Kemira Oyj, Stock Exchange Release, February 12, 2026 at 9.00 am (EET)
The shareholders of Kemira Oyj (“Kemira” or the “company”) are invited to the
Annual General Meeting to be held on Thursday, March 19, 2026 at 1.00 pm EET at
Finlandia Hall, Veranda, Mannerheimintie 13e, Helsinki, Finland. Reception of
those registered for the meeting and distribution of voting tickets at the
meeting venue will start at 12.00 pm EET.
The shareholders may also exercise their voting right by voting in advance.
Instructions for advance voting are presented in this notice under section C.
Shareholders who have registered for the Annual General Meeting may participate
in the meeting in person at the meeting venue or follow the meeting via a live
webcast. Shareholders following the meeting via the live webcast may comment and
ask questions in writing through a chat function during the review by the
President and CEO. Participation through the live webcast or submitting written
questions or comments through the chat function is not deemed as official
participation in the Annual General Meeting or the exercise of the shareholder's
right to ask questions or speak at the meeting. Written questions submitted
through the chat function are not questions referred to in Chapter 5 Section 25
of the Finnish Companies Act.
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
2025
· 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 0.76 per share be paid based on the adopted balance sheet for the financial
year which ended on December 31, 2025.
The dividend will be paid in two installments. The first installment of EUR 0.38
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 23, 2026. The Board of Directors proposes that the
first installment of the dividend be paid out on April 8, 2026.
The second installment EUR 0.38 per share will be paid in October 2026. 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
2026. The record date is planned to be October 6, 2026, and the dividend payment
date October 13, 2026, at the earliest.
9. Resolution on the discharge of the members of the Board of Directors, the
President and CEO and the deputy CEO from liability
10. Advisory resolution on the acceptance of the Remuneration Report 2025
The Remuneration Report 2025 is available on the company's website at
www.kemira.com/agm2026.
11. Resolution on the remuneration of the Chair, the Vice Chair and the members
of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that the annual fee
paid to the members of the Board of Directors will be increased as follows
(current remuneration in parentheses): for the Chair EUR 141,000 per year (EUR
132,000), for the Vice Chair and the Chair of the Audit Committee EUR 79,000 per
year (EUR 74,000), 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 73,000
per year (EUR 68,000) and for the other members EUR 61,000 per year (EUR
57,000).
The Nomination Board proposes to the Annual General Meeting that that a fee
payable for each meeting of the Board of Directors and the Board Committees will
be kept at the current level and 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 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 Kemira 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, 2026.
The meeting fees are proposed to be paid in cash.
12. Resolution on the number of members of the Board of Directors and election
of the Chair, the Vice Chair and the members of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that seven members
be elected to the Board of Directors and that the present members Susan
Duinhoven, Tina Sejersgård Fanø, Werner Fuhrmann, Matti Lehmus, Annika
Paasikivi, Kristian Pullola and Mikael Staffas be re-elected as 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.
Current member of the Board of Directors, Timo Lappalainen, has informed that he
will no longer be available for re-election to the next term of the Board of
Directors.
All the nominees have given their consent to the election and are independent of
the company and of the company's significant shareholders except for Annika
Paasikivi, who is not independent of a significant shareholder as she is the
Chair of the Board of Oras Invest Oy and Oras Invest Oy owns over 10% of
Kemira's shares.
Information on the individuals proposed to be elected as the members of the
Board of Directors is available on the company's website at
www.kemira.com/agm2026.
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.
13. 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 based on
invoicing approved by the company.
14. Election of the auditor
The Board of Directors proposes to the Annual General Meeting on the
recommendation of the Audit Committee that Ernst & Young Oy be elected as the
company's auditor with Kristina Sandin, APA, acting as the principal auditor.
The recommendation of the Audit Committee is free from influence by a third
party and no clause of the kind referred to in paragraph 6 of the Article 16 of
the EU Audit Regulation (537/2014) has been imposed upon it which would restrict
the Annual General Meeting's decision-making relating to the election of
auditor.
15. Resolution on the remuneration of the sustainability reporting assurance
provider
The Board of Directors proposes to the Annual General Meeting on the
recommendation of the Audit Committee that the sustainability reporting
assurance provider's fees be paid based on invoicing approved by the company.
16. Election of the sustainability reporting assurance provider
The Board of Directors proposes to the Annual General Meeting on the
recommendation of the Audit Committee that Ernst & Young Oy be elected as the
sustainability assurance provider with Kristina Sandin, APA and Authorized
Sustainability Auditor, assuring the sustainability report.
17. 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 a repurchase of a maximum of 15,000,000
company's own shares, however so, that the number of the shares held by the
company at any time does not exceed 10% of all shares in the company. This
amount represents approximately 10.0% of all shares in the company on the date
of this notice (“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.
This Share repurchase authorization replaces the share repurchase authorization
approved by the Annual General Meeting on March 20, 2025.
The Share repurchase authorization is valid until September 19, 2027.
18. Proposal of the Board of Directors for authorizing the Board of Directors to
decide on a share issue
The Board of Directors proposes that the Annual General Meeting authorizes 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
15,000,000 shares, which, as at the date of this proposal represents
approximately 10.0% of all the shares in 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 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, 2027.
19. Closing of the meeting
B. Documents of the Annual General Meeting
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 on the
company's website at www.kemira.com/agm2026. Documents concerning Kemira's
financial statements as well as the remuneration report are available on the
above-mentioned website as of February 20, 2026. Copies of these documents and
this notice will be sent to a shareholder upon request. The Minutes of the
Annual General Meeting are available on the above-mentioned website no later
than April 2, 2026.
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 9,
2026, is registered in the company's shareholders' register maintained by
Euroclear Finland Ltd, is entitled to participate in the Annual General Meeting.
A shareholder, whose shares have been recorded in his/her personal book-entry
account or equity savings account, is registered in the company's shareholders'
register.
Registration for the meeting will begin on February 24, 2026 at 9.00 am EET. A
shareholder, who is registered in the shareholders' register of the company and
who wants to participate in the Annual General Meeting must register for the
meeting no later than March 12, 2026 by 4.00 pm EET. Registration may be made by
the following means:
a. via the company's website at www.kemira.com/agm2026. Electronic registration
requires strong identification of the shareholder or their legal representative
or proxy with a Finnish, Swedish, or Danish bank ID, or a mobile certificate.
b) by telephone at +358 10 2818 909, weekdays between 9.00
am-12.00 pm and 1.00 pm-4.00 pm EET. When registering by phone, a shareholder
cannot vote in advance.
c) by e-mail. Shareholders registering by e-mail shall submit
the registration form and possible advance voting form available on the
company's website at www.kemira.com/agm2026, or equivalent information, to
agm@innovatics.fi.
In connection with the registration, the shareholder shall notify his/her/its
name, date of birth/company identification number, address, telephone number
and/or email address and the name of the possible assistant, proxy
representative or statutory representative and date of birth, telephone number
and/or email address 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.
The shareholder and their representative or proxy must be able to prove their
identity and/or right of representation at the meeting.
Further information on registration and advance voting is available by telephone
during the registration period of the General Meeting by calling Innovatics Oy
at +358 10 2818 909 on weekdays from 9.00 am to 12.00 pm and from 1.00 pm to
4.00 pm.
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/it would be
entitled to be registered in the shareholders' register of the company held by
Euroclear Finland Ltd on March 9, 2026. 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 16, 2026 at 10.00 am EET. As regards nominee
registered shares, this constitutes due registration for the Annual General
Meeting. Changes in the number of held shares after the record date of the
Annual General Meeting shall not have an effect on the right to participate in
the meeting nor on the number of votes held by a shareholder in the 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, registration for the Annual General
Meeting and, if necessary, advance voting from his/her/its 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 set out above and to arrange advance voting, if necessary, on behalf of the
holders of the applicable nominee registered shares within the registration
period for the nominee registered shares. Further information on the matter can
also be found on the company's website at www.kemira.com/agm2026.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise
his/her/its rights at the meeting by way of proxy representation. The
shareholder's proxy representative may also vote in advance as described in this
notice. A proxy representative shall produce a dated proxy document or otherwise
prove in a reliable manner his/her/its right to represent the shareholder at the
Annual General Meeting. Proving the right to represent can be done by using the
suomi.fi e-authorizations service available in the electronic registration
service. If 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.
Model proxy documents and voting instructions are available on the company's
website at www.kemira.com/agm2026.
Any proxy documents are requested to be submitted preferably as an attachment
with the electronic registration or by e-mail to agm@innovatics.fi before the
end of the registration period. In addition to submitting the proxy documents,
the shareholder or their proxy shall register for the Annual General Meeting in
the manner described above in this notice.
4. Advance voting
A shareholder whose shares in the company are registered in their personal
Finnish book-entry account or equity savings account, may vote in advance
between February 24, 2026 at 9.00 am EET and March 12, 2026 at 4 pm EET on
certain items on the agenda of the Annual General Meeting:
a) via the company's website at www.kemira.com/agm2026. Login to the
service is done in the same way as for registration in section C.1 of this
notice.
b) by e-mail by submitting the advance voting form available on the
company's website at www.kemira.com/agm2026, or equivalent information, to
agm@innovatics.fi.
Advance votes must be received by the time the advance voting ends.
A shareholder who has voted in advance may not exercise the right to ask
questions or the right to demand a vote in accordance with the Finnish Companies
Act, and his/her/its possibility to vote on a proposal in respect of an agenda
item, which may have been changed after the advance voting period, may be
limited, unless he/she/it himself/herself/itself or through a proxy presentative
attends the Annual General Meeting in person at the meeting venue.
As regards of holders of nominee-registered shares, the advance voting is
carried out by the custodian bank. The account operator of the custodian bank
may vote in advance on behalf of the holders of the nominee-registered shares,
in a manner instructed by them, during the registration period set for the
nominee-registered shares.
Proposals for resolution that are subject to advance voting are deemed to have
been made at the Annual General Meeting without any changes.
5. Other information
The meeting language is Finnish. The meeting has simultaneous interpretation in
English.
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 ask questions with
respect to the matters to be considered at the meeting.
Changes in the shareholding after the record date of the Annual General Meeting
do not affect the right to participate in the meeting or the shareholder's
voting rights.
The total number of shares and votes in Kemira as of the date of this notice,
February 11, 2026, is 150,342,557. On the said date the company holds a total of
896,004 own shares, which, as at the date of this notice represents
approximately 0.6 % of all the shares in the company, that cannot be used to
vote at the Annual General Meeting.
Shareholders registering for the Annual General Meeting may participate in the
meeting in person at the meeting venue or follow the meeting via a live webcast.
Instructions how to register as a follower for the live webcast and how to
follow the live webcast are available on the company's website at
www.kemira.com/agm2026. Shareholders following the meeting via the live webcast
may comment and ask questions in writing through a chat function during the
review of the President and CEO. Participation through the live webcast and
submitting written questions or comments through the chat function is not deemed
as official participation in the Annual General Meeting or the exercise of the
shareholder's right to ask questions or speak at the meeting. Written questions
submitted through the chat function are not questions referred to in Chapter 5
Section 25 of the Finnish Companies Act. The written questions and comments
presented in the chat will be brought to the audience of the Annual General
Meeting and answered in the Annual General Meeting if the Chair of the meeting
considers that appropriate.
In Helsinki, February 11, 2026
KEMIRA OYJ
Board of Directors
For more information, please contact:
Kemira Oyj
Jukka Hakkila, Group General Counsel
Tel. +358 10 862 1690
jukka.hakkila@kemira.com
Kiira Fröberg, VP, Investor Relations
Tel. +358 40 760 4258
kiira.froberg@kemira.com
Kemira is a global leader in sustainable chemistry for water-intensive
industries. We operate globally and serve a wide range of customers including
municipal and industrial water treatment companies and the fiber industry. Our
solutions and services help secure clean water for millions of people every day
and support our customers in advancing circularity and responsible resource use
throughout their value chains. In 2025, Kemira's revenue totaled EUR 2.8
billion, and we employed approximately 4,900 people. Kemira's shares are listed
on Nasdaq Helsinki (symbol: KEMIRA) www.kemira.com