable taxes, inaccordance with the achievement of set goals. The combined value of shares andcash payments paid out in the course of the three-year share-based incentiveplan may not exceed the individual's gross salary for the same period. Sharestransferable under the plan comprise treasury shares or Kemira Oyj sharesavailable in public trading.In addition to the new share-based incentive plan aimed at Strategic ManagementBoard members, Kemira has a share-based incentive plan for key personnel, fromwhich the members of the Strategic Management Board were excluded when the newplan was introduced. The share-based incentive plans aim at aligning the goalsof the Group's shareholders and key personnel in order to increase the Company'svalue, motivate key personnel and provide them with competitive,shareholding-based incentives.AGM and EGM decisionsAnnual General MeetingKemira Oyj's Annual General Meeting, held on April 8, 2009, confirmed a dividendof EUR 0.25 per share for 2008. The dividend was paid out on April 22, 2009.The AGM decided that Article 13 of the current Articles of Association beamended to read as follows: "Notices to the general meeting of shareholders andother communications to the shareholders shall be communicated by the Board ofDirectors by publishing an announcement in at least two nationwide newspapers,determined by the Board of Directors, no earlier than two months and no laterthan 21 days before the general meeting of shareholders."The Annual General Meeting authorized the Board of Directors to decide upon therepurchase of a maximum of 2,395,229 treasury shares ("Share repurchasesauthorization"). Shares will be repurchased by using unrestricted equity eitherthrough a direct offer with equal terms to all shareholder at a price determinedby the Board of Directors or otherwise than in proportion to the existingshareholdings of the Company's shareholders in public trading on the NASDAQ OMXHelsinki Ltd ("Stock Exchange") at the market price quoted at the time of therepurchase. Shares shall be acquired and paid for in accordance with the Rulesof Stock Exchange and Euroclear Finland Ltd. Shares may be repurchased to beused in implementing or financing mergers and acquisitions, developing theCompany's capital structure, improving the liquidity of the Company's shares orimplementing the Company's share-based incentive plans. In order to realize theaforementioned purposes the shares acquired may be retained, transferred furtheror cancelled by the Company. The Board of Directors will decide upon other termsrelated to share repurchase. The Share repurchase authorization is valid untilthe end of the next Annual General Meeting. The authorization has not beenexercised.The Annual General Meeting authorized the Board of Directors to decide to issuea maximum of 12,500,000 new shares and transfer a maximum of 6,250,000 treasuryshares held by the Company ("Share issue authorization"). The new shares may beissued and the Company's own shares held by the Company may be transferredeither against payment or, as part of the implementation of the Company'sshare-based incentive plans, without payment. Said new shares may be issued andsaid Company's own shares held by the Company may be transferred to theCompany's shareholders in proportion to their current shareholdings in theCompany, or through a directed share issue if the Company has a weightyfinancial reason to do so, such as financing or implementing mergers andacquisitions, developing its capital structure, improving the liquidity of theCompany's shares or if this is justified for the purpose of implementing theCompany's share-based incentive plans. The directed share issue may be carriedout without payment only in connection with the implementation of the Company'sshare-based incentive plan. The subscription price of new shares shall berecognized under unrestricted equity capital fund. The consideration payable forCompany's own shares shall be recognized under unrestricted equity capital fund.The Board of Directors will decide upon other terms related to share issue. TheShare issue authorization is valid until the end of the next Annual GeneralMeeting. The authorization has not been exercised.The AGM elected KPMG Oy Ab to serve as the Company's auditor, with Pekka Pajamo,Authorized Public Accountant, acting as the principal auditor.Extraordinary General MeetingThe Extraordinary General Meeting held on November 23, 2009 authorized the Boardof Directors to decide
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