2007-10-05 07:01:02 CEST

2007-10-05 07:01:02 CEST


REGLAMENTUOJAMA INFORMACIJA

Anglų
Kemira GrowHow Oyj - Notice to convene extr.general meeting

Kemira GrowHow Oyj Notice of Extraordinary General Meeting of Shareholders



Notice 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.