Kemira Oyj

AGM Information • Feb 8, 2012

Febr uary 8, 20 12 at 8.45 am (CET+ +1)

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Kemira O Oyj: Propo osals of th e Board o of Director rs to the A Annual Gen neral Mee eting 2012

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Following p proposals w will be subm mitted to the Annual Ge eneral Meet ing:

• Re esolution on n the use of the profits shown on t he balance sheet and on dividend ds
• Re emuneration n and electi on of the au uditor
• Pro of oposal of th Association he Board of f Directors f for amendm ment of Artic cle 5 and Ar rticle 13 of the Articles s
• Sh hare repurch nhase author rization
• Sh hare issue a authorization
• Pro oposal of th he Board of nDirectors fo or the estab blishment o f the Nomin nation Board

Proposals shareholde the Vice C Chairman, Meeting we of Kemira O ers, on the n hairman an the Vice C ere publishe Oyj's Nomin number of m nd the mem hairman an ed on Janu nation Board members of bers of the nd the memb ary 23, 201 d, consistin f the Board Board of D bers of the 2. ng of the rep of Directors irectors and Board of D presentative s and electi d on the rem irectors to t es of the fou ion of the C muneration the Annual dur largest Chairman, of the General

The Annua Katajanoka will be pub website. al General M anlaituri 6, H blished on F Meeting of K Helsinki, Fin February 27 Kemira Oyj nland on W , 2012 in He will be held Wednesday, elsingin Sa d in the Mar March 21, 2 nomat, Kau ina Congre 2012, at 1.0 uppalehti an ess Center, 00 pm. The nd on Kemir invitation ra's

Resolution n on the us se of the p rofit shown n on the ba alance shee et and on d dividends

The Board share be p December Shareholde payment, M 2, 2012. of Director paid based o r 31, 2011. T er Register March 26, 2 rs proposes on the adop The dividen maintained 2012. The B s to the Ann pted balance nd will be pa d by Eurocle Board of Dire ual Genera e sheet for aid to a sha ear Finland ectors prop al Meeting th the financia reholder wh Ltd on the poses that th hat a divide al year whic ho is registe record date he dividend end of EUR ch ended on ered in the C e for dividen be paid ou 0.53 per nCompany's nd ut on April

Resolution n on the re emuneratio on of the au uditor

The Board Audit Com of Director mittee, that rs proposes t the Audito s to the Ann r's fees be ual Genera paid agains al Meeting o st an invoice n the recom e approved mmendation by Kemira. n of the

Election o of the audit tor

The Board Audit Com Vattulainen of Director mittee, that n, APA, act rs proposes t Deloitte & ing as the p s to the Ann Touche Ltd principal aud ual Genera d. be electe ditor. al Meeting o d as the Co n the recom ompany's au mmendation uditor with J .n of the Jukka

Proposal o of Associa of the Boa ation rd of Direc ctors for am mendment of Article 5 5 and Articl le 13 of the e Articles

The Board be amende of Director ed as follow rs proposes ws: s that Article e 5 and Artic cle 13 of the e current Ar rticles of As ssociation

Article 5

The following sentence is deleted: "A person who has reached the age of 68 at the time of the election, cannot be elected as member of the Board."

Article 5, if amended as proposed, would thus read as follows:

"The Board of Directors, elected by the general meeting of shareholders, shall comprise a minimum of four and a maximum of eight members. The general meeting of shareholders shall elect a Chairman and a Vice Chairman from among the Board members. The term of office of a Board member shall terminate at the close of the Annual General Meeting following the election."

Article 13

The way of giving notice to the general meeting of shareholders is changed so that instead of publishing an announcement in at least two nationwide newspapers, the notice will be released in the company's website and, if so decided by the Board of Directors, by publishing an announcement in one nationwide newspaper. Additionally, the reference to the shareholder communication is deleted.

Article 13, if amended as proposed, would thus read as follows:

"Notice to the general meeting of shareholders shall be released in the company's website no earlier than two months and no later than three weeks before the general meeting of shareholders, however, at least nine days before the record date of the general meeting of shareholders. Additionally, if so decided by the Board of Directors, the company may within the same time frame publish the notice to the general meeting of shareholders in one nationwide newspaper."

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 4,500,000 Company's own shares ("Share repurchase authorization").

Shares will 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 the NASDAQ OMX Helsinki Ltd (the "Helsinki Stock Exchange") 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 the Helsinki Stock Exchange and Euroclear Finland Ltd.

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 will decide upon other terms related to share repurchase.

The Share repurchase authorization is valid until the end of the next Annual General Meeting.

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 a maximum of 15,600,000 new shares and/or 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 this 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 plan.

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 will decide upon other terms related to the share issues.

The Share issue authorization is valid until May 31, 2013.

Proposal of the Board of Directors for the establishment of the Nomination Board

The Board of Directors proposes that the Annual General Meeting decides to establish a Nomination Board as follows:

• 1. The Annual General Meeting decides to establish a Nomination Board comprising of the shareholders or the representatives of the shareholders to prepare annually proposals concerning the composition and remuneration of the Board of Directors for the next Annual General Meeting.
• 1. The tasks of the Nomination Board are annually

a. preparation of the proposal for the Annual General Meeting concerning the composition of the Board of Directors;

b. preparation of the proposal for the Annual General Meeting concerning the remuneration of the Board of Directors;

c. identification of successor candidates for the members of the Board of Directors; and

d. presentation of the proposal concerning the composition and remuneration of the Board

of Directors to the Annual General Meeting.

• 1. The Nomination Board shall consist of the four largest shareholders or the representatives of such shareholders and the Chairman of the Board of Directors of Kemira Oyj acting as an expert member. The four shareholders having the most voting rights on August 31 preceding the Annual General Meeting according to the company's shareholders' register maintained by Euroclear Finland Ltd, shall have a right to appoint a member to the Nomination Board. In case a shareholder, who has a duty to disclose certain ownership changes based on the Securities Market Act (disclosure obligation of holdings), presents no later than on August 30 preceding the Annual General Meeting a written demand to the Board of Directors of the company concerning the matter, the shareholdings of such shareholder which are registered in several funds or registers shall be summed up when calculating the voting rights of such shareholder. In case a shareholder does not wish to use his right to appoint a member to the Nomination Board, such right will pass on to the shareholder who according to the shareholder register is the next largest shareholder and who otherwise would not have the appointment right.
• 1. The Nomination Board shall be convened by the Chairman of the Board of Directors. The Nomination Board shall elect a Chairman among its members.
• 1. The Nomination Board shall deliver its proposal to the Board of Directors no later than on February 1 preceding the Annual General Meeting.

According to the view of the Board of Directors, it is in the best interest of the company and its shareholders that the biggest shareholders participate in preparing nomination and compensation issues related to the Board of Directors.

For more information, please contact

Kemira Oyj Jukka Hakkila, Group General Counsil +358 10 862 1690

Tero Huovinen, Director, Investor Relations +358 10 862 1980

Kemira is a global two billion euro water chemistry company that is focused on serving customers in water-intensive industries. The company offers water quality and quantity management that improves customers' energy, water, and raw material efficiency. Kemira's vision is to be a leading water chemistry company.

www.kemira.com www.waterfootprintkemira.com