Kemira Oyj's Extraordinary General Meeting resolved today that Kemira Oyj distribute as an additional dividend to its shareholders a total of 30,034,650 Kemira GrowHow Oyj shares (52.5% of the shares outstanding) in such manner that for each four shares in Kemira Oyj each shareholder is entitled to one Kemira GrowHow Oyj share without payment. The treasury shares owned by Kemira Oyj are not entitled to the dividend.
After the distribution of the dividend, Kemira's holding in Kemira GrowHow Oyj's shares will amount to 27,174,207 shares (47.5%) and that of the Finnish State to 17,188,480 shares (30.0%).
Distribution of the dividend is conditional upon the acceptance of Kemira GrowHow Oyj shares for public trading on the Main List of Helsinki Exchanges. It this condition is not fulfilled, the dividend resolution will lapse.
Share fractions arising from the pay-out ratio of the dividend will not be distributed; rather, Kemira Oyj will pay the fractions in cash. Share fractions will be combined into whole shares and sold at the final offer price as part of the offering to institutional investors. If the offering is not carried out, the share fractions will be combined into whole shares and sold immediately after Kemira GrowHow Oyj's shares have been placed for public trading on the Main List of Helsinki Exchanges. The proceeds from the sale will be paid by book-entry account to shareholders entitled to the fractions.
The dividend paymant date is 13 October 2004 and the dividend shall be paid under the aforementioned terms and conditions by book-entry account to each shareholder who is entered in the Shareholder Register on the record date of 7 October 2004, maintained by Finnish Central Securities Depository Ltd. Due to technical reasons, the paid dividends will be recorded in the book-entry accounts of the shareholders on the next banking day, 14 October 2004.
The Finnish asset transfer tax that is payable in connection with the dividend distribution will be paid by Kemira Oyj.
In order to pay any withholding tax arising from the dividend distribution, Kemira Oyj will sell, as part of the offering
or immediately after the Kemira GrowHow Oyj shares have been accepted for public trading on the Main List of Helsinki Exchanges and on behalf of its shareholders who are subject to withholding tax, such an amount of the Kemira GrowHow Oyj shares which they are to receive, needed to cover the amount of withholding tax to be paid.
The Board of Directors was authorized to make any practical procedures and technical corrections that may possibly be required to carry out the dividend distribution.
In accordance with the stock option scheme approved by Kemira Oyj's AGM on 3 April 2001, the distribution of dividends will reduce the subscription price of shares. Kemira Oyj's Board of Directors has decided that the distribution of shares in Kemira GrowHow Oyj as an additional dividend will reduce the subscription price by an amount corresponding to the average price of the Kemira GrowHow Oyj shares on the first day of trading, weighted by the trading volume, divided by four.
For further information, contact:
Sami Koski, Manager, Kemira Group Legal Affairs
Tel. +358 (0)10 862 1639, GSM +358 (0)40 722 7575
The information contained herein is not for publication or distribution into the United States. The material set forth herein is for informational purposes only and is not intended, and should not be construed, as an offer of securities for sale into the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the laws of any state, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities law of any such jurisdiction.