Kemira Oyj
Stock exchange release
March 16, 2010 at 14.45 (CET+1)
The Annual General Meeting of Kemira Oyj ("Kemira") approved the Board proposal according to which 86% of the shares of Tikkurila be distributed as dividend to Kemira's shareholders. Tikkurila's shares are expected to be listed on NASDAQ OMX Helsinki Ltd in March 2010. The Annual General Meeting also authorized the Board to decide upon a dividend payable in cash of a maximum of EUR 0.27 per share. The authorization is valid until May 31, 2010.
The Annual General Meeting reelected members Elizabeth Armstrong, Wolfgang Büchele, Juha Laaksonen, Pekka Paasikivi, Kaija Pehu-Lehtonen and Jukka Viinanen to the Board of Directors and elected Kerttu Tuomas as a new member. Pekka Paasikivi was elected to continue as the Board's chairman and Jukka Viinanen was elected as vice chairman.
Ms. Kerttu Tuomas (b. 1957), B.Sc. (Econ.) has been the Executive Vice President, Human Resources of KONE Corporation and a member of KONE Corporation's Executive Board since 2002. She has previously served as Group Vice President, Human Resources of Elcoteq Network Corporation in 2000-2002 and as Personnel & Organization Manager of Masterfoods Oy in 1994-1999. Kerttu Tuomas is a member of the Board of JTO School of Management.
Dividend payment
A. Dividend payable in Tikkurila Oyj's shares
The Annual General Meeting decided that a dividend on the basis of the adopted balance sheet for the financial year ended December 31, 2009 shall be paid as follows:
Each four Kemira's shares entitle their holder to receive one share of Tikkurila Oyj as a dividend. The number of shares of Tikkurila that a shareholder is entitled to receive is calculated on a book-entry account basis. Kemira shall distribute to its shareholders as dividend an aggregate of 37.933.097 shares of Tikkurila, which represents 86 percent of the shares in Tikkurila and the number of voting rights carried by them.
Fractional entitlements to Tikkurila's share resulting from the distribution ratio of the shares shall not be distributed but the amount corresponding to the fractional entitlements shall be compensated for in cash. The amount of the cash payment corresponding to the fractional entitlements will be based on the taxable value of the dividend paid in Tikkurila's shares, which will be the volume-weighted average of the prices paid for Tikkurila's share during the first trading day after Tikkurila's shares have been submitted to trading on the official list of NASDAQ OMX Helsinki Ltd (the "Helsinki Stock Exchange"). The fractional entitlements to Tikkurila's share will be combined to complete shares and sold on said trading day. If the proceeds of the sale do not fully cover the amount of the cash payment, Kemira will pay the balance in cash to shareholders entitled to fractional entitlements. Such balance to be paid by Kemira is, at maximum, 500,000 euro. If the proceeds of such sale exceed the amount of the cash payment, the Company will retain the excess proceeds. The cash payment corresponding to the fractional entitlements shall be paid, on a book-entry account basis, to the shareholders entitled to fractional entitlements on or about March 30, 2010.
The dividend payable in Tikkurila's shares will be paid to each shareholder who is registered in the Company's Shareholder Register maintained by Euroclear Finland Ltd on the record date, March 19, 2010. The dividend will be paid on March 26, 2010.
Kemira shall be liable for the transfer tax payable in connection with the distribution of dividends.
The Board of Directors was authorized to conduct specifications and technical corrections that may be required for the practical execution of the dividend distribution.
The distribution of the dividend is conditional upon the approval of Tikkurila's shares to trading on the official list of the Helsinki Stock Exchange by May 31, 2010. If this condition is not fulfilled, the decision to distribute dividend will lapse.
The company form of Tikkurila Oy has been changed into a public limited liability company (Oyj) and the number of its shares is 44,108,252 shares.
B. Cash dividend
The Annual General Meeting authorized the Board to decide upon a dividend payable in cash on the basis of the adopted balance sheet for the financial year ended December 31, 2009 under the following terms and conditions:
Under the authorization, the Board of Directors may decide upon a dividend payable in cash of a maximum of 0.27 euro per share.
The Board of Directors will decide upon the other terms related to the dividend payable in cash in accordance with the Rules of the Helsinki Stock Exchange and Euroclear Finland Ltd.
The authorization to decide upon a dividend payable in cash is valid until May 31, 2010.
Remuneration of the Chairman, the Vice Chairman and the members of the Board of Directors
The Annual General Meeting decided that the remuneration paid to the members of the Board of Directors will remain unchanged but the monthly fee will be changed into an annual fee. The fees would thus be as follows: the Chairman will receive 66.000 euro per year, the Vice Chairman 42.000 euro per year and the other members 33.600 euro per year. A fee payable for each meeting of the Board and its committees will be for the members residing in Finland 600 euro, the members residing in rest of Europe 1.200 euro and the members residing outside Europe 2.400 euro. Travel expenses are paid according to Kemira's travel policy.
In addition, the Annual General Meeting decided that the annual fee be paid as a combination of the company's shares and cash in such a manner that 40% of the annual fee is paid with the company's shares owned by the company or, if this is not possible, shares purchased from the market, and 60% is paid in cash. The shares will be transferred to the members of the Board of Directors and, if necessary, acquired directly on behalf of the members of the Board of Directors within two weeks from the release of Kemira's interim report January 1 - March 31, 2010.
The meeting fees are to be paid in cash.
Election and remuneration of the auditor
KPMG Oy Ab was elected as the Company's auditor KHT Pekka Pajamo acting as the principal auditor. The Auditor's fees will be paid against an invoice approved by Kemira.
Authorization to decide on the repurchase of the Company's own shares
The Annual General Meeting authorized the Board of Directors to decide upon repurchase of a maximum of 4,156,957 Company's own shares ("Share repurchase authorization").
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 Helsinki Stock Exchange at the market price quoted at the time of the repurchase. Shares shall be acquired and paid for in accordance with the Rules of the Helsinki Stock Exchange and Euroclear Finland Ltd.
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 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.
Authorization to decide on share issues
The Annual General Meeting authorized the Board of Directors to decide to issue a maximum of 15,534,256 new shares and/or transfer a maximum of 7,767,128 Company's own shares held by the Company ("Share issue authorization").
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 payment of the annual fee payable to the members of the Board of Directors or 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 the end of the next Annual General Meeting.
Donation to the Aalto University Foundation
The Annual General Meeting approved a donation in the amount of 500.000 euro to the Aalto University Foundation to be used for the Aalto University Foundation's basic capital.
Kemira Oyj
Päivi Antola, Senior Manager, Investor Relations and Financial Communications
For further information, please contact
For information about the share dividend and separating Tikkurila, please call Kemira's Share Dividend Hotline at +358 10 86 22 666 or email tikkurila@kemira.com. The phone service and email address will serve March 17-April 9, 2010.
Päivi Antola, Senior Manager, Investor Relations and Financial Communications
Tel. +358 10 862 1140
Kemira is a global 2.5 billion euro chemicals 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. Its paints and coatings business, Tikkurila, aims to be the market leader in decorative paints and selected wood and metal coatings in chosen markets.