Kemira Oyj: Decisions of the Annual General Meeting 2022

Kemira Oyj: Decisions of the Annual General Meeting 2022

The Annual General Meeting of Kemira Oyj approved the financial statements, remuneration report, discharged the members of the Board of Directors and the company’s President & CEO from liability for the financial year 2021.

The Annual General Meeting decided to elect eight members to the Board of Directors. Annual General Meeting re-elected Wolfgang Büchele, Shirley Cunningham, Werner Fuhrmann, Timo Lappalainen, Matti Kähkönen and Kristian Pullola and elected Annika Paasikivi and Tina Sejersgård Fanø as new members to the Board of Directors. Matti Kähkönen was elected as the Chair of the Board of Directors and Annika Paasikivi was elected as the Vice Chair.

Ms. Annika Paasikivi, M.Sc. Global Politics, University of Southampton and BA, International Business, EBS London, b. 1975 is President and CEO of Oras Invest Oy, Chair of the Board of Directors of Uponor Oyj, Deputy Chairman of the Board of Directors of Oras Ltd and Member of the Board of Varova Oy. Annika Paasikivi is a Finnish citizen.

Ms. Tina Sejersgård Fanø, M.Sc. in Engineering, Biochemistry, Technical University of Denmark and BA, Philosophy and Educational Science, University of Copenhagen, b. 1969, is Executive Vice President, Agriculture & Industrial Biosolutions of Novozymes A/S and Member of the Board of DLF Seeds & Science A/S. Tina Sejersgård Fanø is a Danish citizen.

Dividend payment
 

Annual General Meeting approved the Board of Directors proposal of EUR 0.58 per share for the financial year 2021.

The dividend will be paid in two installments. The first installment of EUR 0.29 per share will be paid to a shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date for the dividend payment, March 28, 2022. The first installment of the dividend will be paid out on April 7, 2022.

The second installment EUR 0.29 per share will be paid in November 2022. The second installment will be paid to a shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date for the dividend payment. The Board of Directors will decide the record date and the payment date for the second installment at its meeting in October 2022. The record date is planned to be October 27, 2022, and the dividend payment date November 3, 2022, at the earliest. 

Kemira will announce the resolution of the Board of Directors separately and confirm the relevant record and payment dates in such announcement.

Remuneration of the Chair, the Vice Chair 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 be as follows: The Chair will receive EUR 110,000 per year, the Vice Chair and the Chair of the Audit Committee EUR 65,000 per year and the other members EUR 50,000 per year. A fee payable for each meeting of the Board of Directors and the Board Committees will be paid based on the method and place of the meeting (previously based on the participant’s country of residence) as follows: participating remotely or in the member’s country of residence EUR 600, for the meeting on the same continent EUR 1,200 and for the meeting to be held in a different continent than the member’s country of the residence EUR 2,400. 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, 2022.

The meeting fees are to be paid in cash.

Election of the auditor

Ernst & Young Oy was elected as the company’s auditor with Mikko Rytilahti, APA, 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 5,800,000 company’s own shares (“Share repurchase authorization”).

Shares shall 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 Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) at the market price quoted at the time of the repurchase.

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 shall be acquired and paid for in accordance with the rules of Nasdaq Helsinki and the rules of Euroclear Finland Ltd as well as other applicable regulations.

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 shall 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 issue

The Annual General Meeting authorized the Board of Directors to decide to issue a maximum of 15,600,000 new shares and/or transfer a maximum of 7,800,000 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 it 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 implementation of the company’s share-based incentive plans.

The subscription price of new shares shall be recorded to the invested unrestricted equity reserves. The consideration payable for the company’s own shares shall be recorded to the invested unrestricted equity reserves. The Board of Directors shall decide upon other terms related to the share issues.

The Share issue authorization is valid until May 31, 2023.