Kemira Oyj's Annual General Meeting of April 16, 2007 confirmed a per-share dividend of EUR 0.48 for the financial year 2006. It re-elected the Board of Directors, its Chairman, Anssi Soila M.Sc. (Eng.), and Vice Chairman, Eija Malmivirta M.Sc. (Eng.). It also re-elected the Supervisory Board and its Chairman, Aulis Ranta-Muotio.
The Annual General Meeting resolved that a per-share dividend of EUR 0.48 be paid for the financial year 2006. The dividend record date is April 19, 2007 and the payment date April 26, 2007.
The Annual General Meeting decided on the following amendments to the Company's Articles of Association:
- 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 Company shares belonging to the book-entry system, and Article 5 concerning the procedure governing the dividend record date shall be deleted;
- Article 7 concerning the term of Supervisory Board members shall be amended in such a way that their term terminates at the close of the Annual General Meeting following their election, instead of one year;
- Article 10 concerning the Supervisory Board's duties shall be amended in such a way that the Supervisory Board's duty shall 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" becomes "the right to represent the Company";
- Article 15 shall be amended in such a way that the Company shall have one auditor, who must be a firm of Authorized Public Accountants. In addition, the stipulation on the age limit shall be deleted from Article 15;
- A reference to Article 31 concerning the obligation to redeem 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 to 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;
Boards share issue authorization
The Annual General meeting authorized the Board of Directors to decide to issue a maximum of 12,500,000 new shares and/or transfer a maximum of 3,848,877 treasury shares held by the Company 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 treasury shares may be transferred to the Company's shareholders in proportion to their current shareholdings in the Company, or through a private placement if the Company has a cogent financial reason for doing 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. Private placement may be carried out without payment only in connection with implementation of the Company's share-based incentive plan.
The subscription price of new shares and the amount payable for treasury shares shall be recognized under invested unrestricted equity reserve.
The share issue authorization will remain valid until the end of the next Annual General Meeting.
The share issue authorization will remain valid until the end of the next Annual General Meeting.
Nomination committee
The AGM decided that a Nomination Committee shall be re-established for Kemira to prepare proposals for Board member candidates and Board emoluments to the next AGM. The right of appointing Nomination Committee members, representing Company shareholders, will rest with the three largest shareholders who account for the largest share of the votes conferred by all of the Company's shares on November 1 preceding the Annual General Meeting. The Chairman of the Board of Directors will act as the Committee's expert member.
Kemira Oyj's new board of directors
As proposed by the Nomination Committee, the Annual General Meeting re-elected the seven-member Board of Directors for a one-year term, with Anssi Soila M.Sc. (Eng.) and M.Sc. (Econ.) continuing as Chairman and Eija Malmivirta M.Sc. (Eng.) as Vice Chairman. Other re-elected Board members include Elizabeth Armstrong PhD, Ove Mattsson PhD, Markku Tapio B.Soc.Sc., Heikki Bergholm M.Sc. (Eng.) and Kaija Pehu-Lehtonen M.Sc. (Eng.).
Supervisory board
The Annual General Meeting re-elected Kemira Oyj's Supervisory Board, its Chairman Aulis Ranta-Muotio, first Vice Chairman Mikko Elo and second Vice Chairman Heikki A. Ollila. The re-elected Supervisory Board members include Risto Ranki, Pekka Kainulainen, Mikko Långström, Susanna Rahkonen and Katri Sarlund.
Auditors
The Annual General Meeting elected KPMG Oy Ab, Authorized Public Accountants, the Company's auditor, with Pekka Pajamo, Authorized Public Accountant, acting as chief auditor.
Kemira Oyj
Timo Leppä, Executive Vice President, Group Communications
Timo Leppä, Executive Vice President, Group Communications
For further information, please contact:
Kemira Oyj
Jukka Hakkila, Group General Counsel, Mobile +358 40 544 2303
Timo Leppä, Executive Vice President, Group Communications, Mobile +358 50 301 6800
Jukka Hakkila, Group General Counsel, Mobile +358 40 544 2303
Timo Leppä, Executive Vice President, Group Communications, Mobile +358 50 301 6800
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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.
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. The company operates in 40 countries
