Kemira Oyj: Proposals of the Nomination Board to the Annual General Meeting 2022

Kemira Oyj: Proposals of the Nomination Board to the Annual General Meeting 2022

The Nomination Board proposes to the Annual General Meeting of Kemira Oyj that eight members (previously seven) be elected to the Board of Directors and that the present members Wolfgang Büchele, Shirley Cunningham, Werner Fuhrmann, Timo Lappalainen, Matti Kähkönen and Kristian Pullola be re-elected as members of the Board of Directors. The Nomination Board proposes that Annika Paasikivi and Tina Sejersgård Fanø be elected as new members of the Board of Directors. In addition, the Nomination Board proposes that Matti Kähkönen be elected as the Chairman of the Board of Directors and Annika Paasikivi be elected as the Vice Chairman.

All the nominees have given their consent to the position and are independent of the company and the company’s significant shareholders except for Annika Paasikivi, who is not independent of significant shareholders. Annika Paasikivi is the President and CEO of Oras Invest Oy and Oras Invest Oy owns over 10% of Kemira Oyj’s shares.

Current Chairman of the Board, Jari Paasikivi, has informed that he will no longer be available for re-election to the next term of the Board of Directors. Jari Paasikivi has served ten years in the Board of Directors of Kemira Oyj including eight years as the Chairman. The Nomination Board wishes to thank Jari Paasikivi for his long service and significant contribution to Kemira Oyj.

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,Chairman 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 Chairman of the Board of Innovationsfonden and Member of the Board of DLF Seeds & Science A/S. Tina Sejersgård Fanø is a Danish citizen.

With regard to the selection procedure for the members of the Board of Directors, the Nomination Board recommends that shareholders take a position on the proposal as a whole at the Annual General Meeting. This recommendation is based on the fact that Kemira’s shareholders' Nomination Board is separate from the Board of Directors, in line with a good Nordic governance model. The Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the company and that the diversity principles of the company will be met and that the composition of the Board of Directors meets other requirements of the Finnish Corporate Governance Code for listed companies.

The Nomination Board proposes that the remuneration paid to the members of the Board of Directors will be increased as follows (current remuneration in parentheses): for the Chairman EUR 110,000 per year (EUR 92,000), for the Vice Chairman and the Chairman of the Audit Committee EUR 65,000 per year (EUR 55,000) and for the other members EUR 50,000 per year (EUR 44,000). The annual fees were last increased in 2019.

The Nomination Board proposes that 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 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 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 proposed to be paid in cash.

The Nomination Board has consisted of the following representatives: Ville Kivelä, Chief Investment Officer of Oras Invest Oy as the Chairman of the Nomination Board; Pauli Anttila, Investment Director, Solidium Oy; Reima Rytsölä, Deputy CEO, Investments, Varma Mutual Pension Insurance Company and Annika Ekman, Head of Direct Equity Investments, Ilmarinen Mutual Pension Insurance Company as members of the Nomination Board and Jari Paasikivi, Chairman of Kemira's Board of Directors as an expert member.