Kemira Oyj: Notice to the Annual General Meeting 2021

 Kemira Oyj: Notice to the Annual General Meeting 2021

 Notice is given to the shareholders of Kemira Oyj (“Kemira” or the “company”) to the Annual General Meeting to be held on Wednesday, March 24, 2021 at 1.00 p.m. EET at Flik Studio Sanomatalo, Töölönlahdenkatu 2, 00100, Helsinki, Finland. 

The shareholders and their proxy representatives may participate in the meeting and exercise their rights as shareholders only by voting in advance and/or by submitting counterproposals and/or questions in advance. Instructions can be found in this notice in section C. Shareholders or their proxy representatives are not permitted to attend the meeting in person. Shareholders who have registered for the Annual General Meeting will have a possibility to follow the Annual General Meeting via a live webcast.

The Board of Directors of Kemira has resolved on extraordinary measures pursuant to the temporary legislation approved by the Finnish Parliament on October 2, 2020, in order to prevent the spread of the Covid-19 pandemic and to secure the health and safety of shareholders, employees and other stakeholders. 

A.    Matters on the agenda of the Annual General Meeting

The following matters will be considered at the Annual General Meeting:

1.    Opening of the meeting

2.    Calling the meeting to order

The Chairman of the Annual General Meeting will be lagman Petri Haussila. Should Petri Haussila not be available to act as the Chairman of the Annual General Meeting due to a weighty reason, the Board of Directors will appoint another person it deems most suitable to act as the Chairman.

3.    Election of the persons to confirm the minutes and to supervise the counting of the votes

The person to confirm the minutes and to supervise the counting of votes will be Esa Ranki, Vice President, Global Legal, Kemira. Should Esa Ranki not be available to confirm the minutes and to supervise the counting of votes due to a weighty reason, the Board of Directors will  appoint another person it deems most suitable to act in that role.

4.    Recording the legality of the meeting

5.    Recording the attendance at the meeting and adoption of the list of votes

Shareholders who have voted in advance within the advance voting period and who have the right to participate in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Companies Act will be recorded as having attended the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Ltd.

6.    Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors and the auditor’s reports for 2020

–    Review by the President and CEO 

Inasmuch as participation in the Annual General Meeting is possible only by taking action in advance, the annual report published on February 19, 2021, which includes the financial statements, the consolidated financial statements, the report of the Board of Directors and the auditor’s report, is deemed to have been presented to the Annual General Meeting. The document is available on the company’s website.

7.    Adoption of the financial statements and the consolidated financial statements

8.    Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.58 per share be paid based on the adopted balance sheet for the financial year which ended on December 31, 2020. 

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 26, 2021. The Board of Directors proposes that the first installment of the dividend be paid out on April 8, 2021.

The second installment EUR 0.29 per share will be paid in November 2021. 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 2021. The record date is planned to be October 28, 2021, and the dividend payment date November 4, 2021, at the earliest.

The Board of Directors notes that the proposed amount of the dividend is higher than the amount of the minority dividend under Chapter 13 Section 7 of the Finnish Companies Act. 

9.    Resolution on the discharge of the members of the Board of Directors, the President and CEO and the deputy CEO from liability

10.    Advisory resolution on the acceptance of the Remuneration Report 2020

Inasmuch as participation in the Annual General Meeting is possible only by taking action in advance, the Remuneration Report 2020, published on February 19, 2021, is deemed to have been presented to the Annual General Meeting. The Annual General Meeting’s resolution on the Remuneration Report 2020 is advisory.

The Remuneration Report 2020 is available on the company’s website at www.kemira.com > Company > Investors > Corporate governance > Annual General Meeting > Annual General Meeting 2021. 

11.    Resolution on the remuneration of the Chairman, the Vice Chairman and the members of the Board of Directors

The Nomination Board proposes to the Annual General Meeting that the remuneration paid to the members of the Board of Directors will remain unchanged. The remuneration paid to the members of the Board of Directors would thus be as follows. The annual fees: for the Chairman EUR 92,000 per year, for the Vice Chairman and the Chairman of the Audit Committee EUR 55,000 per year and for the other members EUR 44,000 per year. A fee payable for each meeting of the Board of Directors and the Board Committees would thus be as follows: for the members residing in Finland EUR 600, for the members residing in rest of Europe EUR 1,200 and for the members residing outside Europe EUR 2,400.

Travel expenses are proposed to be paid according to Kemira’s travel policy.

In addition, the Nomination Board proposes to the Annual General Meeting 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 Kemira 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, 2021.

The meeting fees are proposed to be paid in cash.

12.    Resolution on the number of members of the Board of Directors and election of the Chairman, the Vice Chairman and the members of the Board of Directors

The Nomination Board proposes to the Annual General Meeting that seven members be elected to the Board of Directors and that the present members Wolfgang Büchele, Shirley Cunningham, Werner Fuhrmann, Timo Lappalainen and Jari Paasikivi be re-elected as members of the Board of Directors. The Nomination Board proposes that Matti Kähkönen and Kristian Pullola be elected as new members of the Board of Directors. In addition, the Nomination Board proposes that Jari Paasikivi be re-elected as the Chairman of the Board of Directors and Matti Kähkönen be elected as the Vice Chairman.   

All the nominees have given their consent to the election and are independent of the company and of the company’s significant shareholders except for Jari Paasikivi, who is not independent of a significant shareholder as he is the Chairman of the Board of Directors of Oras Invest Oy and Oras Invest Oy owns over 10% of Kemira’s shares.

Information on the individuals proposed to be elected as the members of the Board of Directors is available on Kemira’s website at www.kemira.com > Company > Investors > Corporate governance > Annual General Meeting > Annual General Meeting 2021.   

13.    Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting on the recommendation of the Audit Committee that the auditor’s fees be paid based on invoicing approved by the company.   

14.    Election of the auditor

The Board of Directors proposes to the Annual General Meeting on the recommendation of the Audit Committee that Ernst & Young Oy be elected as the company’s auditor with Mikko Rytilahti, APA, acting as the principal auditor.  

The recommendation of the Audit Committee is free from influence by a third party and no clause of the kind referred to in paragraph 6 of the Article 16 of the EU Audit Regulation (537/2014) has been imposed upon it which would restrict the Annual General Meeting’s decision-making relating to the election of auditor.

15.    Proposal of the Board of Directors for authorizing the Board of Directors to decide on the repurchase of the company’s own shares

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide upon a repurchase of a maximum of 5,600,000 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 any share repurchase.

The Share repurchase authorization is valid until the end of the next Annual General Meeting.

16.    Proposal of the Board of Directors for authorizing the Board of Directors to decide on a share issue

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide to issue through one or several share issues a maximum of 15,600,000 new shares and to 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, 2022.

17.       Proposal of the Board of Directors for changing the date on which the members of the Nomination   Board are annually appointed

On March 21, 2012, Kemira’s Annual General Meeting decided to establish a Nomination Board to annually prepare proposals concerning the composition and remuneration of the Board of Directors for the next Annual General Meeting.

According to the decision of the 2012 Annual General Meeting, the Nomination Board shall consist of the four largest shareholders of Kemira or the representatives of such shareholders and the Chairman of the Board of Directors of Kemira, acting as an expert member. The four shareholders holding the most voting rights on August 31 prior to the following Annual General Meeting according to the company’s shareholders’ register maintained by Euroclear Finland Ltd shall each have the right to become a member or to  appoint a member, as the case may be, to the Nomination Board.

The Board of Directors proposes that the Annual General Meeting decides that the four shareholders holding the most voting rights on May 31 (instead of August 31) prior to the following Annual General Meeting according to the company’s shareholders’ register maintained by Euroclear Finland Ltd shall each have the right to become a member or to appoint a member, as the case may be, to the Nomination Board.

Kemira Oyj’s Board of Directors further proposes to the Annual General Meeting that the Nomination Board Charter approved by the Annual General Meeting on March 24, 2017, be amended accordingly by replacing the first sentence of the first paragraph under section “Composition and Meetings” with the following:

“The Nomination Board shall consist of five members being the representatives of the four largest shareholders of Kemira Oyj as of May 31 preceding the Annual General Meeting and the Chairman of the Board of Directors of Kemira Oyj who is acting as an expert member.”

18.    Closing of the meeting 

B.    Documents of the Annual General Meeting

The proposals of the Board of Directors and the Nomination Board, this notice and other documents required by the Finnish Companies Act and the Finnish Securities Market Act are available for inspection by shareholders on the company’s website at www.kemira.com > Company > Investors > Corporate governance > Annual General Meeting > Annual General Meeting 2021. Documents concerning Kemira’s financial statements as well as the remuneration report are available on the above-mentioned website as of February 19, 2021. Copies of these documents and this notice will be sent to a shareholder upon request. The Minutes of the Annual General Meeting are available on the above-mentioned website no later than April 7, 2021.

C.    Instructions for the participants in the Annual General Meeting

The shareholders and their proxy representatives may participate in the Annual General Meeting and exercise their rights as shareholders only by voting in advance and/or by submitting counterproposals and/or questions in advance as instructed below.

1.    Shareholders registered in the shareholders’ register

A shareholder who on the record date of the Annual General Meeting, March 12, 2021, is registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd, is entitled to participate in the Annual General Meeting. A shareholder, whose shares have been recorded in his/her personal book-entry account, is registered in the company’s shareholders’ register. Shareholders may participate in the meeting only by voting in advance in the manner instructed below as well as by submitting counterproposals and/or questions in advance. 

2.       Registration and advance voting

Registration for the meeting and advance voting will begin on February 19, 2021 at 9.00 a.m. EET, following the expiration of the deadline for submitting counterproposals to be taken to vote. A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the Annual General Meeting by voting in advance, must register for the meeting and submit his/her/its votes no later than March 17, 2021 by 4.00 p.m. EET, by which time the votes need to be received.

A shareholder, who has a personal Finnish book-entry account, may register and vote in advance on certain items on the agenda of the Annual General Meeting from 9.00 a.m. EET on February 19, 2021 until 4.00 p.m. EET on March 17, 2021 by the following means:

a)    through Kemira’s website at the address www.kemira.com;

Private individual (private shareholder or his/her proxy):

The electronic registration and advance voting requires the use of strong electronic identification with Finnish online banking credentials or mobile certificate 

Other than a private individual: 

The electronic registration and advance voting requires the shareholder’s identification number and book-entry account number.

b)    by mail or email

A shareholder may send an advance voting form, which will be made available on Kemira’s Annual General Meeting website on February 19, 2021, or corresponding information to Euroclear Finland Ltd by email to yhtiokokous@euroclear.eu or by mail to Euroclear Finland Ltd, Yhtiökokous/Kemira Oyj, PL 1110, 00101 Helsinki, Finland. If a shareholder participates in the meeting by sending the votes in advance by mail or email to Euroclear Finland Ltd before the end of the registration and advance voting period, this delivery of votes constitutes registration for the Annual General Meeting, provided that the above-mentioned information required for registration and advance voting is included.

Instructions relating to advance voting may also be found on Kemira’s Annual General Meeting website. Further information may also be obtained during the registration period by calling +358 20 770 6886 from Monday to Friday between 9.00 a.m.–4.00 p.m. EET.

In connection with a registration for the Annual General Meeting, the shareholder shall notify his/her/its name, date of birth/company identification number, address, telephone number and the name and personal identification number/company identification number of the possible proxy representative. The personal data given to Kemira or Euroclear Finland Ltd is used only in connection with the Annual General Meeting and with the processing of related registrations.

3.    Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her/its rights at the meeting by way of proxy representation. The proxy representative of a shareholder may only participate by voting in advance in the manner instructed in this notice. A proxy representative shall produce a dated proxy document or otherwise demonstrate in a reliable manner his/her/its right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting. 

Proxy documents are requested to be delivered, together with the registration notice, by March 17, 2021 at 4.00 p.m. at the latest by email: legal@kemira.com or by mail: Kemira Oyj/AGM, P.O. Box 330, 00101 Helsinki, Finland.

4.    Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares based on which he/she/it would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd on March 12, 2021. The participation in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily entered in the shareholders’ register held by Euroclear Finland Ltd at the latest by March 19, 2021 at 10:00 a.m. EET. As regards nominee registered shares, this constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request well in advance necessary instructions regarding the temporary registration in the shareholders’ register, the issuing of proxy documents and registration for the Annual General Meeting from his/her/its custodian bank. The account operator of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholders’ register of the company at the latest by the time set out above. In addition, the account management organization of the custodian bank is required to arrange advance voting on behalf of the holders of the applicable nominee registered shares within the registration period for the nominee registered shares.

5.    Other information

Shareholders who hold at least one-hundredth of all the shares in the company have a right to make counterproposals to the agenda items, to be taken to vote. Such counterproposals must be delivered to Kemira by email to legal@kemira.com no later than February 17, 2021 at 4.00 p.m. EET. 

In connection with submitting a counterproposal, shareholders are required to provide adequate evidence of their shareholding. Any counterproposal will be addressed by the General Meeting subject to the shareholder having the right to participate in the Annual General Meeting and holding at least one-hundredth of all shares in the company on the record date of the Annual General Meeting. Should any counterproposal not be addressed at the meeting, advance votes in favor of the counterproposal will not be taken into account. Kemira will publish possible counterproposals to be taken to vote on its website on February 19, 2021, at the latest.

A shareholder may submit questions under Chapter 5, Section 25 of the Finnish Companies Act with respect to matters to be considered at the Annual General Meeting. Such questions must be sent by email to legal@kemira.com no later than March 10, 2021 at 4.00 p.m. EET. Such questions from shareholders, the company’s management’s answers to them, and any counterproposals that will not be taken to vote will be available on the company’s website on March 15, 2021. In connection with submitting questions and/or counterproposals, shareholders are required to provide adequate evidence of their shareholding.

The total number of shares and votes in Kemira as of the date of this notice, February 10, 2021, is 155,342,557.

Shareholders registering for the Annual General Meeting may simultaneously register to follow the Annual General Meeting remotely through a live webcast.

In Helsinki, February 10, 2021

Kemira Oyj
Board of Directors