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2009-04-08 14:00:00 CEST 2009-04-08 14:00:57 CEST REGULATED INFORMATION Kemira Oyj - Decisions of general meetingKemira's AGM: Pekka Paasikivi reelected as chairman of the Board of DirectorsKemira Group Stock Exchange Release April 8, 2009 at 15.00 pm (CET+1) The Kemira Oyj Annual General Meeting today confirmed a per-share dividend of 0.25 EUR for the 2008 financial year. The AGM reelected members Elizabeth Armstrong, Juha Laaksonen, Pekka Paasikivi, Kaija Pehu-Lehtonen, Jukka Viinanen and Jarmo Väisänen to the Board of Directors and Wolfgang Büchele was elected as a new member. Pekka Paasikivi was elected to continue as the Board's chairman and Jukka Viinanen was elected as 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 remuneration paid to the members of the Board of Directors remained unchanged. Dividend The per-share dividend of 0.25 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, April 15, 2009. The dividend will be paid out on April 22, 2009. Auditors The Annual General Meeting elected KPMG Oy Ab, Authorized Public Accountants, to serve as the Company's auditor, with Pekka Pajamo, Authorized Public Accountant, acting as the principal auditor. Amendment of Article 13 of the Articles of Association The AGM decided 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. 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 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. Authorization to decide on share issues The Annual General Meeting authorized 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. Kemira Oyj Päivi Antola, Senior Manager, IR and financial communications For more information, please contact Kemira Oyj Jukka Hakkila, Group General Counsel Tel. +358 40 544 2303 Päivi Antola, Senior Manager, IR and financial communications Tel: +358 10 86 21140 Kemira is a focused company, best in water and fiber management chemistry. In 2008, Kemira recorded revenue of approximately EUR 2.8 billion and had a staff of 9,400. Kemira operates in 40 countries. www.kemira.com |
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