Kemira Oyj - Company Announcement

Kemira Oyj: Proposals of the Board of Directors to the Annual General Meeting 2012

Kemira Oyj
Stock exchange release
February 8, 2012 at 8.45 am (CET+1)


Following proposals will be submitted to the Annual General Meeting:
  * Resolution on the use of the profits shown on the balance sheet and on
    dividends
  * Remuneration and election of the auditor
  * Proposal of the Board of Directors for amendment of Article 5 and Article
    13 of the Articles of Association
  * Share repurchase authorization
  * Share issue authorization
  * Proposal of the Board of Directors for the establishment of the Nomination
    Board


Proposals of Kemira Oyj's Nomination Board, consisting of the representatives of
the four largest shareholders, 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 and on the remuneration of the Chairman, the Vice Chairman
and the members of the Board of Directors to the Annual General Meeting were
published on January 23, 2012.

The Annual General Meeting of Kemira Oyj will be held in the Marina Congress
Center, Katajanokanlaituri 6, Helsinki, Finland on Wednesday, March 21, 2012, at
1.00 pm. The invitation will be published on February 27, 2012 in Helsingin
Sanomat, Kauppalehti and on Kemira's website.

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

The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.53 per share be paid based on the adopted balance sheet for the financial
year which ended on December 31, 2011. The dividend will be paid to a
shareholder who is registered in the Company's Shareholder Register maintained
by Euroclear Finland Ltd on the record date for dividend payment, March
26, 2012. The Board of Directors proposes that the dividend be paid out on April
2, 2012.

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.

Election of the auditor

The Board of Directors proposes to the Annual General Meeting on the
recommendation of the Audit Committee, that Deloitte & Touche Ltd. be elected as
the Company's auditor with Jukka Vattulainen, APA, acting as the principal
auditor.

Proposal of the Board of Directors for amendment of Article 5 and Article 13 of
the Articles of Association

The Board of Directors proposes that Article 5 and Article 13 of the current
Articles of Association be amended as follows:

Article 5

The following sentence is deleted: "A person who has reached the age of 68 at
the time of the election, cannot be elected as member of the Board."

Article 5, if amended as proposed, would thus read as follows:"The Board of Directors, elected by the general meeting of shareholders, shall
comprise a minimum of four and a maximum of eight members. The general meeting
of shareholders shall elect a Chairman and a Vice Chairman from among the Board
members. The term of office of a Board member shall terminate at the close of
the Annual General Meeting following the election."

Article 13

The way of giving notice to the general meeting of shareholders is changed so
that instead of publishing an announcement in at least two nationwide
newspapers, the notice will be released in the company's website and, if so
decided by the Board of Directors, by publishing an announcement in one
nationwide newspaper. Additionally, the reference to the shareholder
communication is deleted.
Article 13, if amended as proposed, would thus read as follows:"Notice to the general meeting of shareholders shall be released in the
company's website no earlier than two months and no later than three weeks
before the general meeting of shareholders, however, at least nine days before
the record date of the general meeting of shareholders. Additionally, if so
decided by the Board of Directors, the company may within the same time frame
publish the notice to the general meeting of shareholders in one nationwide
newspaper."

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 4,500,000 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 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.

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 15,600,000 new shares and/or
transfer a maximum of 7,800,000 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 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, 2013.

Proposal of the Board of Directors for the establishment of the Nomination Board

The Board of Directors proposes that the Annual General Meeting decides to
establish a Nomination Board as follows:

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

2.    The tasks of the Nomination Board are annually

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. identification 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 the
representatives of such shareholders and the Chairman of the Board of Directors
of Kemira Oyj acting as an expert member. The four shareholders having the most
voting rights on August 31 preceding the Annual General Meeting according to 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), presents no later than on August 30
preceding the Annual General Meeting a written demand to the Board of Directors
of the company concerning the matter, the shareholdings of such shareholder
which are registered in several funds or registers shall be summed up when
calculating 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 the 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
no later than on February 1 preceding the Annual General Meeting.

According to the view of the Board of Directors, it is in the best interest of
the company and its shareholders that the biggest shareholders participate in
preparing nomination and compensation issues related to the Board of Directors.






For more information, please contact

Kemira Oyj
Jukka Hakkila, Group General Counsil
+358 10 862 1690

Tero Huovinen, Director, Investor Relations
+358 10 862 1980


Kemira is a global two billion euro water chemistry 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#1583407]

Attachments:

Link to the release (.pdf).pdf