Kemira Oyj - Notice to general meeting

Kemira Oyj: Notice of Annual General Meeting

Kemira Oyj
Stock exchange release
March 1, 2013 at 8.00 am (CET+1)

The shareholders of Kemira Oyj ("Kemira") are invited to the Annual General
Meeting to be held on Tuesday, March 26, 2013 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 2012

     - 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, 2012. 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, April 2, 2013. The Board of Directors proposes that the
     dividend be paid out on April 9, 2013.

  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, except that the annual fee payable to the Chairman of the Audit
     Committee, when he is not the Chairman or the Vice Chairman of the Board of
     Directors, is proposed to be increased to 45,000 euro from 36,000 euro
     payable to the other members of the Board of Directors. The reason for this
     proposal is the big workload of the Chairman of the Audit Committee.

     The remuneration paid to the members of the Board of Directors would thus
     be as follows. The annual fees: for the Chairman 74,000 euro per year, for
     the Vice Chairman and the Chairman of the Audit Committee 45,000 euro per
     year and for the other members 36,000 euro per year. A fee payable for each
     meeting of the Board of Directors and the Board 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, 2013.

     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 five
     members be elected to the Board of Directors and that the present members
     Winnie Fok, Juha Laaksonen, Jari Paasikivi, Kerttu Tuomas and Jukka
     Viinanen be re-elected as members of the Board of Directors. The Nomination
     Board proposes that Jukka Viinanen will be re-elected as the Chairman of
     the Board of Directors and that Jari Paasikivi will be re-elected as the
     Vice Chairman.

     Information on the individuals proposed to be elected as the members of the
     Board of Directors is available at Kemira's website at www.kemira.com >
     Investors > Corporate Governance > Group Management > Board of Directors.

 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 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.

 15. 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, 2014.

 16. 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 28, 2013, at the company's web
site at www.kemira.com > Investors > Corporate Governance > Annual General
Meeting > Annual General Meeting 2013. 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 9, 2013.

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
14, 2013, 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 Thursday
March 21, 2013 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 14, 2013. 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 21, 2013 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 operator 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 21, 2013 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 6, 2013, is 155,342,557.


Helsinki, February 6, 2013

Kemira Oyj
Board of Directors


For more information, please contact

Kemira Oyj
Jukka Hakkila, Group General Counsel
+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.

www.kemira.com
www.waterfootprintkemira.com


[HUG#1682122]

Attachments:

Link to the release.pdf