The Company has in its possession 4,190,000 shares that were purchased on the basis of the previously valid authorization granted by the Annual General Meeting. The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorize the Board to decide on the transfer of the shares at a price decided by the Board of Directors. The consideration may be also other than cash consideration. The shares may be sold through Helsinki Exchanges, or they can be used as consideration in potential mergers or acquisitions, or used in lieu of cash for the payment of bonuses and incentive compensation that may be payable to personnel or management. It is proposed that the authorization be valid until 6 April 2005.
Kemira's main shareholder, the Finnish State, proposes to the Annual General Meeting that seven members be elected to the Board of Directors, and that the present members Elizabeth Armstrong, Eija Malmivirta, Ove Mattsson, Anssi Soila and Markku Tapio be elected to seats on the Board of Directors, as well as Heikki Bergholm and Kaija Pehu-Lehtonen as new members. Heikki Bergholm's current position is managing director of Suominen Yhtymä Oyj and that of Kaija Pehu-Lehtonen is site manager, Oy Metsä-Botnia Ab Rauma pulp mill. It is proposed that the present Chairman Anssi Soila and Vice Chairman Eija Malmivirta be re-elected to their respective posts.
The Finnish State proposes the election of a Nomination Committee to prepare proposals concerning members of the Board of Directors and directors' remuneration for presentation to the next Annual General Meeting in 2005. The representatives of a few of the largest shareholders will elect among them members to the Nomination Committee, including the Chairman of the Board of Directors as an expert member.
The Board of Directors proposes that a dividend of EUR 0.33 per share be paid to shareholders who are registered in the Shareholder Register kept by the Finnish Central Securities Depository Ltd on the record date. According to a decision of the Board of Directors, the record date for the dividend payout is 13 April 2004. The Board of Directors proposes to the Annual General Meeting that the dividend be paid out on 20 April 2004.
The financial statements and proposals will be available for inspection by shareholders as of Monday, 29 March 2004, in Kemira House, Porkkalankatu 3, Helsinki.
The Annual General Meeting of Kemira Oyj will be held on Tuesday 6 April 2004 at 4 p.m. in Kemira House, Porkkalankatu 3, Helsinki.
For further information, contact:
Kemira Oyj
Kaj Friman, Group Treasurer
Secretary to the Supervisory Board and Board of Directors
Tel. +358 10 8611
GSM +358 50 62 626