Kemira Oyj - Company Announcement

Proposal of the Kemira Board of Directors to the Annual General Meeting 2009

Kemira Group
Stock Exchange Release
February 25, 2009 at 9.15 am (CET+1)

Kemira's Board of Directors will submit the following proposals to
the Annual General Meeting to be held on April 8, 2009:

*          Dividend payment of EUR 0.25 per share
*          Composition of the Board of Directors and remuneration
*          Election of the auditor and remuneration
*          Amendment of the Articles of Association
*          The boards share issue authorization
*          The boards share repurchase authorization

Dividend

The Board of Directors proposes to the Annual General Meeting that a
dividend of EUR 0.25 per share be paid based on the adopted balance
sheet for the financial year which ended on December 31, 2008. 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, April 15, 2009. The Board of Directors proposes that
the dividend be paid out on April 22, 2009.

Composition of the Board of Directors and remuneration

In December 2008, Kemira Oyj's Board of Directors assembled a
Nomination Committee to prepare a proposal for the Annual General
Meeting concerning the composition and remuneration of the Board of
Directors. The Nomination Committee consists of the representatives
of the three largest shareholders as of December 17, 2008 and the
Chairman of Kemira Oyj's Board of Directors as an expert member. Jari
Paasikivi, Managing Director of Oras Invest Oy, serves as the
Chairman of the Nomination Committee. Other members are Pekka
Timonen, Director General from the State of Finland's Ownership
steering as representative of Solidium Oy; Risto Murto, Chief
Investment Officer, Varma Mutual Pension Insurance Company; and Pekka
Paasikivi, Chairman of Kemira's Board of Directors as an expert
member.

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, Juha Laaksonen, Pekka Paasikivi,
Kaija Pehu-Lehtonen, Jukka Viinanen and Jarmo Väisänen be re-elected
as members of the Board of Directors and Wolfgang Büchele 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.

Dr. Wolfgang Büchele (b. 1959) is currently CEO of BorsodChem Zft and
a Senior Advisor of Permira Beteiligungsberatung GmbH. Dr. Büchele
has been previously employed by BASF AG during the years 1987-2007,
latest as the President of Fine Chemicals Division during the years
2005-2007.

The Nomination Committee further proposes to the Annual General
Meeting that the remuneration paid to the members of the Board of
Directors will remain unchanged so that the Chairman will receive €
5.500 per month, the Vice Chairman € 3.500 per month and the other
members € 2.800 per month. A fee payable for each meeting of the
Board and its committees would be for the members residing in Finland
€ 600, the members residing in rest of Europe € 1.200 and the members
residing outside Europe € 2.400. Travel expenses will be compensated
according to Kemira's travel policy.

Election of the auditor and remuneration

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 and that the Auditor's fees be paid against an invoice
approved by Kemira.

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

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

Notices to the general meeting of shareholders and other
communications to the shareholders shall be communicated by the Board
of Directors by publishing an announcement in at least two nationwide
newspapers, determined by the Board of Directors, no earlier than two
months and no later than 21 days before the general meeting of
shareholders.

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 2,395,229 Company's own shares ("Share repurchase
authorization").

Shares will be repurchased by using unrestricted equity either
through a direct offer with equal terms to all shareholder 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 ("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 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 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 issues

The Board of Directors proposes that the Annual General Meeting
authorizes the Board of Directors to decide to issue a maximum of
12,500,000 new shares and transfer a maximum of 6,250,000 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 against payment or, as part of the
implementation of the Company's share-based incentive plans, without
payment.

Said new shares may be issued and said 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 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 its capital structure, improving the liquidity of the
Company's shares or if this is justified for the purpose of
implementing the Company's share-based incentive plans. The directed
share issue may be carried out without payment only in connection
with the implementation of the Company's share-based incentive plan.

The subscription price of new shares shall be recognized under
unrestricted equity capital fund. The consideration payable for
Company's own shares shall be recognized under unrestricted equity
capital fund.

The Board of Directors will decide upon other terms related to share
issue.

The Share issue authorization is valid until the end of the next
Annual General Meeting.

The Annual General Meeting of the Kemira Oyj will be held in the
Marina Congress Center, Katajanokanlaituri 6, Helsinki, Finland on
Wednesday, April 8, 2009, at 1.00 pm. The invitation will be
published on March 12, 2009 in Helsingin Sanomat, Kauppalehti and on
Kemira's website.


Kemira Oyj
Päivi Antola, Senior Manager, Investor Relations and Financial
Communications


For further information please contact

Kemira Oyj

Jukka Hakkila, Group General Counsel
Tel. +358 40 544 2303

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




Kemira will be a focused company, the best in water and fiber
management chemistry.

In 2007, Kemira recorded revenue of approximately EUR 2.8 billion and
had a staff of 10,000. Kemira operates in 40 countries.

www.kemira.com

Attachments:

Link to the Release (Pdf).pdf