Kemira Oyj - Notice to general meeting

Kemira Oyj: Notice of Annual General Meeting

Kemira Oyj
Stock exchange release
February 27, 2012 at 8.00 am (CET+1)


The shareholders of Kemira Oyj ("Kemira") are invited to the Annual General
Meeting to be held on Wednesday, March 21, 2012 at 1.00 p.m. at Marina Congress
Center, Katajanokanlaituri 6, Helsinki, Finland. The reception of persons who
have given notification to attend the meeting will begin at noon.

A.   Matters on the agenda of the Annual General Meeting

The following matters will be considered at the Annual General Meeting

  1. Opening of the meeting

  2. Calling the meeting to order

  3. Election of the persons to confirm the minutes and to supervise the
     counting of the votes

  4. Recording the legality of the meeting

  5. Recording the attendance at the meeting and adoption of the list of votes

  6. Presentation of the financial statements, the consolidated financial
     statements, the report of the Board of Directors and the auditor's reports
     for 2011

     - Review by the President and CEO

  7. Adoption of the financial statements and the consolidated financial
     statements

  8. Resolution on the use of the profit shown on the balance sheet and the
     payment of dividend

     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.

  9. Resolution on the discharge of the members of the Board of Directors, the
     President and CEO and the deputy CEO from liability

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

     The Nomination Board proposes to the Annual General Meeting that the
     remuneration paid to the members of the Board of Directors will remain
     unchanged. The fees would thus be as follows: the Chairman will receive
     74,000 euro per year, the Vice Chairman 45,000 euro per year and the other
     members 36,000 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 Board 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, 2012.

     The meeting fees are proposed to be paid in cash.

 11. 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 Board proposes to the Annual General Meeting that six
     members be elected to the Board of Directors and that the present members
     Elizabeth Armstrong, Winnie Fok, Juha Laaksonen, Kerttu Tuomas and Jukka
     Viinanen be re-elected as members of the Board of Directors and Jari
     Paasikivi be elected as a new member of the Board of Directors. The
     Nomination Board proposes that Jukka Viinanen will be elected as a new
     Chairman of the Board of Directors and that Jari Paasikivi will be elected
     as a new Vice Chairman.

     Mr. Jari Paasikivi (b. 1954), M.Sc. (Econ.) is currently working as
     President and CEO of Oras Invest Ltd. He is currently also the Chairman of
     the Board of Tikkurila Oyj and Uponor Oyj and a Board member of Oras Oy.

     Information on the individuals proposed to be elected as the members of the
     Board of Directors is available at Kemira's website atwww.kemira.com >
     Investors > Corporate Governance > Annual General Meeting > Annual General
     Meeting 2012.

 12. 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.

 13. 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.

 14. 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."

 15. 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.

 16. 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.

 17. 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.

 18. Closing of the meeting

B.   Documents of the Annual General Meeting


Documents concerning Kemira's financial statements, the proposals of the Board
of Directors and the Nomination Board, this notice and other documents required
by the Finnish Companies Act and the Finnish Securities Market Act are available
for inspection by shareholders as from February 27, 2012, at the Company's web
site at www.kemira.com > Investors > Corporate Governance > Annual General
Meeting > Annual General Meeting 2012. The proposals and the other documents
mentioned above are available at the Annual General Meeting. The Minutes of the
Annual General Meeting are available in the above mentioned web site no later
than on April 4, 2012.

C.   Instructions for the participants in the Annual General Meeting


1.    Shareholders registered in the shareholders' register

A shareholder who on the record date of the Annual General Meeting, March
9, 2012, is registered in the company's shareholders' register maintained by
Euroclear Finland Ltd, is entitled to attend and participate in the Annual
General Meeting. A shareholder, whose shares have been recorded in his/her
personal book-entry account, is registered in the company's shareholders'
register.

A shareholder wishing to participate in the Annual General Meeting shall
register his/her/its participation to the meeting no later than on Friday March
16, 2012 at 4:00 p.m. Registration may be made as follows:

  a) through Kemira's website at the address www.kemira.com.

  b) by letter to the address Kemira Oyj, Tea Salminen, P.O. Box 330, FI-00101
Helsinki, Finland;

  c) by fax at +358 10 862 1197, Kemira Oyj, Tea Salminen; or

  d) by telephone at +358 10 862 1703, Tea Salminen, weekdays 1-4 p.m.

In connection with the registration, the shareholder shall notify his/her/its
name, personal identification number/company identification number, address,
telephone number and the name of the possible assistant, proxy representative or
statutory representative and personal identification number of the proxy
representative. The personal data given to Kemira is used only in connection
with the Annual General Meeting and with the processing of related
registrations.

2.    Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of such shares based on which he/she would be entitled
to be registered in the shareholders' register of the company held by Euroclear
Finland Ltd on March 9, 2012. The participation in the Annual General Meeting
requires, in addition, that the shareholder on the basis of such shares has been
temporarily entered in the shareholders' register held by Euroclear Finland Ltd
at the latest by March 16, 2012 at 10:00 a.m. As regards nominee registered
shares this constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the shareholders'
register, the issuing of proxy documents and registration for the Annual General
Meeting from his/her custodian bank. The account management organization of the
custodian bank shall register a holder of nominee registered shares, who wants
to participate in the Annual General Meeting, temporarily into the shareholders'
register of the company at the latest by the time stated above.

3.    Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the meeting by way of proxy representation. A proxy representative
shall produce a dated proxy document or otherwise demonstrate in a reliable
manner his/her right to represent the shareholder at the Annual General Meeting.
When a shareholder participates in the General Meeting by means of several proxy
representatives representing the shareholder with shares at different securities
accounts, the shares by which each proxy representative represents the
shareholder shall be identified in connection with the registration for the
general meeting.

A proxy for representing a shareholder at the meeting is requested to be
delivered together with the notice to attend the meeting by March 16, 2012 at
4:00 p.m. at the latest.

4.    Other information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to present questions
with respect to the matters to be considered at the meeting.

The total number of shares and votes in Kemira as of the date of this notice,
February 7, 2012, is 155,342,557.

Helsinki, February 7, 2012

Kemira Oyj

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#1588867]

Attachments:

Notice of the Annual General Meeting.pdf