Kemira Oyj, Stock Exchange Release, March 20, 2025 at 3.00 pm (EET)
Kemira Oyj: Decisions of the Annual General Meeting 2025
The Annual General Meeting of Kemira Oyj approved the financial statements, made an advisory resolution on the remuneration report, and discharged the members of the Board of Directors, the President & CEO and the Interim CEO from liability for the financial year 2024.
The Annual General Meeting decided to elect eight members to the Board of Directors. The Annual General Meeting re-elected the previous members Tina Sejersgård Fanø, Werner Fuhrmann, Timo Lappalainen, Annika Paasikivi, Kristian Pullola and Mikael Staffas. Susan Duinhoven and Matti Lehmus were elected as new members. Annika Paasikivi was elected as the Chair of the Board of Directors and Susan Duinhoven as the Vice Chair.
Dividend payment
The Annual General Meeting approved the Board of Directors’ proposal of EUR 0.74 per share for the financial year 2024.
The dividend will be paid in two installments. The first installment of EUR 0.37 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 24, 2025. The Board of Directors proposes that the first installment of the dividend be paid out on April 3, 2025.
The second installment EUR 0.37 per share will be paid in November 2025. 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 2025. The record date is planned to be October 28, 2025, and the dividend payment date November 4, 2025, 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.
Advisory resolution on the acceptance of the Remuneration Report 2024
The Annual General Meeting approved the Remuneration Report 2024 on an advisory basis. Remuneration Report 2024 is available on the company’s website at kemira.com/agm2025.
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 132,000 per year, the Vice Chair and the Chair of the Audit Committee EUR 74,000 per year, for the Chair of the Personnel and Remuneration Committee (if the person is not the Chair or Vice Chair of the Board of Directors) EUR 68,000 per year and the other members EUR 57,000 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 as follows: participating remotely or in a meeting arranged in the member’s country of residence EUR 750, participating in a meeting arranged on the same continent as the member’s country of residence EUR 1,500 and participating in a meeting arranged in a different continent than the member’s country of residence EUR 3,000. Travel expenses will be 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, 2025.
The meeting fees are to be paid in cash.
Election of the auditor and remuneration
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.
Election of the sustainability reporting assurance provider and remuneration
Ernst & Young Oy was elected as the sustainability assurance provider with Mikko Rytilahti, APA and Authorized Sustainability Auditor, assuring the sustainability report. The sustainability reporting assurance provider’s fees be paid based on invoicing approved by the company.
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 14,600,000 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 (directed 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 so that the minimum price to be paid shall 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.
The price paid for the shares repurchased through directed repurchase under the authorization shall be based on the share price formed in public trading on the date of the repurchase or otherwise a price formed on the market.
Shares shall be acquired and paid for in accordance with the rules of Nasdaq Helsinki Ltd 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 how the shares are repurchased and other terms related to any share repurchase.
The Share repurchase authorization is valid until September 20, 2026.
Authorization to decide on share issue
The Annual General Meeting authorized the Board of Directors to decide to issue through one or several share issues new shares and/or transfer company’s own shares held by the company, provided that the number of shares thereby issued and/or transferred totals a maximum of 15,600,000 shares (“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, 2026.
The Minutes of the Annual General Meeting will be available on the company’s website kemira.com/agm2025 no later than April 3, 2025.
For more information, please contact:
Kemira Oyj
Jukka Hakkila, Group General Counsel
Tel. +358 40 544 2303
jukka.hakkila@kemira.com
Mikko Pohjala, Vice President, Investor Relations
Tel. +358 40 838 0709
mikko.pohjala@kemira.com
Kemira is a global leader in sustainable chemical solutions for water-intensive industries. We deliver tailored products and services to improve the product quality, processes, and resource efficiency of our diverse range of customers. Our focus is on water treatment, as well as on fiber and renewable solutions – enabling sustainability transformation for our customers. In 2024, Kemira reported annual revenue of EUR 2.9 billion with a global team of some 4,700 colleagues. Kemira is listed on the Nasdaq Helsinki www.kemira.com