The shareholders of Kemira Oyj are invited to the Annual General Meeting which is to be held on Monday, April 16, 2007 at 1.00 p.m. in Marina Congress Center, Katajanokanlaituri 6, Helsinki, Finland. Registration of persons who have given notification to attend the meeting will begin at noon.
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 0.48 per share be paid for the year 2006. 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, April 19, 2007. The Board of Directors proposes that the dividend be paid out on April 26, 2007.
3. Proposal of the Board of Directors for amendment of the Articles of Association
The Board of Directors proposes that the current Articles of Association be amended as follows:
1. Article 3 concerning the minimum and maximum share capital, the minimum and maximum number of shares and voting rights conferred by Company shares shall be deleted;
2. Article 4 shall include a reference to the fact that the Company's shares belong to the book-entry system, and Article 5 concerning the procedure governing the record date shall be deleted;
3. Article 7 concerning the term of the members of the Supervisory Board shall be amended in such a way that the term shall be changed from one year from the election to the close of the Annual General Meeting following the election;
4. Article 10 concerning the Supervisory Board's duties shall be amended in such a way that the Supervisory Board's duty be to supervise the Company's administration for which the Board of Directors and the Managing Director bear responsibility;
5. Article 13 shall be amended in such a way that "to sign the Company's business name" shall be "the right to represent the Company";
6. Article 15 shall be amended in such a way that the Company has one auditor, who must be a firm of Authorized Public Accountants. In addition, the stipulation on the age limit shall be removed from Article 15;
7. A reference to Article 31 concerning the obligation to redeem the shares shall be deleted from Article 17;
8. Clause 2 of Article 18 shall be deleted;
9. The terminology of Article 20 concerning the Annual General Meeting shall be specified as required by the new Companies Act and the amendments of the Articles of Association;
10. Articles 21-36 concerning share redemption shall be deleted;
11. Article 37 "In other respects, the regulations of the Companies Act currently in force shall be observed" shall be deleted;
4. Proposal of the Board of Directors for the Board's share issue authorization
The Board of Directors proposes that the Annual General Meeting authorize the Board to decide to issue a maximum of 12,500,000 new shares and/or transfer a maximum of 3,979,670 Company's own shares either against payment or, as part of the implementation of the Company's share-based incentive plan, without payment ("Share issue authorization").
Said new shares may be issued and said Company's own shares may be transferred to the Company's shareholders in proportion to their current shareholdings in the Company, or through a directed share issue if the Company has a cogent financial reason to do so, such as financing or implementing mergers and acquisitions, developing its capital structure, improving the liquidity of the Company's shares or if this is justified for the purpose of implementing the Company's share-based incentive plan. The directed share issue may be carried out without payment only in connection with the implementation of the Company's share-based incentive plan.
The subscription price of new shares and the amount payable for Company's own shares shall be recognized under unrestricted equity capital fund.
The share issue authorization will remain valid until the end of the next Annual General Meeting.
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, i.e. 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 Anssi Soila and Vice Chairman Eija Malmivirta be re-elected.
6. Election of the auditor
The Audit Committee of the Board of Directors proposes to the Annual General Meeting that KPMG Oy Ab be elected as the Company's auditor KHT Pekka Pajamo acting as the principal auditor.
7. Proposal of shareholder George Jauhiainen to dissolve the Supervisory Board
8. Election of the Nomination Committee at the Annual General Meeting
The Ministry of Trade and Industry, representing the Finnish State as a shareholder, proposes that the Annual General Meeting decide to set up a Nomination Committee tasked with preparing proposals concerning members of the Board of Directors and their remuneration for presentation to the next Annual General Meeting. The Nomination Committee would consist of the Chairman of the Board of Directors, acting as an expert member, and the representatives of the three largest shareholders. The right to appoint the members who represent the shareholders should belong to those three shareholders whose proportion of the votes conferred by all the Company's shares is the biggest on the 1st of November preceding the Annual General Meeting. Should a shareholder refrain from exercising the right to appoint the member, this right would be passed on to the next biggest shareholder. The biggest shareholders would be determined by their shareholding information registered in the book-entry securities system. However, holdings by a shareholder, who shall, under the Securities Markets Act, notify of certain changes in holdings (shareholder's disclosure requirement), such as holdings spread among several funds, would be added together if the shareholder requires it by means of a written notification sent to the Board of Directors of the Company by October 31, 2007.
The Nomination Committee would be convened by the Chairman of the Board of Directors and the Committee would elect a chairman from amongst its members.
The Nomination Committee should present its proposal to the Company's Board of Directors no later than on the 1st of February preceding the Annual General Meeting.
Financial statements and the proposals by the Board of Directors
Kemira Oyj's financial statements and the proposals mentioned above in Sections 3, 4, 5, 6, 7 and 8 are available for inspection by shareholders as from Thursday, April 5, 2007, at the Company's head office at the address Porkkalankatu 3, Helsinki. Copies of the documents will be sent to shareholders upon request, and they will also be available at the Annual General Meeting.
Right to attend the Annual General Meeting
A shareholder who has been registered in the Company's Shareholder Register kept by the Finnish Central Securities Depository Ltd on April 5, 2007 and has given notice to attend the Annual General Meeting no later than on April 11, 2007 at 4.00 p.m. is entitled to attend and participate in the Annual General Meeting.
Registration for the Annual General Meeting
A shareholder can give notice of the intent to participate in the Annual General Meeting as follows:
a) by letter to the address Kemira Oyj, Arja Korhonen, P.O. Box 330,
00101 Helsinki;
b) by fax on +358 10 862 1780, Kemira Oyj, Arja Korhonen;
c) by telephone on +358 10 862 1703, Arja Korhonen, weekdays 9-12 a.m. and 1-4 p.m.
d) via Kemira's website at the address www.kemira.com/Group/English
Notifications must be received by the Company no later than on Wednesday, April 11, 2007 at 4.00 p.m. at the latest.
Submission of proxies
A proxy for representing a shareholder at the meeting must be delivered no later than in connection with the notice to attend the meeting.
Helsinki, February 5, 2007
Kemira Oyj
Board of Directors
Kemira is a chemicals group made up of four business areas: Kemira Pulp&Paper, Kemira Water, Kemira Specialty and Kemira Coatings. Kemira is a global group of leading chemical businesses with a unique competitive position and a high degree of mutual synergy.
In 2006, Kemira recorded revenue of around EUR 2.5 billion and had a payroll of 9,000 employees. Kemira operates in 40 countries.
