Kemira GrowHow Oyj - Notice to general meeting

Notice of General Meeting of Shareholders

Kemira GrowHow Oyj Stock Exchange Notice 12.3.2007 at 9.15

Notice of General Meeting of Shareholders

Notice is given to the shareholders of Kemira GrowHow Oyj of the
General Meeting of Shareholders to be held on Tuesday, April 3, 2007
at 4:00 p.m. at Finlandia Hall, Mannerheimintie 13 e, Helsinki,
Finland. Entrance doors are M3 and K3. Registration of the persons
who have given prior notice of attendance and distribution of voting
tickets will commence at 3:00 p.m. Coffee will be served after the
Meeting.

The Meeting will resolve on the following matters:

1. The Matters Specified in Article 18 of the Articles of Association
Belonging to the General Meeting of Shareholders

- presentation of the financial statements of the Company and the
Group
- presentation of the auditor's reports on the Company and the Group
- approval of the statement of operations and the balance sheet as
well as the consolidated statement of operations and consolidated
balance sheet
- resolution on the measures prompted by the profit or loss shown in
the approved balance sheet
- resolution on the date of distribution of dividends, if any
- resolution on the discharge from liability of the members of the
Board of Directors as well as the Managing Director and the Deputy
Managing Director
- resolution on the remuneration of the Chairman, the Vice Chairman
and the members of the Board of Directors as well as on the auditors'
fees
- resolution on the number of the members of the Board of Directors
and the Company's auditors
- election of the Chairman of the Board of Directors, the Vice
Chairman of the Board of Directors and the other members of the Board
of Directors
- election of the auditors

Proposal by the Board of Directors for the Distribution of Profits

The Board of Directors has decided to propose to the General Meeting
of Shareholders that a dividend of EUR 0.15 per share be paid for the
financial year 2006. The dividend will be paid to each shareholder
who has been registered in the shareholder register maintained by
Finnish Central Securities Depository Ltd. as of the dividend record
date. The dividend record date will be 10 April 2007. The Board of
Directors will propose to the General Meeting of Shareholders that
the dividends be paid on 17 April 2007.

Proposal by the Nomination Committee on the Composition of the Board
of Directors of Kemira GrowHow Oyj

Kemira GrowHow Oyj's Nomination Committee has decided to propose to
the General Meeting of Shareholders on April 3, 2007 that number of
members of Board of Director's will be proposed to be seven as before
and current members of Board of Directors Arto Honkaniemi, Satu
Raiski, Lauri Ratia, Esa Tirkkonen, Helena Terho and Ossi Virolainen
be elected to serve for an additional period of one year. As a new
member of the Board of Directors the Nominations Committee proposes
Ms Maija Torkko, who has been working for Nokia until end of June
2006 in various positions, latest as Senior Vice President, F&C. She
is also member of Nordea's Board of Directors.

The Nomination Committee also proposes that the Chairman Ossi
Virolainen and Vice Chairman Lauri Ratia continue in their current
positions and that the compensation of the members is kept unchanged
so that the following fees be paid: a monthly fee of EUR 4,000 to the
Chairman of the Board of Directors, a monthly fee of EUR 3,100 to the
Vice-Chairman of the Board of Directors, and a monthly fee of EUR
2,400 to the members of the Board. In addition, the Chairman,
Vice-Chairman and members of the Board will receive a fee of EUR 500
per meeting for each meeting of the Board of Directors and the
committees.

Proposal for the Election of the Auditor

The Ministry of Trade and Industry representing 30.05% of the Company
shares and votes proposes that KPMG Oy Ab be re-elected as the
Company's auditor with Mr Petri Kettunen, APA as the responsible
auditor and with Pekka Pajamo as the deputy auditor.

2. Proposal by the Ministry of Trade and Industry for the
Establishment of the Nomination Committee

The Ministry of Trade and Industry proposes that the General Meeting
of Shareholders decide to establish a Nomination Committee to prepare
proposals to be submitted to the next General Meeting of Shareholders
regarding the composition and remuneration of the Board of Directors.
The Chairman of the Board of Directors as an expert member and the
representatives of the three largest shareholders shall be appointed
to the Nomination Committee. The right to appoint representatives to
the Committee lies with the three shareholders whose voting rights
represent the largest portions of the Company's aggregate voting
rights on the first day of November preceding the General Meeting of
Shareholders. If a shareholder does not wish to exercise his
appointment right, the right to appoint a representative shall
transfer to the next largest shareholder. The largest shareholders
are determined on the basis of their shareholdings recorded in the
book-entry system provided however that the holdings of such
shareholder, who has the obligation to notify certain changes in his
ownership under the Finnish Securities Market Act (a shareholder
subject to notification obligation), that are for example divided
into several funds, shall be counted together, if such shareholder
gives notice thereof in writing by 31 October 2007 to the Board of
Directors of the Company. The Chairman of the Board of Directors
shall convene the Nomination Committee and the Committee shall elect
its chairman among its members. The Nomination Committee shall
present its proposal to the Board of Directors on the first day of
February preceding the General Meeting of Shareholders at the latest.

3. Proposal by the Board of Directors to the General Meeting of
Shareholders to Authorize the Board of Directors to Resolve Upon
Disposal of the Company's Own Shares Through a Share Issue

The Board of Directors proposes that the General Meeting of
Shareholders authorizes the Board of Directors to resolve upon the
disposal of the Company's own shares. The authorization concerns a
maximum of 1,860,700 Company's own shares held by the Company.

The shares may be used as payment in connection with possible
acquisitions or other arrangements or sold through public trading.
The shares may also be disposed of without consideration for the
purpose of using them as payment of possible bonuses to the Group's
personnel funds which are due or for the purpose of distributing them
to the Group's personnel (including the Managing Director and the
Deputy Managing Director) within the existing share bonus plan.

The Board of Directors is authorized to resolve upon to whom, under
which terms and in what quantity the Company's own shares are
disposed of. The authorization includes also a right to resolve upon
directed issue of shares.

The Board of Directors is authorized to determine the price at which
the shares are disposed of and the criteria for the determination of
the price. The Board of Directors may decide that the shares may also
be disposed of against contribution in kind or otherwise on specific
terms and conditions. When sold in public trading, the sale,
clearance and payment of the shares shall be made at market price in
accordance with the rules of the Helsinki Stock Exchange and Finnish
Central Securities Depository Ltd.

The Board of Directors shall be authorized to decide on other
measures and matters regarding the disposal of the Company's own
shares. The authorization shall be effective until May 31, 2008.

4. Proposal by the Board of Directors to the General meeting of
Shareholders to Authorize the Board of Directors to Resolve Upon
Issue of New Shares Against Consideration

The Board of Directors proposes that the General Meeting of
Shareholders authorizes the Board of Directors to resolve upon the
issue of new shares against consideration. Pursuant to the
authorization, a maximum of 6,000,000 new shares may be issued for
subscription through one or more share issues.

The Board of Directors shall be authorized to decide who has the
right to subscribe to the shares. The Board of Directors has a right
to resolve upon directed issue of new shares, if, from the Company's
perspective, there exists weighty financial reasons, such as
financing of acquisitions or improvement of the Company's capital
structure.

The Board of Directors shall be authorized to decide on the criteria
for the determination of the subscription price and other terms of
the subscription. The Board of Directors may decide that share
subscription may be made against contribution in kind or otherwise on
specific terms and conditions. The authorization shall be effective
until May 31, 2008

Documents for Review

The proposals of the Board of Directors and the proposal of the
Ministry of Trade and Industry are available in whole on Kemira
GrowHow's internet pages at www.kemira-growhow.com.

The annual financial statements and the aforementioned proposals of
the Board of Directors with attachments will be available for review
by the shareholders as of Friday, March 23, 2007 at the Company's
offices at Mechelininkatu 1a, Helsinki, Finland. As of the
aforementioned date, the Company will send copies of these documents
to shareholders upon request.

Annual Report

The printed Annual Report 2006 of the Company will be available
during the end of March whereupon shareholders may order it through
the Company's internet pages at www.kemira-growhow.com or by
telephone at +358 800 9 0409.

Right to Attend the General Meeting of Shareholders

The right to attend the General Meeting of Shareholders is vested in
a shareholder who is registered on Saturday, March 24, 2007, being
the record date, in the Company's shareholder register maintained by
Finnish Central Securities Depository Ltd. Since the record date is a
Saturday, the shareholder register will be produced on the basis of
the situation as of Friday, March 23, 2006, which is the immediately
preceding working day.

Prior Notice to Attend the General Meeting of Shareholders

A shareholder who has the right to attend the General Meeting of
Shareholders as set forth above and who wishes to attend the General
Meeting of Shareholders must give prior notice of attendance to the
Company by Wednesday, March 28, 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.

Helsinki, 12 February 2007

Kemira GrowHow Oyj
Board of Directors

For further information please contact:
Kemira GrowHow Oyj
Kaj Friman, Deputy CEO, CFO
Tel. +358 10 215 2180

Distribution:
Helsinki Stock Exchange
Media