Yara International A.S.A. (Yara) has on 24 May 2007 acquired from Kemira GrowHow Oyj's (GrowHow) biggest shareholder the State of Finland its shares in GrowHow (Transaction), whereby Yara became on 24 May 2007 the owner of approximately 30.05% of the shares and votes in GrowHow. The price paid for the shares in the Transaction was 12.12 EUR per each GrowHow share. The price paid was a cash consideration. As a result of the Transaction Yara's holding exceeds three-tenths (3/10) of the votes in GrowHow and Yara is under the obligation to launch a mandatory tender offer for the remaining shares in GrowHow in accordance with the Chapter 6 Section 10 of the Finnish Securities Markets Act. Yara has on 24 May 2007 announced that it will make a mandatory tender offer (Tender Offer) for the remaining shares in GrowHow. The offered cash consideration per share is 12.12 EUR (Offer Consideration) and the Tender Offer period commences on 20 July 2007. Subject to the completion of the Tender Offer the Offeror will pay interest on the Offer Consideration at the rate of five (5) percent per annum from the date of receipt (excluding the date of receipt) of acceptance of the Tender Offer until the payment (including the date of payment) of the Offer Consideration. The offer consideration per share is 30.7% higher than the closing price of the GrowHow share on the Helsinki Stock Exchange prior to the obligation to launch a Tender Offer, 30.8% higher than the volume- weighed average trading price of the shares of GrowHow on the Helsinki Stock Exchange during the three (3) months preceding the obligation to launch a Tender Offer and 58.0% higher than the volume-weighed average trading price during the last twelve (12) months preceding the obligation to launch a Tender Offer, however, excluding the Transaction. Additionally the offer consideration represents a premium of 17.1% to GrowHow's all time high traded share price of 10.35 EUR. Yara's Tender Offer is conditional on the relevant regulatory approvals. In the combination agreement Yara is committed to accommodate the concerns of the authorities to assure the necessary approvals. The Board of Directors of GrowHow issues its statement pursuant to Chapter 6, Section 6 of the Securities Markets Act having received from Yara its Tender Offer Document on 13 July 2007. The Tender Offer Document is intended to be published on 18 July 2007. Statement of the Board of Directors of Kemira GrowHow Oyj The Board of Directors of GrowHow has in this statement assessed the Tender Offer and its conditions based on the Tender Offer Document (unpublished) prepared by Yara. The Board of Directors of GrowHow regards Yara as a strategic buyer interested in expanding its activities into new markets. GrowHow's phosphates mining activities and end product knowhow increase and complement Yara's current activities. The Board of Directors of GrowHow considers that Yara's global sales and marketing network benefit both the Finnish and the other European industrial activities of GrowHow. The greater size and financial strength can be seen as creating stability with respect to the company, its clients and employees. The afore mentioned are expected to form a solid platform to further develop GrowHow's asset base and its customer offerings as well as create substantial new opportunities for GrowHow's employees. Due to the limited overlap in the operations of GrowHow and Yara the combination's impact on the personnel in the opinion of the Board of Directors of GrowHow is minor. The Board of Directors of GrowHow has for the purpose of attaining support in its assessment of the Tender Offer requested from its financial advisor Lehman Brothers Europe Limited, an investment bank (Lehman), a fairness opinion regarding the Tender Offer. In accordance with Lehman's fairness opinion dated 24th May 2007 the Tender Offer's Offer Consideration to the shareholders is from a financial point of view fair taking into consideration the assumptions stated in Lehman's fairness opinion. The Board of Directors has also evaluated other strategic options to develop the activities of the company. The Board of Directors of GrowHow has unanimously decided to recommend to the shareholders to accept the Tender Offer after having reviewed the Tender Offer Document and having received Lehman's fairness opinion dated 24th May 2007, according to which the Offer Consideration at the date of issuing the opinion is from a financial point of view fair to the shareholders. The Board of Directors in its entirety has participated in the issuance of this statement. Helsinki 13 July 2007 Kemira GrowHow Oyj Board of Directors KEMIRA GROWHOW OYJ'S PERSONNEL REPRESENTATIVES' STATEMENT WITH RESPECT TO YARA'S TENDER OFFER The past years during the 21st century have in Kemira GrowHow Oyj been years of big changes. The changes have also had effects on the personnel, which have been both positive and negative. In Finland the number of personnel has decreased, but for the most part through retirement. In the operations abroad the personnel has experienced also redundancies. The decrease of personnel has increased pressures at work both through work load and expanded areas of responsibility. The most recent change concerning Kemira GrowHow Oyj is Yara's tender offer. The personnel in Finland as a whole has taken the matter calmly and partly with positive expectations because it is evident that Kemira GrowHow Oyj jobs in Finland will mainly remain and because through improved competitiveness the jobs in the future are on an even more stable foundation. On the other hand it is unfortunately foreseeable that in some cases jobs are on the line. The personnel's cause of worry at this phase of the acquisition process is the fate of the personnel benefits in Kemira GrowHow Oyj. The personnel's unambiguous stand is to maintain the benefits as they are. One of the main themes in developing Kemira GrowHow's competitiveness has been the development of the organization and processes. The personnel has been actively involved in the development of the processes and the procedures. The personnel continues to bear its responsibility for the development work, but at the same time recognizes its responsibility for the individuals. The personnel wishes to see that the promises that have been made in the course of the acquisition process hold and that they enable the continuous development of the production processes and activities and thus provide the personnel with a work place that opens up even more ample opportunities in the future. We feel that it is important that the personnel representatives are able to participate in the discussions that in any way effect the personnel's position in the coming company. Helsinki 13 July 2007 Ari-Pekka Kauppinen, Personnel representative (Chemical Industry Employees) Marja-Leena Tuominen, Personnel representative (Office and Technician Employees) Olli Härmälä, Personnel representative For additional information please contact: Kemira GrowHow Oyj Kaj Friman CFO tel. +358 50 62 626 Distribution: Helsinki Stock Exchange Media Kemira GrowHow Oyj is one of the leading producers of fertiliser and feed phosphates in Europe. Kemira GrowHow develops and markets fertilisers and integrated solutions for crop cultivation, animal feed supplements and chemicals required in various industries. The company has approximately 2,500 employees worldwide and in 2006 net sales were 1.2 billion euros. Kemira GrowHow Oyj is listed on the Helsinki Stock Exchange. www.kemira-growhow.com
Statement of the Boad of Directors of Kemira GrowHow Oyj with regard to Yara International A.S.A. s Mandatory Tender Offer
| Source: Kemira GrowHow Oyj