Kemira Oyj - Decisions of general meeting

Kemira Oyj: The Annual General Meeting approved EUR 0.48 dividend

Kemira Oyj
Stock exchange release
March 22, 2011 at 3.00 pm (CET+1)




The Annual General Meeting of Kemira Oyj ("Kemira") approved the Board proposal
of a EUR 0.48 dividend per share for the financial year 2010. The Annual General
Meeting reelected members Elizabeth Armstrong, Wolfgang Büchele, Juha Laaksonen,
Pekka Paasikivi, Kerttu Tuomas and Jukka Viinanen to the Board of Directors and
elected Winnie Kin Wah Fok as a new member. Pekka Paasikivi was elected to
continue as the Board's chairman and Jukka Viinanen was elected to continue as
vice chairman.

Ms. Winnie Kin Wah Fok (b. 1956), Bachelor of Commerce, is currently working as
a Senior Advisor of Investor AB and of Husqvarna Group. She is currently also a
Board member of AB SKF, Volvo Car Corporation and G4S plc. (UK). She is a
citizen of Hong Kong, China.

Dividend payment

The per-share dividend of 0.48 EUR will be paid to a shareholder who is
registered in the Company's Shareholder Register maintained by Euroclear Finland
Ltd on the dividend record date, March 25, 2011. The dividend will be paid out
on April 1, 2011.

Remuneration of the Chairman, the Vice Chairman and the members of the Board of
Directors

The Annual General Meeting decided that the remuneration paid to the members of
the Board of Directors will be as follows: the Chairman will receive 74,000 euro
per year, the Vice Chairman 45,000 euro per year and the other members 36,000
euro per year. A fee payable for each meeting of the Board and its committees
will 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 paid according to Kemira's travel policy.

In addition, the Annual General Meeting decided 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, 2011.

The meeting fees are to be paid in cash.

Election and remuneration of the auditor

KPMG Oy Ab was elected as the Company's auditor KHT Pekka Pajamo acting as the
principal auditor. The Auditor's fees will be paid against an invoice approved
by Kemira.

Authorization to decide on the repurchase of the Company's own shares

The Annual General Meeting authorized the Board of Directors to decide upon
repurchase of a maximum of 4,500,000 Company's own shares.

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 NASDAQ OMX Helsinki Ltd (the"Helsinki Stock Exchange") at the market price quoted at the time of the
repurchase.

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 shall be acquired and paid for in accordance with the Rules of the
Helsinki Stock Exchange and Euroclear Finland Ltd.

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.

Authorization to decide on share issues

The Annual General Meeting authorized the Board of Directors to decide to issue
a maximum of 15,600,000 new shares and/or transfer a maximum of 7,800,000
Company's own shares held by the Company.

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 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 May 31, 2012.


The establishment of the Nomination Board

The Annual General Meeting decided to establish a Nomination Board as follows:


1.         The Annual General Meeting decided to establish a Nomination Board
comprising of the shareholders or the representatives of the shareholders to
prepare proposals concerning the composition and remuneration of the Board of
Directors.

2.         The tasks of the Nomination Board are

a.    preparation of the proposal for the Annual General Meeting concerning the
composition of the Board of Directors;

b.    preparation of the proposal for the Annual General Meeting concerning the
remuneration of the Board of Directors;

c.    searching of successor candidates for the members of the Board of
Directors; and

d.    presentation of the proposal concerning the composition and remuneration
of the Board of Directors to the Annual General Meeting.

3.         The Nomination Board shall consist of the four largest shareholders
or their representatives and the Chairman of the Board of Directors of Kemira
Oyj who is acting as an expert member. The four shareholders having the most
voting rights on August 31, 2011 in the company's shareholders' register
maintained by Euroclear Finland Ltd, shall have a right to appoint a member to
the Nomination Board. In case a shareholder, who has a duty to disclose certain
ownership changes based on the Securities Market Act (disclosure obligation of
holdings), makes no later than on August 30, 2011 a written demand to the Board
of Directors of the company, the shareholdings of such shareholder which are
registered in several funds or registers shall be summed up when counting the
voting rights of such shareholder. In case a shareholder does not wish to use
his right to appoint a member to the Nomination Board, such right will pass on
to the shareholder who according to the shareholder register is the next largest
shareholder and who otherwise would not have such appointment right.

4.         The Nomination Board shall be convened by the Chairman of the Board
of Directors. The Nomination Board shall elect a Chairman among its members.

5.         The Nomination Board shall deliver its proposal to the Board of
Directors not later than on February 1 preceding the Annual General Meeting.


For more information, please contact

Kemira Oyj
Tero Huovinen, Director, Investor Relations
Tel. +358 10 862 1980



Kemira is a global two 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.

www.kemira.com
www.waterfootprintkemira.com




[HUG#1498859]

Attachments:

Link to the release (.pdf).pdf