Kemira Oyj - Notice to convene extr.general meeting

Kemira Oyj: Notice to Extraordinary General Meeting, Kemira to undertake a rights offering to support Kemira's strategy

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA OR UNITED STATES. 

Kemira Group
Stock Exchange Release
October 28, 2009 at 12.10


The Board of Directors of Kemira Oyj has decided to convene an Extraordinary
General Meeting of shareholders which is to be held on Monday, November 23,
2009 at 10:00 am in Marina Congress Center, Katajanokanlaituri 6, Helsinki,
Finland. The Extraordinary General Meeting of shareholders is convened to
resolve on authorizing the Board of Directors to decide upon a share issue with
pre-emptive rights for existing shareholders. 

The rights offering is expected to amount to approximately EUR 200 million.
Kemira is undertaking the rights offering to support Kemira's growth strategy
and vision to be a leading water chemistry company, to enable the separation
and listing of Tikkurila and to strengthen Kemira's balance sheet. The four
largest shareholders of the company support the rights offering. 

Harri Kerminen. President & CEO:

“This year, Kemira has sharply focused on improving its cash flow. In
January-September, cash flows after investments were very strong, EUR 175
million. Reasons for this were, among other things, effective working capital
management, higher EBITDA, and smaller capital expenditure. With the strong
cash flow, our gearing fell considerably and reached 87% at the end of
September, which is already close to our target level of 40−80%. 

Operating profit excluding non-recurring items in continuing businesses rose by
22% in the third quarter from the same period a year earlier. This is due in
large part to efficiency improvement measures, fixed cost management, and lower
variable costs compared to the same period last year. The Municipal &
Industrial segment (previously Water) was able to significantly strengthen its
operating profit and cash flow. In July-September, Kemira's operating profit
excluding non-recurring items accounted for 10% of revenue compared with 7% a
year earlier. Our medium-term target level for operating profit as a percentage
of revenue is 10%. 

Kemira's vision is to be a leading water chemistry company. Operational
efficiency enhancement, profitability improvement and stronger cash flows and
balance sheet continue to be our key focus areas, but we are gradually taking
steps to also accelerate revenue growth. Our organic growth objective is 5% per
year. The rights offering will support Kemira's growth strategy.” 

The notice to the Extraordinary General Meeting of shareholders is appended to
this release and it will be published in Helsingin Sanomat and Kauppalehti on
October 30, 2009. 

Helsinki, October 28, 2009

Kemira Oyj
Board of Directors

For further information, please contact:

Jyrki Mäki-Kala, CFO
Tel. +358 10 86 21589

Päivi Antola, Senior Manager, IR and Financial Communications
Tel. +358 10 862 1140


Appendix: Notice to Kemira Oyj's Extraordinary General Meeting
		NOTICE OF EXTRAORDINARY GENERAL MEETING

The shareholders of Kemira Oyj are invited to the Extraordinary General Meeting
to be held on Monday November 23, 2009 at 10.00 a.m. in Marina Congress Center,
Katajanokanlaituri 6, Helsinki, Finland. Registration of persons who have given
notification to attend the meeting will begin at 9.00 a.m. 

The following matters shall be considered at the Extraordinary General Meeting:

1.	Opening of the meeting

2.	Calling the meeting to order

3.	Election of the persons to confirm the minutes and to supervise the counting
of the votes 

4.	Recording the legality of the meeting

5.	Recording the attendance at the meeting and adoption of the list of votes

6.	Proposal of the Board of Directors for authorizing the Board of Directors to
decide on a share issue 

The Board of Directors proposes that the Extraordinary General Meeting
authorizes the Board of Directors to decide on a share issue for consideration
in such a manner that the shareholders shall be entitled to subscribe for new
shares in proportion to their prior shareholding. In accordance the proposal,
the Board of Directors would have the right to decide upon the offering to
parties determined by the Board of Directors of any shares that may remain
unsubscribed for pursuant to the shareholders' preemptive subscription right. A
maximum amount of 65,000,000 new shares may be issued in the share issue. The
Board of Directors will be authorized to determine the other terms and
conditions of the share issue. 

The authorization of the Board of Directors to issue shares shall be in force
until March 31, 2010 and it does not revoke the share issue authorization given
by the Annual General Meeting to the Board of Directors on April 8, 2009. 

7.	Closing of the meeting

Extraordinary General Meeting documents

The Board of Director's proposal for the share issue authorization, this notice
and other documents required by the Finnish Companies Act and the Finnish
Securities Markets Act are available for inspection by shareholders as of
October 30, 2009 at the Company's web site at www.kemira.com > about us >
corporate governance > annual general meeting > extraordinary general meeting
2009. Copies of the documents will be sent to shareholders upon request, and
they will also be available at the Extraordinary General Meeting. 

Right to attend the Extraordinary General Meeting

A shareholder who on the record date of the meeting, Wednesday November 11,
2009, is registered in the company's shareholders' register maintained by
Euroclear Finland Ltd and has given notice to attend the Extraordinary General
Meeting no later than on Wednesday November 18, 2009 at 4.00 p.m. is entitled
to attend and participate in the Extraordinary General Meeting. A shareholder,
whose shares have been recorded in his/her personal book-entry account, is
registered in the company's shareholders' register. 

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the Extraordinary General Meeting has the right to present
questions with respect to the matters to be considered at the meeting. 

Registration for the Extraordinary General Meeting

A shareholder may give notice of the intent to participate in the Extraordinary
General Meeting as follows: 

a) through Kemira's website at the address www.kemira.com (as of October 30,
2009). 
b) by letter to the address Kemira Oyj, Arja Korhonen, P.O. Box 330,
    FI-00101 Helsinki;
c) by fax at +358 10 862 1197, Kemira Oyj, Arja Korhonen;
d) by telephone at +358 10 862 1703, Arja Korhonen, weekdays 9-12 a.m. and 1-4
p.m. 

In connection with the registration, a shareholder shall notify his/her/its
name, personal identification number/company identification number, address,
telephone number and the name of a possible assistant, authorized
representative or statutory representative. The personal data given to Kemira
Oyj is used only in connection with the Extraordinary General Meeting and with
the processing of related registrations. 

Notifications must be received by the company no later than on Wednesday
November 18, 2009 at 4.00 p.m. 

Proxy representatives and powers of attorney

A shareholder may participate in the Extraordinary General Meeting by way of
proxy representation. A proxy representative shall produce a dated proxy
document or otherwise demonstrate in a reliable manner his/her right to
represent the shareholder at the Extraordinary General Meeting. If the
shareholder's shares are recorded into more than one book-entry securities
account, the shareholder has the right to use a different proxy representative
for each book-entry securities account. In such case, in connection with the
registration, the shareholder must also state those shares which each different
proxy representative represents. 

A proxy for representing a shareholder at the meeting is requested to be
delivered together with the notice to attend the meeting by November 18, 2009
at 4.00 p.m. at the latest. 

Holders of nominee registered shares

	A shareholder holding nominee registered shares and wishing to attend the
Extraordinary General Meeting, should be notified for temporary entry into the
shareholders' register of the company on November 18, 2009 at 10.00 a.m., at
the latest, provided that the shareholder had the right, on the basis of the
same shares, to be recorded in the shareholders' register of the company on the
record date of the meeting, November 11, 2009. A notification regarding
temporary entry of a holder of nominee registered shares into the shareholders'
register of the company is regarded as a notice of participation in the
Extraordinary General Meeting. 

A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the shareholders' register, the
issuing of proxy documents and registration for the Extraordinary General
Meeting from his/her custodian bank. 

Number of shares and votes

The total number of shares and votes in Kemira Oyj as of the date of this
notice, October 28, 2009, is 125.045.000. 


Helsinki, October 28, 2009

Kemira Oyj
Board of Directors




KEMIRA

Kemira is a global 2.8 billion euro chemicals company that is focused on
serving customers in water-intensive industries. The company offers water
quality and quantity management that improves customers' energy, water, and raw
material efficiency. Kemira's vision is to be a leading water chemistry
company. Its paints and coatings business, Tikkurila, aims to be the market
leader in decorative paints and selected wood and metal coatings in chosen
markets. 

www.kemira.com

DISCLAIMER:

The information contained herein is not for publication or distribution,
directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, South
Africa and the United States. These written materials do not constitute an
offer of securities for sale in the United States, nor may the securities be
offered or sold in the United States absent registration or an exemption from
registration as provided in the U.S. Securities Act of 1933, as amended, and
the rules and regulations thereunder.  There is no intention to register any
portion of the offering in the United States or to conduct a public offering of
securities in the United States. 

The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. 

This communication does not constitute an offer of securities to the public in
the United Kingdom.  No prospectus has been or will be approved for publication
in the United Kingdom in respect of the securities.  Consequently the
securities must not be sold or offered for sale in the United Kingdom, except
to persons who fall within the exemptions set out in the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended.

Attachments:

20091028_se_1_kemira_oyj_notice_to_egm_and_undertake_a_rights_offering.pdf