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2007-10-05 07:01:02 CEST 2007-10-05 07:01:02 CEST REGLAMENTUOJAMA INFORMACIJA Kemira GrowHow Oyj - Notice to convene extr.general meetingKemira GrowHow Oyj Notice of Extraordinary General Meeting of ShareholdersNotice is given to the shareholders of Kemira GrowHow Oyj of the Extraordinary General Meeting of Shareholders to be held on Monday, October 22, 2007 at 2:00 p.m. at Radisson SAS Seaside Hotel, Ruoholahdenranta 3, Helsinki, Finland. Registration of the persons who have given prior notice of attendance and distribution of voting tickets will commence at 1:00 p.m. Coffee will be served after the Meeting. The Meeting will resolve on the following matters: 1. Amendment of the Articles of Association The Board of Directors has decided to propose to the Extraordinary General Meeting of Shareholders based on the proposal of Yara Nederland BV, that the Extraordinary General Meeting of Shareholders amend the following articles of the Articles of Association as follows: 7 §"The Board of Directors, which is elected by the General Meeting of Shareholders, shall be composed of three members. The General Meeting of Shareholders shall elect one member as a chairman. The term of office of the members of the Board of Directors ends at the conclusion of the next Annual General Meeting of Shareholders following their election. A person who has reached the age of 68 may not be elected as a member of the Board of Directors." 18 § subparagraph 7"the remuneration to be paid to the chairman and members the Board of Directors, as well as the auditors' fees." 18 § subparagraph 8"the number of the Company auditors." 18 § subparagraph 9"the chairman of the Board of Directors and the other members of the Board of Directors in the manner specified in Article 7; as well as" 2. Resigning of the Board of Directors The current Board of Directors has informed that it will resign at the Extraordinary General Meeting of Shareholders on October 22, 2007. 3. Resolution on the Discharge from Liability of the Members of the Board of Directors Yara Nederland BV proposes to the Extraordinary General Meeting of Shareholders, that the current resigning Board of Directors will be discharged from liability regarding the current financial year. 4. Election of the Members of the Board of Directors Yara Nederland BV proposes to the Extraordinary General Meeting of Shareholders, that Thorleif Enger, Norwegian citizen and Chief Executive Officer of Yara International ASA to be elected as Chairman of the Board of Directors, Sven Ombudstvedt, Norwegian citizen and Chief Financial Officer of Yara International ASA to be elected as member of the Board of Directors and Ken Wallace, citizen of the United States of America and Chief Legal Counsel of Yara International ASA to be elected as member of the Board of Directors. 5. Documents for Review The proposal of the Board of Directors is available in its entirety on Kemira GrowHow's internet pages at www.kemira-growhow.com. The aforementioned proposal of the Board of Directors to amend the Articles of Association will be available for review by the shareholders as of Monday, October 15, 2007 at the Company's head office at Mechelininkatu 1a, Helsinki, Finland. As of the aforementioned date, the Company will send copy of this document to shareholders upon request. Right to Attend the Extraordinary General Meeting of Shareholders The right to attend the Extraordinary General Meeting of Shareholders is vested in a shareholder who is registered on Friday, October 12, 2007, being the record date, in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd. Prior Notice to Attend the Extraordinary General Meeting of Shareholders A shareholder who has the right to attend the Extraordinary General Meeting of Shareholders as set forth above and who wishes to attend the Extraordinary General Meeting of Shareholders must give prior notice of attendance to the Company by Wednesday, October 17, 2007 at 4:00 p.m. at the latest: - by letter to Kemira GrowHow Oyj, attn. Marjatta Aarnio, P.O. Box 900, 00181 Helsinki, Finland, or - by fax to +358 10 215 2126 (Kemira GrowHow Oyj, attn. Marjatta Aarnio), or - by telephone to +358 10 215 2560 (Marjatta Aarnio) at 9 a.m. - 11 a.m. and 1 p.m. - 3 p.m., or - through the internet pages at www.kemira-growhow.com. In case a shareholder gives prior notice of attendance to the Company by letter, such letter must be received by the Company before the expiration of the aforementioned period for notice of attendance. Possible proxies for representation of a shareholder at the meeting are requested to be delivered to the Company within the aforementioned period for notice of attendance. Referring to the Recommendation for corporate governance of listed companies (Corporate Governance) the Board of Directors acknowledges that Yara Nederland BV has acquired 30.05 % of the shares of the Company from the State of Finland on 24th May 2007 and that in addition to the aforementioned 30.05 % it has acquired approximately 67.4 % of the Company's shares through the mandatory tender offer which ended on 27 September 2007. Yara International ASA has received clearance from the European Commission on 21 September 2007 to acquire the Company's shares and thus upon completion of the mandatory public tender offer Yara Nederland BV owns approximately 97.45 % of shares and votes of the Company. Yara Nederland BV has announced that it will initiate redemption proceedings in accordance with the Chapter 18, Section 1 of the Finnish Companies Act for the remainder of the shares. Upon completion of the redemption proceedings Yara Nederland BV will own 100 % of the Company's shares. Based on the aforementioned Yara Nederland BV considers that it is justifiable to deviate from the following recommendations of the Recommendation for corporate governance of listed companies 1. Number of the Members of the Board of Directors According to the recommendation the Board of Directors shall consist of at least five members. Yara Nederland BV considers, taking into account its ownership in the Company and the fact that after the forthcoming redemption proceedings have been completed it will own 100% of the Company's shares, appropriate that the Board of Directors consists of three members only. 2. Independence of the Members of the Board of Directors Upon completion of the mandatory public tender offer on 9 October 2007 the Company will be subsidiary of Yara Nederland BV and thus it is appropriate that the Board of Directors consists of members of Yara's top management. Helsinki, 5 October 2007 Kemira GrowHow Oyj Board of Directors For additional information please contact: Ritva Sipilä IR Manager tel. +358 50 511 4046 Distribution: Helsinki Stock Exchange Media Kemira GrowHow Oyj is one of the leading producers of fertiliser and feed phosphates in Europe. Kemira GrowHow develops and markets fertilisers and integrated solutions for crop cultivation, animal feed supplements and chemicals required in various industries. The company has approximately 2,500 employees worldwide and in 2006 net sales were 1.2 billion euros. Kemira GrowHow Oyj is listed on the Helsinki Stock Exchange. |
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