Kemira Oyj - Company Announcement

Kemira Oyj: Proposals of the Board of Directors and the Nomination Committee to the Annual General Meeting 2011

Kemira Oyj
Stock Exchange Release
February 09, 2011 at 8.45 am (CET+1)


Kemira Oyj: Proposals of the Board of Directors and the Nomination Committee to
the Annual General Meeting 2011

Following proposals will be submitted 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
  * Proposal of the Board of Directors for the establishment of the Nomination
    Board


The Annual General Meeting of Kemira Oyj will be held in the Marina Congress
Center, Katajanokanlaituri 6, Helsinki, Finland on Tuesday, March 22, 2011, at
1.00 pm. The invitation will be published on February 24, 2011 in Helsingin
Sanomat, Kauppalehti and on Kemira's website.

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

The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.48 per share be paid based on the adopted balance sheet for the financial
year which ended on December 31, 2010. 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, March 25, 2011. The Board of
Directors proposes that the dividend be paid out on April 1, 2011.

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

The Board of Directors of Kemira Oyj decided on March 16, 2010, to assemble a
Nomination Committee to prepare a proposal for the Annual General Meeting
concerning the composition and remuneration of the Board of Directors. Kemira's
Nomination Committee members are Jari Paasikivi, President and CEO of Oras
Invest Oy; Kari Järvinen, Managing Director of Solidium Oy; Risto Murto, Chief
Investment Officer, Varma Mutual Pension Insurance Company; Timo Ritakallio,
Deputy CEO, Ilmarinen Mutual Pension Insurance Company and the Chairman of the
Board of Directors Pekka Paasikivi as an expert member.

The Nomination Committee proposes to the Annual General Meeting that the
remuneration paid to the members of the Board of Directors will 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 be
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, 2011.
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, Kerttu
Tuomas and Jukka Viinanen be re-elected as members of the Board of Directors and
Winnie Kin Wah Fok 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. Winnie Kin Wah Fok (b. 1956). Bachelor of Commerce, (University of New South
Wales, Australia) is currently working as a Senior Advisor of Investor AB and of
Husqvarna Group. She is currently also a Board member of AB SKF, Volvo Car
Corporation and G4S plc. (UK). She is a citizen of Hong Kong, China.

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 > Annual General Meeting > Annual General
Meeting 2011.

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.

Election of the auditor

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 4,500,000 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.

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, 2012.

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 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


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, 2011 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, 2011 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, 2012.

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.


For more information, please contact

Kemira Oyj
Jukka Hakkila, Group General Counsel
Tel. +358 10 862 1690

Tero Huovinen, Director, Investor Relations
Tel. +358 10 862 1980




Kemira is a global two 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.

www.kemira.com
www.waterfootprintkemira.com



[HUG#1486654]

Attachments:

Link to the release (.pdf).pdf