Kemira GrowHow Oyj STOCK EXCHANGE RELEASE 13.2.2007 at 9.30 Kemira GrowHow Oyj's Board proposals to the Annual General Meeting The Annual General Meeting of Kemira GrowHow Oyj will be held on Tuesday, 3 April 2007 at 4.00 p.m. at the Finlandia Hall, Mannerheimintie 13 e, Helsinki, Finland. The invitation to the Annual General Meeting will be published later. The Board of Directors has decided to propose to the Annual General Meeting as follows: 1. PROPOSAL BY THE BOARD OF DIRECTORS ON THE DISTRIBUTION OF PROFITS The Board of Directors has decided to propose to the Annual General Meeting that a dividend of EUR 0.15 per share be paid for the financial year 2006. The dividend will be paid to each shareholder who has been registered in the shareholder register maintained by Finnish Central Securities Depository Ltd. as of the dividend record date. The dividend record date will be 7 April 2007. The Board of Directors will propose to the Annual General Meeting that the dividends be paid on 17 April 2007. 2. PROPOSAL BY THE BOARD OF DIRECTORS TO THE GENERAL MEETING OF SHAREHOLDERS TO AUTHORIZE THE BOARD OF DIRECTORS TO RESOLVE UPON DISPOSAL OF THE COMPANYS OWN SHARES THROUGH A SHARE ISSUE The Board of Directors proposes that the General Meeting of Shareholders authorizes the Board of Directors to resolve upon the disposal of the Companys own shares in accordance with the following conditions: 2.1 The authorization concerns a maximum of 1,860,700 Companys own shares held by the Company. 2.2 The shares may be used as payment in connection with possible acquisitions or other arrangements or sold through public trading. The shares may also be disposed of without consideration for the purpose of using them as payment of possible bonuses to the Group's personnel funds which are due or for the purpose of distributing them to the Group's personnel (including the Managing Director and the Deputy Managing Director) within the existing share bonus plan. 2.3 The Board of Directors is authorized to resolve upon to whom, under which terms and in what quantity the Companys own shares are disposed of. The authorization includes also a right to resolve upon directed issue of shares. 2.4 The Board of Directors is authorized to determine the price at which the shares are disposed of and the criteria for the determination of the price. The Board of Directors may decide that the shares may also be disposed of against contribution in kind or otherwise on specific terms and conditions. When sold in public trading, the sale, clearance and payment of the shares shall be made at market price in accordance with the rules of the Helsinki Stock Exchange and Finnish Central Securities Depository Ltd. 2.5 The Board of Directors shall be authorized to decide on other measures and matters regarding the disposal of the Companys own shares. The authorization shall be effective until May 31, 2008. 2.6. The authorization shall not cancel the possible authorization regarding issue of new shares against consideration granted to the Board of Directors at the same shareholders meeting. 3. PROPOSAL BY THE BOARD OF DIRECTORS TO THE GENERAL MEETING OF SHAREHOLDERS TO AUTHORIZE THE BOARD OF DIRECTORS TO RESOLVE UPON ISSUE OF NEW SHARES AGAINST CONSIDERATION The Board of Directors proposes that the General Meeting of Shareholders authorizes the Board of Directors to resolve upon the issue of new shares against consideration in accordance with the following conditions: 3.1 Pursuant to the authorization, a maximum of 6,000,000 new shares may be issued for subscription through one or more share issues. 3.2 The Board of Directors shall be authorized to decide who has the right to subscribe to the shares. 3.3 The Board of Directors has a right to resolve upon directed issue of new shares, if, from the Company's perspective, there exists weighty financial reasons, such as financing of acquisitions or improvement of the Company's capital structure. 3.4 The Board of Directors shall be authorized to decide on the criteria for the determination of the subscription price and other terms of the subscription. The Board of Directors may decide that share subscription may be made against contribution in kind or otherwise on specific terms and conditions. 3.5 The authorization shall be effective until May 31, 2008. 3.6 The authorization shall not cancel the possible authorization regarding disposal of the Companys own shares through a share issue granted to the Board of Directors at the same shareholders meeting. IN ADDITION, THE FOLLOWING WILL BE PROPOSED TO THE ANNUAL GENERAL MEETING: NOMINATION COMMITTEES PROPOSAL FOR KEMIRA GROWHOW OYJS BOARD OF DIRECTORS Kemira GrowHow Oyj's Nomination Committee has decided to propose to the Annual General Meeting of Shareholders on April 3, 2007 that current members of Board of Directors Arto Honkaniemi, Satu Raiski, Lauri Ratia, Esa Tirkkonen, Helena Terho and Ossi Virolainen be elected to serve for an additional period of one year. As a new member of the Board of Directors the Nominations Committee proposes Ms Maija Torkko, who has been working for Nokia until end of June 2006 in various positions, latest as Senior Vice President, F&C. She is also member of Nordea's Board of Directors. Number of members of Board of Director's will be proposed to be seven as before. The Nomination Committee also proposes that the Chairman Ossi Virolainen and Vice Chairman Lauri Ratia continue in their current positions and that the compensation of the members is kept unchanged. so that the following fees be paid: a monthly fee of EUR 4,000 to the Chairman of the Board of Directors, a monthly fee of EUR 3,100 to the Vice-Chairman of the Board of Directors, and a monthly fee of EUR 2,400 to the members of the Board. In addition, the Chairman, Vice-Chairman and members of the Board will receive a fee of EUR 500 per meeting for each meeting of the Board of Directors and the committees. PROPOSAL FOR THE ELECTION OF THE AUDITOR The Ministry of Trade and Industry representing 30.05% of the company shares and votes proposes that KPMG Oy Ab be re-elected as the companys auditor with Mr Petri Kettunen, APA as the responsible auditor and with Pekka Pajamo as the deputy auditor. PROPOSAL FOR THE ESTABLISHMENT OF THE NOMINATION COMMITTEE The Ministry of Trade and Industry proposes that the Annual General Meeting decide to establish a Nomination Committee to prepare proposals to be submitted to the next Annual General Meeting regarding the composition and remuneration of the Board of Directors. The Chairman of the Board of Directors as an expert member and the representatives of the three largest shareholders shall be appointed to the Nomination Committee. The right to appoint representatives to the Committee lies with the three shareholders whose voting rights represent the largest portions of the Company's aggregate voting rights on the first day of November preceding the Annual General Meeting. If a shareholder does not wish to exercise his appointment right, the right to appoint a representative shall transfer to the next largest shareholder. The largest shareholders are determined on the basis of their shareholdings recorded in the book-entry system provided however that the holdings of such shareholder, who has the obligation to notify certain changes in his ownership under the Finnish Securities Market Act (a shareholder subject to notification obligation), that are for example divided into several funds, shall be counted together, if such shareholder gives notice thereof in writing by 31 October 2007 to the Board of Directors of the Company. The Chairman of the Board of Directors shall convene the Nomination Committee and the Committee shall elect its chairman among its members. The Nomination Committee shall present its proposal to the Board of Directors on the first day of February preceding the Annual General Meeting at the latest. Kemira GrowHow Oyj Board of Directors For additional information please contact: Kemira GrowHow Oyj Kaj Friman, Deputy CEO, 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 2,600 employees worldwide and in 2006 net sales were 1.2 billion euros. Kemira GrowHow Oyj is listed on the Helsinki Stock Exchange.