Kemira Oyj
Stock Exchange Release
April 9, 2020 at 9.30 am (CET+1)
Kemira Oyj: Notice to the Annual General Meeting
The shareholders of Kemira Oyj (“Kemira”) are invited to the Annual General Meeting to be held on Tuesday, May 5, 2020 at 10:00 a.m. at Kämp Symposion, Kluuvikatu 4B, Helsinki, Finland. The reception of persons who have given notification to attend the meeting will begin at 9:00 a.m.
The Board of Directors of Kemira asks the shareholders to kindly note that, due to the coronavirus pandemic, the Annual General Meeting will only be held at the above-mentioned time and place if the number of shareholders attending the meeting is small enough to allow the meeting to be arranged in accordance and in line with the restrictions set by the Finnish authorities, particularly with respect to the restrictions on public gatherings. The participation of members of the Board of Directors and the Kemira Management Board will be limited to a minimum. No coffee or refreshments will be served at the meeting. To ensure that the Annual General Meeting can be held and important decisions can be made, all shareholders are strongly encouraged to follow the meeting remotely through a live webcast and/or exercise their voting rights by way of proxy representation. More details on the live webcast and proxy representation available to shareholders are provided in Sections C and D below.
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 2019
- 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, instead of a direct resolution on dividend payment, the Annual General Meeting authorize the Board of Directors to decide, in its discretion, upon the payment of a dividend in the maximum amount of EUR 0.56 per share.
The dividend payment authorization is valid until the end of the next Annual General Meeting. The authorization would be used to pay dividend in two installments during the validity of the authorization, unless the Board of Directors decides otherwise for a justified reason. The Board of Directors would make separate resolutions on the amount and timing of each dividend with preliminary record and payment dates stated below.
The Board of Directors expects to decide upon the payment of the first installment of the dividend, EUR 0,28, on May 5, 2020, so that the first installment would be paid to a shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date for the dividend payment, May 7, 2020. The payment date of the first installment of the dividend would then be May 14, 2020.
Preliminary record date and preliminary payment date for the second installment are October 29, 2020 and November 5, 2020.
Kemira will announce each resolution of the Board of Directors separately and confirm the relevant record and payment dates in such announcements.
Each installment would be paid to a shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date of the relevant installment.
For the avoidance of doubt, the Board of Directors proposes to the Annual General Meeting that no dividend is paid directly by a resolution of the Annual General Meeting based on the adopted balance sheet for the financial year which ended on December 31, 2019.
9. Resolution on the discharge of the members of the Board of Directors, the President and CEO and the deputy CEO from liability
10. Presentation of Remuneration Policy for Governing Bodies
The policy is available on the company’s website at www.kemira.com > Company > Investors > Corporate governance > Annual General Meeting > Annual General Meeting 2020.
11. 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 remuneration paid to the members of the Board of Directors would thus be as follows. The annual fees: for the Chairman EUR 92,000 per year, for the Vice Chairman and the Chairman of the Audit Committee EUR 55,000 per year and for the other members EUR 44,000 per year. A fee payable for each meeting of the Board of Directors and the Board Committees would thus be as follows: for the 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 Kemira 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, 2020.
The meeting fees are proposed to be paid in cash.
12. 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 members (previously six) be elected to the Board of Directors and that the present members Wolfgang Büchele, Shirley Cunningham, Kaisa Hietala, Timo Lappalainen, Jari Paasikivi and Kerttu Tuomas be re-elected as members of the Board of Directors. The Nomination Board proposes that Werner Fuhrmann be elected as new member of the Board of Directors. In addition, the Nomination Board proposes that Jari Paasikivi be re-elected as the Chairman of the Board of Directors and Kerttu Tuomas be re-elected as the Vice Chairman.
All the nominees have given their consent to the election and are independent of the company and of the company’s significant shareholders except for Jari Paasikivi, who is not independent of a significant shareholder as he is the Chairman of the Board of Directors of Oras Invest Oy and Oras Invest Oy owns over 10% of Kemira Oyj’s shares.
Information on the individuals proposed to be elected as the members of the Board of Directors is available on Kemira’s website at www.kemira.com > Company > Investors > Corporate governance > Annual General Meeting > Annual General Meeting 2020.
13. 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 based on invoicing approved by the company.
14. Election of the auditor
The Board of Directors proposes to the Annual General Meeting on the recommendation of the Audit Committee that Ernst & Young Oy be elected as the company’s auditor with Mikko Rytilahti, APA, acting as the principal auditor.
The recommendation of the Audit Committee is free from influence by a third party and no clause of the kind referred to in paragraph 6 of the Article 16 of the EU Audit Regulation (537/2014) has been imposed upon it which would restrict the Annual General Meeting’s decision making relating to the election of auditor.
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 5,400,000 company’s own shares (“Share repurchase authorization”).
Shares shall 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 Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) 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 Nasdaq Helsinki and the rules of Euroclear Finland as well as other applicable regulations.
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 shall 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 through one or several share issues 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 shall decide upon other terms related to the share issues.
The Share issue authorization is valid until May 31, 2021.
17. Closing of the meeting
B. Documents of the Annual General Meeting
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 on the company’s website at www.kemira.com > Company > Investors > Corporate governance > Annual General Meeting > Annual General Meeting 2020. Documents concerning Kemira’s financial statements (as well as the remuneration policy) are available on the above-mentioned website. The proposals and the other documents mentioned above are available at the Annual General Meeting. The Minutes of the Annual General Meeting are available on the above-mentioned website no later than on May 19, 2020.
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, April 22, 2020, is registered in the company’s shareholders’ register maintained by Euroclear Finland Oy, 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 April 29, 2020 at 10:00 a.m. A shareholder, who/which registered for the Annual General Meeting that was originally convened to be held on March 25, 2020, must re-register for the Annual General Meeting, if he/she/it wishes to participate. 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 9:00 a.m.–4:00 p.m.; or
c) by letter to the address Kemira Oyj, AGM, P.O. Box 330, FI-00101 Helsinki, Finland.
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 Oy on April 22, 2020. 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 Oy at the latest by April 29, 2020 at 10:00 a.m. As regards nominee registered shares this constitutes due registration for the Annual General Meeting. A holder of nominee registered shares, who/which registered for the Annual General Meeting that was originally convened to be held on March 25, 2020, must re-register for the Annual General Meeting, if he/she/it wishes to participate.
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
Shareholders are strongly encouraged to exercise their voting rights at the Annual General Meeting by using the proxy service provided by Kemira. A shareholder may use the proxy service by filling out the proxy form attached and providing a proxy to Kemira’s Group General Counsel, Jukka Hakkila, or his order. The proxy may contain specific voting instructions. A scanned copy or photo format of the proxy form may be sent by email or mail to the email address/postal address provided below.
A shareholder may also decide to issue a proxy to another person at his/her discretion, however, it should be noted that each additional proxy holder will increase the number of participants of the meeting by one person. Such 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 Annual 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 Annual General Meeting.
All proxy documents are requested to be delivered together with the notice to attend the meeting by April 29, 2020 at 10:00 a.m. at the latest by email: legal@kemira.com or by mail Kemira Oyj, AGM, P.O. Box 330, FI-00101 Helsinki, Finland.
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 ask 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, April 8, 2020, is 155,342,557.
D. Following the Annual General Meeting through a live webcast
Due to the coronavirus pandemic, shareholders, who have registered to participate in the Annual General Meeting, are strongly encouraged to follow the Annual General Meeting remotely through a live webcast. A shareholder who chooses to follow the meeting through a live webcast will not be recorded as a participant in the Annual General Meeting. Accordingly, such shareholders will not have the possibility to address the meeting or participate in any vote (except through a proxy representative). Shareholders may, however, submit questions related to the matters on the agenda by May 4, 2020 at 4:00 p.m. at the latest by email: legal@kemira.com or by mail Kemira Oyj, AGM, P.O. Box 330, FI-00101 Helsinki, Finland.
A shareholder, who has registered to participate in the Annual General Meeting, wishing to follow the Annual General Meeting remotely through the live webcast, shall order the link to the live webcast of the meeting. To order the link, shareholders will need verified user access codes or mobile bank access codes provided by a Finnish bank. The link can be ordered from the following booking form: Link to the form
The link to the booking form is also available at the company’s website at www.kemira.com > Company > Investors > Corporate governance > Annual General Meeting > Annual General Meeting 2020.
In Helsinki, April 8, 2020
Kemira Oyj
Board of Directors
For more information, please contact:
Kemira Oyj
Jukka Hakkila, Group General Counsel
Tel. +358 10 862 1690
Mikko Pohjala, Vice President, Investor Relations
Tel. +358 40 838 0709
Kemira is a global chemicals company serving customers in water intensive industries. We provide best suited products and expertise to improve our customers’ product quality, process and resource efficiency. Our focus is on pulp & paper, oil & gas and water treatment. In 2019, Kemira had annual revenue of around EUR 2.7 billion and over 5,000 employees. Kemira shares are listed on the Nasdaq Helsinki Ltd. www.kemira.com
Attachment
