Kemira Oyj : Kemira Oyj: Proposals of the Board of Directors to the Annual General Meeting 2013

  Kemira Oyj : Kemira Oyj: Proposals of the Board of Directors to the Annual
                             General Meeting 2013

Kemira Oyj
Stock exchange release
February 6, 2013 at 2.30 pm (CET+1)

Following proposals will be submitted to the Annual General Meeting:

  *Resolution on the use of the profits shown on the balance sheet and on
    dividends
  *Remuneration and election of the auditor
  *Share repurchase authorization
  *Share issue authorization

Proposals of Kemira Oyj's Nomination Board, consisting of the representatives
of the four largest shareholders, 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 and on the remuneration of the Chairman, the Vice
Chairman and the members of the Board of Directors to the Annual General
Meeting were published on January 24, 2013.

The Annual General Meeting of Kemira Oyj will be held in the Marina Congress
Center, Katajanokanlaituri 6, Helsinki, Finland on Tuesday, March 26, 2013, at
1.00 pm. The invitation will be published on March 1, 2013 in Helsingin
Sanomat and on Kemira's website.

Resolution on the use of the profit shown on the balance sheet and on
dividends

The Board of Directors proposes to the Annual General Meeting that a dividend
of EUR 0.53 per share be paid based on the adopted balance sheet for the
financial year which ended on December 31, 2012. The dividend 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 dividend payment,
April 2, 2013. The Board of Directors proposes that the dividend be paid out
on April 9, 2013.

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 against
an invoice approved by Kemira.
Election of the auditor

The Board of Directors proposes to the Annual General Meeting on the
recommendation of the Audit Committee, that Deloitte & Touche Oy be elected as
the company's auditor with Jukka Vattulainen, APA, acting as the principal
auditor.

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 repurchase of a maximum of 4,500,000
company's own shares ("Share repurchase authorization").

Shares will 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 the NASDAQ
OMX Helsinki Ltd (the "Helsinki Stock Exchange") 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 the
Helsinki Stock Exchange and Euroclear Finland Ltd.

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 will decide upon other terms related to share
repurchase.

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

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

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to decide to issue a maximum of 15,600,000 new shares
and/or 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 this 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 plan.

The subscription price of new shares shall be recorded to the invested
unrestricted equity reserves. The consideration payable for company's own
shares shall be recorded to the invested unrestricted equity reserves.

The Board of Directors will decide upon other terms related to the share
issues.

The Share issue authorization is valid until May 31, 2014.
For more information, please contact

Kemira Oyj
Jukka Hakkila, Group General Counsel
+358 10 862 1690

Tero Huovinen, Director, Investor Relations
+358 10 862 1980

Kemira is a global two billion euro water chemistry company that is focused on
serving customers in water-intensive industries. The company offers water
quality and quantity management that improves customers' energy, water, and
raw material efficiency.

www.kemira.com
www.waterfootprintkemira.com

Link to the release

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Source: Kemira Oyj via Thomson Reuters ONE
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