AGM Information • Mar 21, 2012
AGM Information
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The Annua dividend pe (previously Armstrong Directors a chairman a al General M er share for y seven) to , Winnie Fo and elected and Jari Paa Meeting of K r the financi the Board o ok, Juha Laa Jari Paasik asikivi was Kemira Oyj ial year 201 of Directors aksonen, K kivi as a new elected as ("Kemira") 11. The Ann . Annual Ge Kerttu Tuom w member. vice chairm approved th nual Genera eneral Meet as and Jukk Jukka Viina man. he Board pr al Meeting e ting reelecte ka Viinanen anen was e roposal of a elected six m ed Elizabet n to the Boa elected as th a EUR 0.53 members h ard of he Board's
Mr. Jari Pa Invest Ltd. Board mem aasikivi (b. 1 He is curre mber of Ora 1954). M.Sc ently also th as Oy. c. (Econ.) is he Chairman s currently w n of the Boa working as P ard of Tikku President a urila Oyj and and CEO of d Uponor O Oras yj and a
The per-sh Company's March 26, hare dividen s Sharehold 2012. The nd of 0.53 E der Registe dividend wi EUR will be r maintaine ll be paid o paid to a sh ed by Euroc ut on April 2 hareholder w lear Finland 2, 2012. who is regis d Ltd on the stered in the e dividend re eecord date,
The Annua Directors w 45,000 eur meeting of members r euro. Trave al General M will be as fo ro per year f the Board residing in r el expenses Meeting dec llows: the C and the oth and its com rest of Euro s are paid a cided that th Chairman w her member mmittees wil pe 1,200 eu according to he remuner will receive 7 rs 36,000 eu ll be for the uro and the o Kemira's t ration paid t 74,000 euro uro per yea members r e members r travel policy o the memb per year, th r. A fee pay residing in F residing out y. bers of the he Vice Cha yable for ea Finland 600 tside Europ Board of airman ach euro, the pe 2,400
In addition the compa company's market, an Directors a within two , the Annua any's shares s shares ow nd 60% is pa and, if neces weeks from al General M s and cash i wned by the aid in cash. ssary, acqu m the releas Meeting dec in such a m company o The shares uired directly se of Kemira cided that th manner that or, if this is n s will be tra y on behalf a's interim r he annual fe 40% of the not possible ansferred to of the mem report Janua ee be paid a annual fee e, shares pu the membe mbers of the ary 1 – Mar as a combin is paid with urchased fro ers of the B e Board of D rch 31, 2012 nation of h the om the oard of Directors 2.
The meetin ng fees are to be paid in cash.
Deloitte & principal a Touche Ltd uditor. The d. was electe Auditor's fe ed as the C ees will be p Company's a paid agains auditor APA t an invoice A Jukka Vat e approved b ttulainen ac by Kemira. cting as the
Article 5 an nd Article 13 3 of the cur rrent Articles s of Associa ation were a amended a as follows.
Article 5
The following sentence was 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 thus reads 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."
The way of giving notice to the general meeting of shareholders was 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 was deleted.
Article 13 thus reads 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."
The Annual General Meeting authorized the Board of Directors to decide upon repurchase of a maximum of 4,500,000 Company's own shares.
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.
The Annual General Meeting authorized 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.
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.
The Annual General Meeting decided to establish a Nomination Board as follows:
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.
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.
Kemira Oyj Jukka Hakkila, Group General Counsel +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
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