Kemira Oyj - Company Announcement

Kemira Oyj: Proposals of the Board of Directors to the Annual General Meeting 2010

Kemira Group
Stock exchange release
February 9, 2010 at 8.45




Kemira Oyj: Proposals of the Board of Directors to the Annual General Meeting
2010

Kemira's Board of Directors will submit the following proposals to the Annual
General Meeting:

  * Resolution on the use of the profit shown on the balance sheet and on
    dividends
  * Remuneration and composition of the Board of Directors
  * Remuneration and election of the auditor
  * Share repurchase authorization
  * Share issue authorization
  * Donation to the Aalto University Foundation


The Annual General Meeting of Kemira Oyj will be held in the Marina Congress
Center, Katajanokanlaituri 6, Helsinki, Finland on Tuesday, March 16, 2010, at
1.00 pm. The invitation will be published on February 22, 2010 in Helsingin
Sanomat, Kauppalehti and on Kemira's website.

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

A. Dividend payable in Tikkurila Oyj's shares

The Board of Directors proposes to the Annual General Meeting that dividend on
the basis of the adopted balance sheet for the financial year ended December
31, 2009 shall be paid as follows:

Each four Kemira's shares entitle their holder to receive one share of Tikkurila
Oyj as a dividend. The number of shares of Tikkurila that a shareholder is
entitled to receive is calculated on a book-entry account basis. Kemira shall
distribute to its shareholders as dividend an aggregate of 37.933.097 shares of
Tikkurila, which represents 86 percent of the shares in Tikkurila and the number
of voting rights carried by them.

Fractional entitlements to Tikkurila's share resulting from the distribution
ratio of the shares shall not be distributed but the amount corresponding to the
fractional entitlements shall be compensated for in cash. The amount of the cash
payment corresponding to the fractional entitlements will be based on the
taxable value of the dividend paid in Tikkurila's shares, which will be the
volume-weighted average of the prices paid for Tikkurila's share during the
first trading day after Tikkurila's shares have been submitted to trading on the
official list of NASDAQ OMX Helsinki Ltd (the "Helsinki Stock Exchange"). The
fractional entitlements to Tikkurila's share will be combined to complete shares
and sold on said trading day. If the proceeds of the sale do not fully cover the
amount of the cash payment, Kemira will pay the balance in cash to shareholders
entitled to fractional entitlements. Such balance to be paid by Kemira is, at
maximum, 500,000 euro. If the proceeds of such sale exceed the amount of the
cash payment, the Company will retain the excess proceeds. The cash payment
corresponding to the fractional entitlements shall be paid, on a book-entry
account basis, to the shareholders entitled to fractional entitlements on or
about March 30, 2010.

The dividend payable in Tikkurila's shares will be paid to each shareholder who
is registered in the Company's Shareholder Register maintained by Euroclear
Finland Ltd on the record date, March 19, 2010. The Board of Directors proposes
that the dividend be paid on March 26, 2010.

The share of the Company will trade together with the right to dividend payable
in Tikkurila's shares until March 16, 2010.

Kemira shall be liable for the transfer tax payable in connection with the
distribution of dividends.

The Board of Directors shall be authorized to conduct specifications and
technical corrections that may be required for the practical execution of the
dividend distribution.

The distribution of the dividend is conditional upon the approval of Tikkurila's
shares to trading on the official list of the Helsinki Stock Exchange by May
31, 2010. If this condition is not fulfilled, the decision to distribute
dividend will lapse.

The company form of Tikkurila Oy shall be changed into a public limited
liability company (Oyj) and the number of its shares will increase to
44,108,252 shares before the Annual General Meeting. Such amendments have been
taken into account in the proposal of the Board of Directors.

B. Proposal of the Board of Directors for authorizing the Board of Directors to
decide on a cash dividend

The Board of Directors proposes that the Annual General Meeting authorize the
Board to decide upon a dividend payable in cash on the basis of the adopted
balance sheet for the financial year ended December 31, 2009 under the following
terms and conditions:

- Under the authorization, the Board of Directors may decide upon a dividend
payable in cash of a maximum of 0.27 euro per share.
- The Board of Directors will decide upon the other terms related to the
dividend payable in cash in accordance with the Rules of the Helsinki Stock
Exchange and Euroclear Finland Ltd.
- The authorization to decide upon a dividend payable in cash is valid until May
31, 2010.

Resolution on the remuneration of the Chairman, the Vice Chairman and the
members of the Board of Directors

The Nomination Committee proposes to the Annual General Meeting that the
remuneration paid to the members of the Board of Directors will remain unchanged
but the monthly fee will be changed into an annual fee. The fees would thus be
as follows: the Chairman will receive 66.000 euro per year, the Vice Chairman
42.000 euro per year and the other members 33.600 euro per year. A fee payable
for each meeting of the Board and its committees would 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 proposed
to paid according to Kemira's travel policy.

In addition, the Nomination Committee proposes to the Annual General Meeting
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, 2010.

The Nomination Committee considers that the increasing and long-term share
ownership by the members of the Board of Directors is for the benefit of all
shareholders. Transfer to and, if necessary, acquisition of the shares directly
on behalf of the members of the Board of Directors based on the decision of the
Annual General Meeting is, according to insider regulations, an acceptable way
to acquire shares of Kemira.

The meeting fees are proposed to be paid in cash.

Resolution 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

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

Ms. Kerttu Tuomas (b. 1957), B.Sc. (Econ.) is the Executive Vice President,
Human Resources of KONE Corporation and a member of the Executive Board since
2002. She has previously served as Group Vice President, Human Resources of
Elcoteq Network Corporation in 2000-2002 and as Personnel & Organization Manager
of Masterfoods Oy in 1994-1999. Kerttu Tuomas is a member of the Board of JTO
School of Management.
Resolution on the remuneration of the auditor and election 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.

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.

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 4,156,957 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 Helsinki 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 the Helsinki Stock Exchange and Euroclear Finland Ltd.

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 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 15,534,256 new shares and/or
transfer a maximum of 7,767,128 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 payment of the annual fee
payable to the members of the Board of Directors or 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 the end of the next Annual General
Meeting.

Proposal of the Board of Directors for donation to the Aalto University
Foundation

Kemira's Board of Directors proposes to the Annual General Meeting, that the
Annual General Meeting approves a donation in the amount of 500.000 euro to the
Aalto University Foundation to be used for the Aalto University Foundation's
basic capital.


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



For further information please contact

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 is a global 2.5 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. Its
paints and coatings business, Tikkurila, aims to be the market leader in
decorative paints and selected wood and metal coatings in chosen markets.

www.kemira.com <http://www.kemira.com/>
www.waterfootprintkemira.com <http://www.waterfootprintkemira.com/>

DISCLAIMER

Laws of certain jurisdictions may impose restrictions on the distribution of
this release and the share dividend. This release does not constitute an offer
to sell or a solicitation to buy any shares in any jurisdiction to any person to
whom it is unlawful to make such an offer in such jurisdiction. No actions have
been taken to register or qualify the share dividend or otherwise to permit a
public offering of the Tikkurila shares in any jurisdiction outside of Finland.
Persons into whose possession this release comes must inform themselves of and
observe all such restrictions. In particular, the dividend shares have not been,
and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or under the securities laws of any state of the United
States and, accordingly, may not be offered or sold, directly or indirectly, in
or into the United States (as defined in Regulation S), unless registered under
the Securities Act or where such registration is not required.

SEB Enskilda is acting exclusively for Kemira and Tikkurila and no one else in
connection with the share dividend. It will not regard any other person (whether
or not a recipient of this release) as its client in relation to the share
dividend and will not be responsible to anyone other than Kemira and Tikkurila
for providing the protections afforded to its clients, nor for giving advice in
relation to the share dividend or any transaction or arrangement referred to
herein. No representation or warranty, express or implied, is made by SEB
Enskilda as to the accuracy, completeness or verification of the information set
forth in this release, and nothing contained in this release is, or shall be
relied upon as, a promise or representation in this respect, whether as to the
past or the future. SEB Enskilda assumes no responsibility for its accuracy,
completeness or verification and, accordingly, disclaim, to the fullest extent
permitted by applicable law, any and all liability which it may otherwise be
found to have in respect of this release or any such statement.




[HUG#1381924]

Attachments:

Link to the release (Pdf).pdf