2007-07-13 10:15:10 CEST

2007-07-13 10:15:10 CEST


REGULATED INFORMATION

English
Kemira GrowHow Oyj - Company Announcement

Statement of the Boad of Directors of Kemira GrowHow Oyj with regard to Yara International A.S.A. s Mandatory Tender Offer



Yara International A.S.A. (Yara) has on 24 May 2007 acquired from
Kemira GrowHow Oyj's (GrowHow) biggest shareholder the State of
Finland its shares in GrowHow (Transaction), whereby Yara became on
24 May 2007 the owner of approximately 30.05% of the shares and votes
in GrowHow. The price paid for the shares in the Transaction was
12.12 EUR per each GrowHow share. The price paid was a cash
consideration.

As a result of the Transaction Yara's holding exceeds three-tenths
(3/10) of the votes in GrowHow and Yara is under the obligation to
launch a mandatory tender offer for the remaining shares in GrowHow
in accordance with the Chapter 6 Section 10 of the Finnish Securities
Markets Act.

Yara has on 24 May 2007 announced that it will make a mandatory
tender offer (Tender Offer) for the remaining shares in GrowHow. The
offered cash consideration per share is 12.12 EUR (Offer
Consideration) and the Tender Offer period commences on 20 July 2007.
Subject to the completion of the Tender Offer the Offeror will pay
interest on the Offer Consideration at the rate of five (5) percent
per annum from the date of receipt (excluding the date of receipt) of
acceptance of the Tender Offer until the payment (including the date
of payment) of the Offer Consideration.

The offer consideration per share is 30.7% higher than the closing
price of the GrowHow share on the Helsinki Stock Exchange prior to
the obligation to launch a Tender Offer, 30.8% higher than the
volume- weighed average trading price of the shares of GrowHow on the
Helsinki Stock Exchange during the three (3) months preceding the
obligation to launch a Tender Offer and 58.0% higher than the
volume-weighed average trading price during the last twelve (12)
months preceding the obligation to launch a Tender Offer, however,
excluding the Transaction. Additionally the offer consideration
represents a premium of 17.1% to GrowHow's all time high traded share
price of 10.35 EUR.

Yara's Tender Offer is conditional on the relevant regulatory
approvals. In the combination agreement Yara is committed to
accommodate the concerns of the authorities to assure the necessary
approvals.

The Board of Directors of GrowHow issues its statement pursuant to
Chapter 6, Section 6 of the Securities Markets Act having received
from Yara its Tender Offer Document on 13 July 2007. The Tender Offer
Document is intended to be published on 18 July 2007.

Statement of the Board of Directors of Kemira GrowHow Oyj

The Board of Directors of GrowHow has in this statement assessed the
Tender Offer and its conditions based on the Tender Offer Document
(unpublished) prepared by Yara.

The Board of Directors of GrowHow regards Yara as a strategic buyer
interested in expanding its activities into new markets. GrowHow's
phosphates mining activities and end product knowhow increase and
complement Yara's current activities.

The Board of Directors of GrowHow considers that Yara's global sales
and marketing network benefit both the Finnish and the other European
industrial activities of GrowHow. The greater size and financial
strength can be seen as creating stability with respect to the
company, its clients and employees. The afore mentioned are expected
to form a solid platform to further develop GrowHow's asset base and
its customer offerings as well as create substantial new
opportunities for GrowHow's employees. Due to the limited overlap in
the operations of GrowHow and Yara the combination's impact on the
personnel in the opinion of the Board of Directors of GrowHow is
minor.

The Board of Directors of GrowHow has for the purpose of attaining
support in its assessment of the Tender Offer requested from its
financial advisor Lehman Brothers Europe Limited, an investment bank
(Lehman), a fairness opinion regarding the Tender Offer. In
accordance with Lehman's fairness opinion dated 24th May 2007 the
Tender Offer's Offer Consideration to the shareholders is from a
financial point of view fair taking into consideration the
assumptions stated in Lehman's fairness opinion. The Board of
Directors has also evaluated other strategic options to develop the
activities of the company.

The Board of Directors of GrowHow has unanimously decided to
recommend to the shareholders to accept the Tender Offer after having
reviewed the Tender Offer Document and having received Lehman's
fairness opinion dated 24th May 2007, according to which the Offer
Consideration at the date of issuing the opinion is from a financial
point of view fair to the shareholders. The Board of Directors in its
entirety has participated in the issuance of this statement.

Helsinki 13 July 2007

Kemira GrowHow Oyj
Board of Directors


KEMIRA GROWHOW OYJ'S PERSONNEL REPRESENTATIVES' STATEMENT WITH
RESPECT TO YARA'S TENDER OFFER

The past years during the 21st century have in Kemira GrowHow Oyj
been years of big changes. The changes have also had effects on the
personnel, which have been both positive and negative. In Finland the
number of personnel has decreased, but for the most part through
retirement. In the operations abroad the personnel has experienced
also redundancies. The decrease of personnel has increased pressures
at work both through work load and expanded areas of responsibility.

The most recent change concerning Kemira GrowHow Oyj is Yara's tender
offer. The personnel in Finland as a whole has taken the matter
calmly and partly with positive expectations because it is evident
that Kemira GrowHow Oyj jobs in Finland will mainly remain and
because through improved competitiveness the jobs in the future are
on an even more stable foundation. On the other hand it is
unfortunately foreseeable that in some cases jobs are on the line.

The personnel's cause of worry at this phase of the acquisition
process is the fate of the personnel benefits in Kemira GrowHow Oyj.
The personnel's unambiguous stand is to maintain the benefits as they
are.

One of the main themes in developing Kemira GrowHow's competitiveness
has been the development of the organization and processes. The
personnel has been actively involved in the development of the
processes and the procedures. The personnel continues to bear its
responsibility for the development work, but at the same time
recognizes its responsibility for the individuals. The personnel
wishes to see that the promises that have been made in the course of
the acquisition process hold and that they enable the continuous
development of the production processes and activities and thus
provide the personnel with a work place that opens up even more ample
opportunities in the future.

We feel that it is important that the personnel representatives are
able to participate in the discussions that in any way effect the
personnel's position in the coming company.

Helsinki 13 July 2007

Ari-Pekka Kauppinen, Personnel representative (Chemical Industry
Employees)
Marja-Leena Tuominen, Personnel representative (Office and Technician
Employees)
Olli Härmälä, Personnel representative

For additional information please contact:
Kemira GrowHow Oyj
Kaj Friman
CFO
tel. +358 50 62 626

Distribution:
Helsinki Stock Exchange
Media


Kemira GrowHow Oyj is one of the leading producers of fertiliser and
feed phosphates in Europe. Kemira GrowHow develops and markets
fertilisers and integrated solutions for crop cultivation, animal
feed supplements and chemicals required in various industries. The
company has approximately 2,500 employees worldwide and in 2006 net
sales were 1.2 billion euros. Kemira GrowHow Oyj is listed on the
Helsinki Stock Exchange. www.kemira-growhow.com