Kemira Oyj: Notice to the Annual General Meeting
(Thomson Reuters ONE) -
Kemira Oyj
Stock Exchange Release
February 24, 2017 at 8.00 am (CET+1)
Kemira Oyj: Notice to the Annual General Meeting
The shareholders of Kemira Oyj ("Kemira") are invited to the Annual General
Meeting to be held on Friday, March 24, 2017 at 10.00 am at Marina Congress
Center, Katajanokanlaituri 6, Helsinki, Finland. The reception of persons who
have given notification to attend the meeting will begin at 9.00 am.
A. Matters on the agenda of the Annual General Meeting
The following matters will be considered at the Annual General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the persons to confirm the minutes and to supervise the counting
of the votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the consolidated financial
statements, the report of the Board of Directors and the auditor's reports
for 2016
- Review by the President and CEO
7. Adoption of the financial statements and the consolidated financial
statements
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
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, 2016. 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, March 28, 2017. The Board of Directors proposes that the dividend
be paid out on April 11, 2017.
9. Resolution on the discharge of the members of the Board of Directors, the
President and CEO and the deputy CEO from liability
10. Resolution on the remuneration of the Chairman, the Vice Chairman and the
members of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that the annual
fees paid to the members of the Board of Directors would remain unchanged.
The annual fees would thus be as follows: for the Chairman EUR 80,000, for
the Vice Chairman and the Chairman of the Audit Committee EUR 49,000 and
for the other members EUR 39,000 per year.
The Nomination Board proposes to the Annual General Meeting that the fee
payable for each meeting of the Board of Directors and the Board Committees
would remain unchanged. A fee payable for each meeting would thus be as
follows; members residing in Finland EUR 600, for the members residing in
rest of Europe EUR 1,200 and for the members residing outside Europe 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, 2017.
The meeting fees are proposed to be paid in cash.
11. Resolution 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
The Nomination Board proposes to the Annual General Meeting that six
(previously seven) members be elected to the Board of Directors and that
the present members Wolfgang Büchele, Kaisa Hietala, Timo Lappalainen, Jari
Paasikivi and Kerttu Tuomas be re-elected as members of the Board of
Directors. The Nomination Board proposes that Shirley Cunningham be elected
as new member of the Board of Directors.
The Nomination Board proposes that Jari Paasikivi will be re-elected as the
Chairman of the Board of Directors and that Kerttu Tuomas will be re-
elected as the Vice Chairman.
Information on the individuals proposed to be elected as the members of the
Board of Directors is available at Kemira's website at www.kemira.com >
Investors > Corporate governance > Annual General Meeting > Annual General
Meeting 2017.
12. 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 the company.
13. Election of the auditor
The Board of Directors proposes to the Annual General Meeting on the
recommendation of the Audit Committee, that Deloitte & Touche Ltd. be
elected as the company's auditor with Jukka Vattulainen, APA, acting as the
principal auditor.
14. 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 4,800,000
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
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.
15. 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 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 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 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, 2018.
16. Adoption of the Charter of the Shareholders' Nomination Board
The Board of Directors proposes that the Annual General Meeting adopts the
Charter of the Shareholders' Nomination Board.
17. Closing of the meeting
B. Documents of the Annual General Meeting
Documents concerning Kemira's financial statements, the proposals of the Board
of Directors and the Nomination Board, this notice and other documents required
by the Finnish Companies Act and the Finnish Securities Market Act are available
for inspection by shareholders as from February 24, 2017, at the company's web
site at www.kemira.com > Investors > Corporate governance > Annual General
Meeting > Annual General Meeting 2017. The proposals and the other documents
mentioned above are available at the Annual General Meeting. The Minutes of the
Annual General Meeting are available in the above mentioned web site no later
than on April 7, 2017.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders' register
A shareholder who on the record date of the Annual General Meeting, March
14, 2017, is registered in the company's shareholders' register maintained by
Euroclear Finland Ltd, is entitled to attend and participate in the Annual
General Meeting. A shareholder, whose shares have been recorded in his/her
personal book-entry account, is registered in the company's shareholders'
register.
A shareholder wishing to participate in the Annual General Meeting shall
register his/her/its participation to the meeting no later than on Tuesday March
21, 2017 at 4.00 pm. Registration may be made as follows:
a) through Kemira's website at the address www.kemira.com
b) by telephone at +358 20 770 6886, weekdays 9 am - 4 pm
c) by fax at +358 10 862 1119, Kemira Oyj, Anna Kosunen or
d) by letter to the address Kemira Oyj, Anna Kosunen, P.O. Box 330, FI-00101
Helsinki, Finland.
In connection with the registration, the shareholder shall notify his/her/its
name, personal identification number/company identification number, address,
telephone number and the name of the possible assistant, proxy representative or
statutory representative and personal identification number of the proxy
representative. The personal data given to Kemira is used only in connection
with the Annual General Meeting and with the processing of related
registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the
Annual General Meeting by virtue of such shares based on which he/she would be
entitled to be registered in the shareholders' register of the company held by
Euroclear Finland Ltd on March 14, 2017. The participation in the Annual General
Meeting requires, in addition, that the shareholder on the basis of such shares
has been temporarily entered in the shareholders' register held by Euroclear
Finland Ltd at the latest by March 21, 2017 at 10.00 am. As regards nominee
registered shares this constitutes due registration for the Annual General
Meeting.
A holder of nominee registered shares is advised to request well in advance
necessary instructions regarding the temporary registration in the shareholders'
register, the issuing of proxy documents and registration for the Annual General
Meeting from his/her custodian bank. The account operator of the custodian bank
shall register a holder of nominee registered shares, who wants to participate
in the Annual General Meeting, temporarily into the shareholders' register of
the company at the latest by the time stated above.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the meeting by way of proxy representation. A proxy representative
shall produce a dated proxy document or otherwise demonstrate in a reliable
manner his/her right to represent the shareholder at the Annual General Meeting.
When a shareholder participates in the Annual General Meeting by means of
several proxy representatives representing the shareholder with shares at
different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the Annual General Meeting.
A proxy for representing a shareholder at the meeting is requested to be
delivered together with the notice to attend the meeting by March 21, 2017 at
4.00 pm at the latest.
4. Other information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to present questions
with respect to the matters to be considered at the meeting.
The total number of shares and votes in Kemira as of the date of this notice,
February 7, 2017, is 155,342,557.
Helsinki, February 7, 2017
Kemira Oyj
Board of Directors
For more information, please contact:
Kemira Oyj
Jukka Hakkila, Group General Counsel
Tel. +358 10 862 1690
Olli Turunen, Vice President, Investor Relations
Tel. +358 10 862 1255
Kemira is a global chemicals company serving customers in water-intensive
industries. We provide expertise, application know-how and chemicals that
improve our customers' product quality, process and resource efficiency. Our
focus is on pulp & paper, oil & gas, mining and water treatment. In 2016, Kemira
had annual revenue of around EUR 2.4 billion and 4,800 employees. Kemira shares
are listed on the Nasdaq Helsinki Ltd.
www.kemira.com
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Kemira Oyj via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 24.02.2017 - 07:00 Uhr
Sprache: Deutsch
News-ID 526300
Anzahl Zeichen: 16672
contact information:
Town:
Helsinki
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 352 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Kemira Oyj: Notice to the Annual General Meeting"
steht unter der journalistisch-redaktionellen Verantwortung von
Kemira Oyj (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
