Annual General Meeting of Kemira Ltd will be held on Tuesday, 5 April 2005 at 4.00 p.m. at the Kemira House, Porkkalankatu 3, Helsinki, Finland. The invitation to the Annual General Meeting will be published later.
Agenda of the meeting:
1. The matters to be addressed at the annual general meeting as set out in Article 20 of the Company's Articles of Association
2. Dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0,34 per share be paid for the year 2004. The dividend will be paid to a shareholder who is registered in the Company's Shareholder Register kept by Finnish Central Securities Depository Ltd on the record date, 8 April 2005. The Board of Directors proposes that the dividend be paid out on 15 April 2005.
It is proposed that EUR 500,000 be reserved for general, non-profit or similar purposes.
3. Proposal of the Board of Directors' to authorize the Board of Directors to resolve to repurchase the Company's own shares
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to resolve to repurchase shares in the company by using funds available for distribution of earnings. The maximum number of shares to be repurchased is 8,259,570. The amount together with the shares already owned by the Company corresponds to 10 per cent of the share capital of the Company and the total voting rights. The proposal is based on the assumption that the amendment of the Finnish Companies Act will be passed by the Parliament prior to or during the validity of the proposed authorization. Therefore, the authorization shall amount to a maximum of 2,034,785 shares only, in the event that the proposed amendment mentioned above does not enter into force during the one-year validity of the proposed authorization.
The repurchase of shares in the company will reduce the company's distributable retained earnings.
The shares may be repurchased in order to finance acquisitions of assets belonging to the field of business of the company, to develop the capital structure of the Company, to improve the liquidity of the shares of the company, to grant incentives to members of the personnel (in connection with the Share Ownership Plan 2004 or otherwise) or to be transferred in other ways, or to be cancelled.
The shares can be repurchased either through a tender offer made to all the shareholders on equal terms and for an equal price determined by the Board; or through public trading in which case the shares will be repurchased in another proportion than that of holdings of the current shareholders. The Company may enter into derivative, share lending or other arrangements within applicable regulatory limits, whereby the repurchase price is based on the market price of the share in public trading.
The authorization is proposed to be effective until April 5, 2006.
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on the transfer of a maximum of 12,449,570 own shares.
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 has proposed that the Annual General Meeting authorise the Board of Directors to resolve upon a further repurchase of a maximum of 8,259,570 own shares.
The Board of Directors shall have the right to decide on the recipients, terms and conditions and number of shares to be transferred. The shares can be transferred at a price decided by the Board of Directors. The consideration can be other than cash consideration. The Board of Directors shall have the right to decide on transfer of shares in disapplication of the shareholders' pre-emptive rights providing that there is a weighty economic reason for the transfer, such as the financing or implementation of mergers, acquisitions and similar arrangements as well as the provision of incentives for the personnel or management including the transfer according to the Share Ownership Plan 2004. For the purpose of providing an incentive, shares can be transferred, in disapplication of the shareholders' pre-emptive rights, also to the Chief Executive Officer and Chief Executive's deputy, both of which are Company insiders, and whose proportion of the Company's share capital and the voting rights conferred by all the shares in the Company (including the own shares in the Company's possession and the stock options in accordance with the 2001 stock option programme) was less than 0.1% on 7 February 2005. The corresponding proportion of the mentioned insiders cannot be calculated at this stage, but their proportion of shares which may be transferred via the incentive scheme must not exceed 0.5% of the Company's share capital and the voting rights conferred by all the shares in the Company. The shares can also be transferred by selling them in public trading.
It is proposed that the authorization be valid for one year from the Annual General Meeting up to 5 April 2006. The authorization granted by the Annual General Meeting on 6 April 2004 shall be cancelled at the same time.
5. Composition 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, Heikki Bergholm Eija Malmivirta, Ove Mattsson, Kaija Pehu-Lehtonen, Anssi Soila and Markku Tapio be re-elected as members of the Board of Directors. It is proposed that the present Chairman and Vice Chairman be re-elected.
6. Election of the auditor
The Ministry of Trade and Industry, representing the Republic of Finland as a shareholder proposes to the Annual General Meeting that the Company's present auditor, KPMG Wideri Oy Ab, be re-elected as the Company's auditor.
7. Election of the Nomination Committee at the Annual General Meeting
The Ministry of Trade and Industry, representing the Republic of Finland as a shareholder, proposes to the Annual General Meeting 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. The representatives of three of the largest shareholders will be elected to the Nomination Committee as well as the Chairman of the Board of Directors as an expert member. The right to appoint the members who represent the shareholders shall belong to those shareholders whose proportion of the votes conferred by all the Company's shares is the greatest on the December 1st preceding the Annual General Meeting. The Nomination Committee shall be convened by the Chairman of the Board of Directors and the Committee shall elect a chairperson from amongst its members. The Nomination Committee shall present its proposal to the Company's Board of Directors no later than on the February 1st preceding the Annual General Meeting.
8. Amendment of the Articles of Association
The Ministry of Trade and Industry, representing the Republic of Finland as a shareholder, proposes that the age limit of the members of the Board of Directors and the members of the Supervisory Board in the Articles of Association to be amended to the effect that the member may not be 68 years old or older at the time of appointment.
Further information:
Kemira Oyj
Sami Koski, Secretary to the Supervisory Board and Board of Directors
Tel. +358 (0)10 862 1639