Kemira Oyj - Company Announcement

Kemira Oyj: Notice of Annual General Meeting

Kemira Oyj
Stock exchange release
February 22, 2010 at 8.00 am


The shareholders of Kemira Oyj ("Kemira") are invited to the Annual General
Meeting to be held on Tuesday, March 16, 2010 at 1.00 p.m. in Marina Congress
Center, Katajanokanlaituri 6, Helsinki, Finland. Registration of persons who
have given notification to attend the meeting will begin at noon.

The following matters shall be considered at the Annual 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. Presentation of the financial statements, the consolidated financial
    statements, the report of the Board of Directors and the auditor's reports
    for 2009

 1.  1.   * Review by the President and CEO

 7. Adoption of the financial statements and the consolidated financial
    statements

 8. Resolution on the use of the profit shown on the balance sheet and on
    dividends



A. Dividend payable in Tikkurila Oyj's shares

The Board of Directors proposes to the Annual General Meeting that dividend on
the basis of the adopted balance sheet for the financial year ended December
31, 2009 shall be paid as follows:

Each four Kemira's shares entitle their holder to receive one share of Tikkurila
Oyj as a dividend. The number of shares of Tikkurila that a shareholder is
entitled to receive is calculated on a book-entry account basis. Kemira shall
distribute to its shareholders as dividend an aggregate of 37.933.097 shares of
Tikkurila, which represents 86 percent of the shares in Tikkurila and the number
of voting rights carried by them.

Fractional entitlements to Tikkurila's share resulting from the distribution
ratio of the shares shall not be distributed but the amount corresponding to the
fractional entitlements shall be compensated for in cash. The amount of the cash
payment corresponding to the fractional entitlements will be based on the
taxable value of the dividend paid in Tikkurila's shares, which will be the
volume-weighted average of the prices paid for Tikkurila's share during the
first trading day after Tikkurila's shares have been submitted to trading on the
official list of NASDAQ OMX Helsinki Ltd (the "Helsinki Stock Exchange"). The
fractional entitlements to Tikkurila's share
will be combined to complete shares and sold on said trading day. If the
proceeds of the sale do not fully cover the amount of the cash payment, Kemira
will pay the balance in cash to shareholders entitled to fractional
entitlements. Such balance to be paid by Kemira is, at maximum, 500,000 euro. If
the proceeds of such sale exceed the amount of the cash payment, the Company
will retain the excess proceeds. The cash payment corresponding to the
fractional entitlements shall be paid, on a book-entry account basis, to the
shareholders entitled to fractional entitlements on or about March 30, 2010.

The dividend payable in Tikkurila's shares will be paid to each shareholder who
is registered in the Company's Shareholder Register maintained by Euroclear
Finland Ltd on the record date, March 19, 2010. The Board of Directors proposes
that the dividend be paid on March 26, 2010.

The share of the Company will trade together with the right to dividend payable
in Tikkurila's shares until March 16, 2010.

Kemira shall be liable for the transfer tax payable in connection with the
distribution of dividends.

The Board of Directors shall be authorized to conduct specifications and
technical corrections that may be required for the practical execution of the
dividend distribution.

The distribution of the dividend is conditional upon the approval of Tikkurila's
shares to trading on the official list of the Helsinki Stock Exchange by May
31, 2010. If this condition is not fulfilled, the decision to distribute
dividend will lapse.

The company form of Tikkurila Oy shall be changed into a public limited
liability company (Oyj) and the number of its shares will increase to
44,108,252 shares before the Annual General Meeting. Such amendments have been
taken into account in the proposal of the Board of Directors.

B. Proposal of the Board of Directors for authorizing the Board of Directors to
decide on a cash dividend

The Board of Directors proposes that the Annual General Meeting authorize the
Board to decide upon a dividend payable in cash on the basis of the adopted
balance sheet for the financial year ended December 31, 2009 under the following
terms and conditions:

Under the authorization, the Board of Directors may decide upon a dividend
payable in cash of a maximum of 0.27 euro per share.

The Board of Directors will decide upon the other terms related to the dividend
payable in cash in accordance with the Rules of the Helsinki Stock Exchange and
Euroclear Finland Ltd.

The authorization to decide upon a dividend payable in cash is valid until May
31, 2010.

 9. Resolution on the discharge of the members of the Board of Directors, the
    President and CEO and the deputy CEO



 10. Resolution on the remuneration of the Chairman, the Vice Chairman and the
     members of the Board of Directors


The Nomination Committee proposes to the Annual General Meeting that the
remuneration paid to the members of the Board of Directors will remain unchanged
but the monthly fee will be changed into an annual fee. The fees would thus be
as follows: the Chairman will receive 66.000 euro per year, the Vice Chairman
42.000 euro per year and the other members 33.600 euro per year. A fee payable
for each meeting of the Board and its committees would be for the members
residing in Finland 600 euro, the members residing in rest of Europe 1.200 euro
and the members residing outside Europe 2.400 euro. Travel expenses are proposed
to paid according to Kemira's travel policy.

In addition, the Nomination Committee proposes to the Annual General Meeting
that the annual fee be paid as a combination of the company's shares and cash in
such a manner that 40% of the annual fee is paid with the company's shares owned
by 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 the
Board of Directors and, if necessary, acquired directly on behalf of the members
of the Board of Directors within two weeks from the release of Kemira's interim
report January 1 - March 31, 2010.

The Nomination Committee considers that the increasing and long-term share
ownership by the members of the Board of Directors is for the benefit of all
shareholders. Transfer to and, if necessary, acquisition of the shares directly
on behalf of the members of the Board of Directors based on the decision of the
Annual General Meeting is, according to insider regulations, an acceptable way
to acquire shares of Kemira.

The meeting fees are proposed to be paid in cash.

 11. Resolution on the number of members of the Board of Directors and election
     of the Chairman, the Vice Chairman and the members of the Board of
     Directors


The Nomination Committee proposes to the Annual General Meeting that seven
members be elected to the Board of Directors and that the present members
Elizabeth Armstrong, Wolfgang Büchele, Juha Laaksonen, Pekka Paasikivi, Kaija
Pehu-Lehtonen and Jukka Viinanen be re-elected as members of the Board of
Directors and Kerttu Tuomas be elected as a new member of the Board of
Directors. The Nomination Committee proposes that Pekka Paasikivi will be
elected to continue as the Chairman of the Board of Directors and that Jukka
Viinanen 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 since
2002. She has previously served as Group Vice President, Human Resources of
Elcoteq Network Corporation in 2000-2002 and as Personnel & Organization Manager
of Masterfoods Oy in 1994-1999. Kerttu Tuomas is a member of the Board of JTO
School of Management.

Information on the individuals proposed to be elected as the members of the
Board of Directors is available at Kemira's website at www.kemira.com<http://www.kemira.com/>> About Us > Corporate Governance > Annual General
Meeting > Annual General Meeting 2010.


 12. Resolution on the remuneration of the auditor


The Board of Directors proposes to the Annual General Meeting on the
recommendation of the Audit Committee, that the Auditor's fees be paid against
an invoice approved by Kemira.

 13. Election of the auditor


The Board of Directors proposes to the Annual General Meeting on the
recommendation of the Audit Committee, that KPMG Oy Ab be elected as the
Company's auditor KHT Pekka Pajamo acting as the principal auditor.

 14. Proposal of the Board of Directors for authorizing the Board of Directors
     to decide on the repurchase of the company's own shares


The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to decide upon repurchase of a maximum of 4,156,957 Company's
own shares ("Share repurchase authorization").

Shares will be repurchased by using unrestricted equity either through a tender
offer with equal terms to all shareholders at a price determined by the Board of
Directors or otherwise than in proportion to the existing shareholdings of the
Company's shareholders in public trading on the Helsinki Stock Exchange at the
market price quoted at the time of the repurchase. Shares shall be acquired and
paid for in accordance with the Rules of the Helsinki Stock Exchange and
Euroclear Finland Ltd.

The price paid for the shares repurchased through a tender offer under the
authorization shall be based on the market price of the company's shares in
public trading. The minimum price to be paid would be the lowest market price of
the share quoted in public trading during the authorization period and the
maximum price the highest market price quoted during the authorization period.

Shares may be repurchased to be used in implementing or financing mergers and
acquisitions, developing the Company's capital structure, improving the
liquidity of the Company's shares or to be used for the payment of the annual
fee payable to the members of the Board of Directors or implementing the
Company's share-based incentive plans. In order to realize the aforementioned
purposes, the shares acquired may be retained, transferred further or cancelled
by 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 Annual
General Meeting.

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



The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to decide to issue a maximum of 15,534,256 new shares and/or
transfer a maximum of 7,767,128 Company's own shares held by the Company ("Share
issue authorization").

The new shares may be issued and the Company's own shares held by the Company
may be transferred either for consideration or without consideration.

The new shares may be issued and the Company's own shares held by the Company
may be transferred to the Company's shareholders in proportion to their current
shareholdings in the Company, or by disapplying the shareholders' pre-emption
right, through a directed share issue, if the Company has a weighty financial
reason to do so, such as financing or implementing mergers and acquisitions,
developing the capital structure of the Company, improving the liquidity of the
Company's shares or if this is justified for the payment of the annual fee
payable to the members of the Board of Directors or implementing the Company's
share-based incentive plans. The directed share issue may be carried out without
consideration only in connection with the payment of the annual fee payable to
the members of the Board of Directors or implementation of the Company's
share-based incentive plan.

The subscription price of new shares shall be recorded to the invested
unrestricted equity reserves. The consideration payable for Company's own shares
shall 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 General
Meeting.

 16. Proposal of the Board of Directors for donation to the Aalto University
     Foundation


Kemira's Board of Directors proposes to the Annual General Meeting that the
Annual General Meeting approves a donation in the amount of 500.000 euro to the
Aalto University Foundation to be used for the Aalto University Foundation's
basic capital.

 17. Closing of the meeting


Annual General Meeting documents


Documents concerning Kemira's financial statements, the proposals of the Board
of Directors and the Nomination Committee, this notice and other documents
required by the Finnish Companies Act and the Finnish Securities Market Act are
available for inspection by shareholders as of February 22, 2010, at the
Company's web site at www.kemira.com > About Us > Corporate Governance > Annual
General Meeting > Annual General Meeting 2010. Copies of the documents will be
sent to shareholders upon request, and they will also be available at the Annual
General Meeting.


Right to attend the Annual General Meeting

A shareholder who on the record date of the meeting, March 4, 2010, is
registered in the company's shareholders' register maintained by Euroclear
Finland Ltd and has given notice to attend the Annual General Meeting no later
than on Thursday March 11, 2010 at 4.00 p.m. is entitled to attend and
participate in the Annual 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 Annual General Meeting has the right to present questions
with respect to the matters to be considered at the meeting.

Registration for the Annual General Meeting

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

a) through Kemira's website at the address www.kemira.com.
b) by letter to the address Kemira Oyj, Tea Salminen, P.O. Box 330, FI-00101
Helsinki, Finland;
c) by fax at +358 10 862 1197, Kemira Oyj, Tea Salminen;
d) by telephone at +358 10 862 1703, Tea Salminen, 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 the possible assistant, authorized
representative or statutory representative. The personal data given to Kemira is
used only in connection with the Annual General Meeting and with the processing
of related registrations.

Notifications must be received by the Company no later than on Thursday, March
11, 2010 at 4.00 p.m.

Proxy representatives and powers of attorney

A shareholder may participate in the Annual 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 Annual 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 March 11, 2010 at
4:00 p.m. at the latest.

Holders of nominee registered shares

A shareholder holding nominee registered shares and wishing to attend the Annual
General Meeting, should be notified for temporary entry into the shareholders'
register of the company on March 11, 2010 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, March 4, 2010. 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 Annual 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 Annual General Meeting from
his/her custodian bank.


Number of shares and votes

The total number of shares and votes in Kemira as of the date of this notice,
February 8, 2010, is 155.342.557.


Helsinki, February 8, 2010

Kemira Oyj
Board of Directors



For more information, please contact

Kemira Oyj
Päivi Antola, Senior Manager, Investor Relations and Financial Communications
Phone +358 10 862 1140



Kemira is a global 2.5 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
www.waterfootprintkemira.com



[HUG#1386869]

Attachments:

Link to the release (Pdf).pdf