Kemira Oyj - Notice to general meeting

Kemira Oyj: Notice of Annual General Meeting

Kemira Oyj
Stock Exchange Release
February 25, 2016 at 8.00 am (CET+1)


The shareholders of Kemira Oyj ("Kemira") are invited to the Annual General
Meeting to be held on Monday, March 21, 2016 at 1.00 pm 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 2015

    - 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, 2015. 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 23, 2016. The Board of Directors proposes that the dividend
    be paid out on April 6, 2016.
  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 annual
     fees paid to the members of the Board of Directors would remain unchanged.
     The annual fees would thus be as follows: for the Chairman EUR 80,000, for
     the Vice Chairman and the Chairman of the Audit Committee EUR 49,000 and
     for the other members EUR 39,000 per year.

     The Nomination Board proposes to the Annual General Meeting that the fee
     payable for each meeting of the Board of Directors and the Board Committees
     would remain unchanged. A fee payable for each meeting would thus be as
     follows; members residing in Finland EUR 600, for the members residing in
     rest of Europe EUR 1,200 and for the members residing outside Europe EUR
     2,400. Travel expenses are proposed to be 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, 2016.

     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 seven
     (previously six) members be elected to the Board of Directors and that the
     present members Wolfgang Büchele, Winnie Fok, Juha Laaksonen, Timo
     Lappalainen, Jari Paasikivi and Kerttu Tuomas be re-elected as members of
     the Board of Directors. The Nomination Board proposes that Kaisa Hietala be
     elected as new member of the Board of Directors.

     The Nomination Board proposes that Jari Paasikivi will be re-elected as the
     Chairman of the Board of Directors and that Kerttu Tuomas 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 > Annual General Meeting > Annual General
     Meeting 2016.
 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 the company.
 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 4,800,000
     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
     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 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 it 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 plans.

     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, 2017.
 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 25, 2016, at the company's web
site at www.kemira.com > Investors > Corporate governance > Annual General
Meeting > Annual General Meeting 2016. 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, 2016.

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 Annual General Meeting, March 9, 2016,
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 Wednesday
March 16, 2016 at 4.00 pm. Registration may be made as follows:

a) through Kemira's website at the address www.kemira.com
b) by telephone at +358 20 770 6886, weekdays 9 am-4 pm
c) by fax at +358 10 862 1119, Kemira Oyj, Anna Kosunen or
d) by letter to the address Kemira Oyj, Anna Kosunen, P.O. Box 330,   FI-00101
Helsinki, Finland

In connection with the registraion, 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, 2016. 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, 2016 at 10.00 am. As regards nominee registered
shares this constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request well in advance
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 16, 2016 at
4.00 pm 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 10, 2016, is 155,342,557.

Helsinki, February 10, 2016
Kemira Oyj
Board of Directors

For more information, please contact:

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

Olli Turunen, Vice President, Investor Relations
Tel. +358 10 862 1255

Kemira is a global chemicals company serving customers in water-intensive
industries. We provide expertise, application know-how and chemicals that
improve our customers' water, energy and raw material efficiency. Our focus is
on pulp & paper, oil & gas, mining and water treatment. In 2015, Kemira had
annual revenue of EUR 2.4 billion and around 4,700 employees. Kemira shares are
listed on the Nasdaq Helsinki Ltd.
www.kemira.com



[HUG#1988888]

Bifogade filer:

Link to the release.pdf