Kemira Oyj Stock Exchange Release February 6, 2007 at 9:45 a.m.
PROPOSALS OF THE KEMIRA BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING 2007
Kemira Board of Directors will submit the following proposals to the Annual
General Meeting to be held on April 16, 2007 at 1:00 pm (starting time changed
from that announced earlier):
- Dividend payment of EUR 0.48 per share
- Amendment of the Articles of Association
- The boards share issue authorization
- Election of the auditor
Dividend payment proposal
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.48 per share be paid for the financial year 2006. Dividends will be paid to
shareholders registered in Kemira Oyj's Shareholder Register, maintained by
Finnish Central Securities Depository Ltd., by the dividend record date on April
19, 2007. The Board of Directors proposes that the dividend be paid on April 26,
2007.
Proposal for amendment of the Articles of Association
The Board of Directors proposes that the current Articles of Association be
amended as follows:
- 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;
- 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;
- 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;
- 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;
- 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";
- 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;
- A reference to Article 31 concerning the obligation to redeem the shares
shall be deleted from Article 17;
- Clause 2 of Article 18 shall be deleted;
- 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;
- Articles 21-36 concerning share redemption shall be deleted;
- Article 37 "In other respects, the regulations of the Companies Act
currently in force shall be observed" shall be deleted;
Proposal 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.
Proposal for the 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.
The Annual General Meeting of the Kemira Oyj will be held at Marina Congress
Center, Katajanokanlaituri 6, Helsinki, on April 16, 2007, at 1:00 pm (starting
time changed from that announced earlier). The invitation will be published on
March 19, 2007 in Helsingin Sanomat, Hufvudstadsbladet and on the Kemira's
website www.kemira.com.
For more information, please contact:
Kemira Oyj
Jukka Hakkila, Secretary of the Board of Directors, tel. +358 (0)10 862 1690
Timo Leppä, Executive Vice President, Group Communications, tel. +358 (0)10 862
1700
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.
Kemira Oyj
Group Communications
Susanna Aaltonen
DISTRIBUTION
Helsinki Stock Exchange
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