Kemira Oyj: Proposals of the Nomination Board to the Annual General Meeting 2025

Kemira Oyj: Proposals of the Nomination Board to the Annual General Meeting 2025

The Nomination Board proposes to the Annual General Meeting of Kemira Oyj that eight members  be elected to the Board of Directors and that the present members Tina Sejersgård Fanø, Werner Fuhrmann, Timo Lappalainen, Annika Paasikivi, Kristian Pullola and Mikael Staffas be re-elected as members and Susan Duinhoven and Matti Lehmus elected as new members of the Board of Directors. In addition, the Nomination Board proposes that Annika Paasikivi be elected as the Chair of the Board of Directors and Susan Duinhoven elected as the Vice Chair.

All the nominees have given their consent to the position and are independent of the company’s significant shareholders except for Annika Paasikivi. Annika Paasikivi is the President & CEO of Oras Invest Oy and Oras Invest Oy owns over 10% of Kemira Oyj’s shares.

Current Chair of the Board of Directors, Matti Kähkönen, has informed that he will no longer be available for re-election to the next term of the Board of Directors. Matti Kähkönen has served in Kemira’s Board of Directors since 2021 and as the Chair since 2022. The Nomination Board wishes to thank Matti Kähkönen for his important work at the Board of Directors and significant contribution to Kemira Oyj during the past four years.

Susan Duinhoven, Ph.D. (Physical Chemistry), University of Wageningen, B. Sc. (Physical Chemistry), University of Amsterdam, born 1965, has served in multiple leadership positions, latest as the President and CEO of Sanoma Oyj from 2015 till January 1, 2024. She is a member of the Board of Directors of KONE Oyj. Susan Duinhoven is a Dutch citizen living in Finland.

Matti Lehmus, M. Sc. (Chemical engineering), Helsinki University of Technology and eMBA, Helsinki School of Economics, born 1974, has held several leadership positions in the chemical industry at Neste Corporation, latest as the President and CEO at Neste Corporation from 2022 until October 2024. Matti Lehmus is a Finnish citizen.

Regarding 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 Chair EUR 132,000 per year (EUR 125,000), for the Vice Chair and the Chair of the Audit Committee EUR 74,000 per year (EUR 70,000), 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 (EUR 65,000) and for the other members EUR 57,000 per year (EUR 54,000).

The Nomination Board proposes that a fee payable for each meeting of the Board of Directors and the Board Committees to be kept at the current level, and a fee be paid based on the method of participation 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 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, 2025. 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 Chair of the Nomination Board; Hanna Kaskela, Senior Vice President, Sustainability and Communications, Varma Mutual Pension Insurance Company; Lisa Beauvilain, Global Head of Sustainability & Stewardship, Executive Director, Impax Asset Management plc, and Annika Ekman, Head of Equities, Ilmarinen Mutual Insurance Company as members of the Nomination Board and Matti Kähkönen, Chair of Kemira's Board of Directors, as an expert member.

For more information, please contact

Ville Kivelä, Chairman of the Kemira Nomination Board
Tel. +358 10 2868 100

Kemira Oyj
Jukka Hakkila, Group General Counsel, Secretary of the Nomination Board
Tel. +358 10 86211

Kemira is a global leader in sustainable chemical solutions for water-intensive industries. Our customers include industrial and municipal water treatment operators, and pulp & paper industry among others. We provide the best-suited products and services to improve our customers’ product quality, process, and resource efficiency. Our focus is on water treatment, renewable solutions, and digital services. In 2023, Kemira had annual revenue of around EUR 3.4 billion and around 5,000 employees. Kemira shares are listed on the Nasdaq Helsinki Ltd. www.kemira.com