The remuneration at Kemira is designed to drive the company’s long-term financial success, business strategy and positive development of the shareholder value.

Kemira’s key remuneration principles are:

• Pay-for-performance is Kemira’s main principle in remuneration. Kemira acknowledges and rewards for good performance and achievements. Kemira strives to establish a clear link between company and employee performance and success.
• Competitive, market driven remuneration ensures that Kemira can attract, motivate and retain the best employees for Kemira. Kemira regularly benchmarks its remuneration against relevant geographic and industry market.
• Effective communication of remuneration principles and programs ensures transparency both internally and externally. Reward principles and programs are communicated to employees and external stakeholders.
• Compliance with local laws and Kemira’s internal remuneration approval principles is a prerequisite for remuneration at Kemira. Kemira has implemented internal controls to ensure compliance.

These key remuneration principles are applied to the President & CEO, the operative management as well as to all Kemira employees.

The General Meeting decides on the remuneration of the Board. The Nomination Board, consisting of the representatives of the four largest shareholders of Kemira Oyj, prepares annually a proposal for the next General Meeting concerning the composition and remuneration of the Board.

The Board decides the salaries, other remuneration, and the terms of service of the President & CEO, the CEO’s Deputy and the Group Leadership Team, based on the proposal by the Personnel and Remuneration Committee. The Board may delegate its decision-making authority to the Committee. To avoid conflicts of interest, the majority of the Committee members must be independent of the company, and the President & CEO or any member of the Group Leadership Team may not be a member of the Committee. The President & CEO is not involved in the decision-making process of his or her remuneration.

Incentive plans involving a share issue, an issue of option rights or special rights entitling one to shares must be based on a share issue approval by the General Meeting or an authorization by the General Meeting to the Board to decide on the share issue.

According to the decisions made in the Annual General Meeting 2024, the members of the Board of Directors are paid an annual fee and a fee per meeting. The members of the Board of Directors are not eligible for the short-term bonus plan or the long-term share incentive plan, or supplementary pension plans of Kemira Oyj.

The annual fees are as follows:

• the Chair will receive EUR 125,000 per year,
• the Vice Chair and the Chair of the Audit Committee EUR 70,000 per year and
• the other members EUR 54,000 per year.

A fee payable for each meeting of the Board and the Board Committees will be paid based on the method and place of the meeting as follows:

• EUR 750 for each meeting remotely participated or in the member’s country of residence
• EUR 1,500 for each meeting participated on the same continent, and
• EUR 3,000 for each meeting participated on a different continent than the member’s country of the residence.

The meeting fees are to be paid in cash. Travel expenses are reimbursed according to Kemira’ s travel policy.

In addition, the Annual General Meeting decided that the annual fee shall 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, Kemira shares acquired from the securities market, and 60% is paid in cash. The Annual General Meeting decided that the shares will be transferred to the members of the Board of Directors within two weeks after the release of Kemira’ s interim report January 1–March 31, 2024. There are no special terms or conditions associated with owning these shares.

Employment terms

Base salary and benefits

President and CEO

The annual base salary applied is € 640,000 including mobile phone benefit. He is entitled to a car benefit in accordance with the company car policy.

CEO’s Deputy

The annual base salary applied is € 203,499 including mobile phone benefit. He is entitled to a car benefit in accordance with the company car policy. No remuneration is paid to the CEO’s Deputy based on CEO substitution.

Supplementary pension

President and CEO

No supplementary pension is being offered to the President and CEO.

CEO’s Deputy

No supplementary pension was offered to the CEO’s Deputy.

Short-term incentives (STI)

President & CEO

Performance period 2025: The maximum STI opportunity is 100% of the annual base salary. The performance criteria are determined on the basis of the following KPIs of Kemira Group: operative cash flow after investing activities, operative EBIT in EUR, organic revenue growth %, strategic revenue growth in EUR and safety.

Performance period 2024: The maximum STI opportunity is 80% of the annual base salary. The performance criteria are determined on the basis of the following KPIs of Kemira Group: operative cash flow after investing activities, operative EBIT in EUR, strategic revenue growth in EUR and safety.

CEO’s Deputy

Performance period 2025: The maximum STI opportunity is 80% of the annual base salary. The performance criteria are determined on the basis of the following KPIs of Kemira Group: operative cash flow after investing activities, operative EBIT in EUR, organic revenue growth %, strategic revenue growth in EUR and Group safety.

Performance period 2024: The maximum STI opportunity is 60% of the annual base salary. The performance criteria are determined on the basis of the following KPIs of Kemira Group: operative cash flow after investing activities, operative EBIT in EUR, strategic revenue growth in EUR and safety.

Long-term incentives (LTI)

Based on the terms of the share plan, the maximum reward is determined as a number of shares and a cash portion intended to cover taxes and the tax related costs arising from the reward.

Performance period 2022-2024 and due payment:

President & CEO

The maximum reward opportunity, 44,000 shares and cash portion to cover taxes and tax related costs arising from the reward. The performance criteria for 2022-2024 were Average Intrinsic Value and Average Organic Revenue Growth, and the outcome of the reward is 100% reflecting 44,000 number of shares. The reward will be paid in 2025.

CEO’s Deputy

The maximum reward opportunity for the LTI 2022-2024 performance period for the CEO’s Deputy was 15,400 shares and cash portion intended to cover taxes and the tax related costs arising from the reward. The performance criteria for 2022-2024 were Average Intrinsic Value and Average Organic Revenue Growth, and the outcome of the reward was 100% reflecting 15,400 number of shares. The reward will be paid in 2025.

Ongoing LTI Plans

President and CEO

The maximum reward opportunity for the ingoing PSP 2023-2025 performance period for the CEO is 44,000 shares and a cash portion intended to cover taxes and tax-related costs arising from the reward. The performance criteria are Average Return on Capital Employed % (ROCE-%) p.a., Average Organic Revenue Growth % p.a., Kemira CO2 emission reduction from Scope 1 & 2 by 2025, and Revenue Growth of Renewable products by 2025. The possible reward is paid in 2026.

The maximum reward opportunity for the ongoing LTI 2024–2026 performance period for the President & CEO is 44,000 shares and cash portion intended to cover taxes and the tax related costs arising from the reward. The performance criteria are Average Return on Capital Employed % (ROCE-%) p.a., Average Organic Revenue Growth % p.a., Kemira CO2 emission reduction from Scope 1 & 2 by 2026, and Revenue Growth of Renewable products by 2026. The possible reward is paid in 2027.

The maximum reward opportunity for the ongoing PSP 2025-2027 performance period for the CEO is 250% of the annual salary, at maximum, at grant. The performance criteria are Average Return on Capital Employed % (ROCE-%) p.a., Average Organic Revenue Growth % p.a., Kemira CO2 emission reduction from Scope 1 & 2 by 2027, and Revenue Growth of Renewable products by 2027. The possible reward is paid in 2028.

CEO’s Deputy

The maximum reward opportunity for the ongoing LTI 2023-2025 performance period for the CEO’s Deputy is 15,400 shares and cash portion intended to cover taxes and the tax related costs arising from the reward. The performance criteria are Average Return on Capital Employed % (ROCE-%) p.a., Average Organic Revenue Growth % p.a., Kemira CO2 emission reduction from Scope 1 & 2 by 2025, and Revenue Growth of Renewable products by 2025. The possible reward is paid in 2026.

The maximum reward opportunity for the ongoing LTI 2024–2026 performance period for the CEO’s Deputy is 15,400 shares. and cash portion intended to cover taxes and the tax related costs arising from the reward. The performance criteria are Average Return on Capital Employed % (ROCE-%) p.a., Average Organic Revenue Growth % p.a., Kemira CO2 emission reduction from Scope 1 & 2 by 2026, and Revenue Growth of Renewable products by 2026. The possible reward is paid in 2027.

The maximum reward opportunity for the ongoing PSP 2025-2027 performance period for the CEO’s Deputy is 125% of the annual salary, at maximum, at grant. The performance criteria are Average Return on Capital Employed % (ROCE-%) p.a., Average Organic Revenue Growth % p.a., Kemira CO2 emission reduction from Scope 1 & 2 by 2027, and Revenue Growth of Renewable products by 2027. The possible reward is paid in 2028.

Termination

President and CEO

A mutual termination notice period is 6 months applies to the President and CEO. He is entitled to a severance pay of 12 months’ salary in addition to the salary earned during the notice period, in case the company terminates his service.

CEO’s Deputy

A mutual termination notice period of 6 months applies to the CEO’s Deputy. He is entitled to a severance pay of 6 months’ salary in addition to the salary earned during the notice period, in case the company terminates his service.

Insurances

President and CEO

The President and CEO is entitled to insurances such as life and permanent disability, private accident, business travel, and directors’ and officers’ liability insurance. He participates in the company sickness fund.

CEO’s Deputy

The CEO’s Deputy is entitled to insurances such as life and permanent disability, private accident, business travel, and directors’ and officers’ liability insurance. The CEO’s Deputy participates in the company sickness fund.

Remuneration of the Group Leadership Team comprises a base salary, benefits and performance-based incentive plans. The incentive plans consist of an annual short-term bonus plan and a long-term share incentive plan.

Main employment terms of the Group Leadership Team

Short-term incentives (STI)

The short-term bonus plan for the members of the Group Leadership Team is determined based on the achievement of the Kemira Group, Segment level and role-based targets set by the Board of Directors for each financial year.

The maximum bonus for the members of the Group Leadership Team is 90% to 100% of the annual base salary.

The performance criteria 2025 are determined on the basis of Group operative cash flow after investing activities, Group or Segment level operative EBIT in EUR, Group level organic Revenue Growth in %, Group level Strategic Revenue Growth in EUR and safety related KPI of Kemira Group.

The performance criteria 2024 are determined on the basis of Group operative cash flow after investing activities, Group or Segment level operative EBIT in EUR, Group level Strategic Revenue Growth in EUR and safety related KPI of Kemira Group.

Long-term incentives (LTI)

The objective of the long-term share incentive plans is to combine the interests of the shareholders and the members of the Group Leadership Team in order to increase the value of Kemira and to commit the members of the Group Leadership Team to Kemira.

Termination

Depending on country practices, mutual termination notice period of 6 months applies to the members of the Group Leadership Team. In addition, a severance payment of 6 months’ salary is paid to the member of the Group Leadership Team if the company terminates the employment agreement without a cause attributable to the person.

Insurances

The members of the Group Leadership Team are entitled for life and permanent disability, private accident, business travel, and directors’ and officers’ liability insurances, and participate in the company sickness fund or other similar arrangement.

Pension

The Group Leadership Team members who are employed by a Finnish Kemira company do not have any supplementary pension arrangements in addition to the statutory pensions. Members of the Group Leadership Team who are employed by a foreign Kemira company participate in pension systems based on statutory pension arrangements and market practices in their local countries.

Remuneration of the Group Leadership Team (referred as Management Board until December 31, 2024) for the preceding financial year (2024).

Individual figures presented in the table have been rounded to the nearest exact figure. Therefore, the sum of the individual figures may deviate from the total figure.

* Members of the the Management Board in 2024 were Petri Castrén, Harri Eronen (as of February 12, 2024), Linus Hildebrandt, Matthew R. Pixton, Esa-Matti Puputti, Tuija Pohjolainen-Hiltunen, Antti Salminen and Eeva Salonen. The table does not include remuneration paid in 2024 to Antti Salminen nor Petri Castrén, which are reported in the CEO and Interim CEO section of the Remuneration report 2024.

Long-term share incentive plan 2025-2029

Decision-making
In December 2024, the Board of Directors of Kemira Oyj decided to establish a long-term share incentive plan for the years 2025-2029 directed to a group of key employees in Kemira.

Earning periods and criteria

The long-term share incentive plan includes three three-year performance periods: years 2025–2027, 2026–2028 and 2027–2029.

The Board shall decide on the plan’s performance criteria and on the required performance levels for each criterion at the beginning of each performance period. The Board shall also decide on the plan’s participants and share allocations at the beginning of each performance period.

Rewards
Shares are allocated as gross earnings before the withholding of the applicable payroll tax. The potential reward will be paid partly in Kemira shares and partly in cash. The cash portion covers taxes and tax-related costs arising from the reward to the participant.

Employment
As a rule, no reward will be paid, if a participant’s employment or service ends before the reward payment.

Clawback
Clawback provisions apply to plan rewards in exceptional circumstances, such as misconduct or misstatement of financial results.

Share ownership guidelines
The Board of Directors recommends that a member of the Group Leadership Team will own such number of Kemira’s shares that the total value of his or her shareholding corresponds to the value of his or her annual gross salary as long as the membership continues. If this recommendation is not yet fulfilled, the Board of Directors recommends that a member of the Group Leadership Team will hold 50 per cent of the number of shares given on the basis of this plan also after the end of the restriction period, as long as his or her shareholding in total corresponds to the value of his or her annual gross salary.

Long-term share incentive plan 2022-2026

Decision-making
In December 2021, the Board of Directors of Kemira Oyj decided to establish a long-term share incentive plan for the years 2022-2026 directed to a group of key employees in Kemira.

Earning periods and criteria
The long-term share incentive plan includes three three-year performance periods: years 2022-2024, 2023-2025 and 2024-2026.

In the beginning of each performance period, the Board of Directors decides on the plan’s performance criteria, the required performance levels for each criterion, and the plan’s participants and share allocations during the performance period.

Rewards
Shares are allocated as net earnings. The potential reward will be paid partly in Kemira’s shares and partly in cash. The cash portion is intended to cover the taxes and tax-related costs arising from the reward to the participant.

Employment
As a rule, no reward will be paid, if a participant’s employment or service ends before the reward payment.

Clawback
Clawback provisions apply to plan rewards in exceptional circumstances, such as misconduct or misstatement of financial results.

Share ownership guidelines
The Board of Directors recommends that a member of the Group Leadership Team will own such number of Kemira’s shares that the total value of his or her shareholding corresponds to the value of his or her annual gross salary as long as the membership continues. If this recommendation is not yet fulfilled, the Board of Directors recommends that a member of the Group Leadership Team will hold 50 per cent of the number of shares given on the basis of this plan also after the end of the restriction period, as long as his or her shareholding in total corresponds to the value of his or her annual gross salary.

Restricted Share Plan

Decision-making
In December 2023, the Board of Directors of Kemira Oyj decided to establish a Restricted Share Plan (RSP). The aim of the Restricted Share Plan is to function as a complementary share-based incentive tool to combine the objectives of the shareholders and the persons participating in the plan to increase the value of Kemira and to commit the participants to Kemira. In particular, the Restricted Share Plan can be used as a commitment instrument in specific executive recruitment situations. The terms allow the plan to be used with careful consideration also in retention situations.

Earning periods and criteria
The restricted share plan is continuous. The Board approves for each calendar year an annual quota of shares, which can be granted within the respective year under the RSP. No earning criteria is applied to the restricted share plan and the delivery of the share reward is subject to the continuation of the employment.

Rewards
The annual quota means a gross number of shares (referring to gross earnings before the withholding of the applicable payroll tax). The total amount of shares offered during the year cannot exceed the respective quota approved by the Board.

Restriction
The plan offers participants an opportunity to receive a predetermined number of company’s shares after a specific restriction period, which can vary from twelve (12) to forty (40) months with a decision by the Board of Directors.

Employment
As a rule, no reward will be paid, if a participant’s employment or service ends before the reward payment. Should a participant’s employment or service end during the restriction period, as a rule, he or she must gratuitously return to the company the shares given as reward.

Clawback
Clawback provisions apply to plan rewards in exceptional circumstances, such as misconduct or misstatement of financial results.

Share ownership guidelines
The Board of Directors recommends that a member of the Group Leadership Team will own such number of Kemira’s shares that the total value of his or her shareholding corresponds to the value of his or her annual gross salary as long as the membership continues. If this recommendation is not yet fulfilled, the Board of Directors recommends that a member of the Group Leadership Team will hold 50 per cent of the number of shares given on the basis of this plan also after the end of the restriction period, as long as his or her shareholding in total corresponds to the value of his or her annual gross salary.

Restricted Share Plan 2025

The maximum amount of shares that may be granted under the Restricted Share Plan in year 2025 is 96,090 Kemira shares (referring to gross earnings before the withholding of the applicable payroll tax).

Remuneration Report 2023
Remuneration Report 2022
Remuneration Report 2021
Remuneration Report 2020
Remuneration Statement 2019
Remuneration Statement 2018
Remuneration Statement 2017
Remuneration Statement 2016