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Annual General Meeting of Kemira declares: Anssi Soila to continue as chairman of the Board of Director

Published on 2006-04-18. Author : SpecialChem

The Annual General Meeting of Kemira Oyj confirmed the payment of a dividend of EUR 0.36 per share for the financial year 2005. The Annual General Meeting re-elected the current Board of Directors for a new term of office and re-elected Anssi Soila, M.Sc. (Eng.) as its chairman and Eija Malmivirta M.Sc. (Eng.) as vice-chairman. The current Supervisory Board will also continue with Aulis Ranta-Muotio, MP, as its chairman.

The Annual General Meeting of Kemira Oyj resolved that a dividend of EUR 0.36 per share be paid for the 2005 financial year. The record date for the dividend payout is 18 April 2006 and the dividend will be paid on 25 April 2006.

The Annual General Meeting authorized the Board of Directors to resolve to repurchase shares in the company by using funds available for distribution of earnings. The maximum number of shares to be repurchased is 2,146,640. The amount together with the shares already owned by the Company corresponds to a maximum 5 per cent of the share capital of the Company and the total voting rights. The shares may be repurchased in order to finance acquisitions of assets belonging to the field of business of the company, to develop the capital structure of the Company, to improve the liquidity of the shares of the company, to grant incentives to members of the personnel (as a part of the Share Ownership Plan 2004) or to be transferred in other ways, or to be cancelled. The Board of Directors shall decide on the procedure for buying back shares. The authorization will be effective for one year from the Annual General Meeting until 11 April 2007.

The Annual General Meeting authorized the Board of Directors to decide on the transfer of a maximum of 6,240,080 own shares.

The Company has in its possession 3,979,670 shares that were purchased on the basis of the previously valid authorization granted by the Annual General Meeting. The Annual General Meeting authorized the Board of Directors to resolve upon a further repurchase of a maximum of 2,146,640 own shares.

The Board of Directors shall have the right to decide on transfer of shares in disapplication of the shareholders’ pre-emptive rights providing that there is a weighty economic reason for the transfer, such as the financing or implementation of mergers, acquisitions and similar arrangements as well as the provision of incentives for the personnel or management including the transfer according to the Share Ownership Plan 2004.

The authorization will be effective for one year from the Annual General Meeting until 11 April 2007.

The Annual General Meeting authorized the Board of Directors to decide on increasing the share capital of the Company by issuing new shares, stock options or convertible bonds in one or more issues. The increase of the share capital through issuance of new shares, subscription of shares pursuant to stock options and conversion of convertible bonds into shares may amount to a maximum of EUR 22,133,006.87 in total.

As a result of share issuance, subscription of shares pursuant to stock options and conversion of convertible bonds into shares an aggregate maximum of 12,480,160 new shares with an approximate book equivalent value of EUR 1.77 per share may be issued. The total amount corresponds to 10% of the registered share capital and the total voting rights.

The Board of Directors was authorized to decide on the subscription price, grounds for determining the subscription price, other terms and conditions and matters relating to issuance of shares, stock options or convertible bonds.

The Board of Directors was also authorized to disapply the shareholders' pre-emptive rights to the Company's shares, provided that from the Company's perspective important financial grounds exist such as financing or carrying out of an acquisition or another arrangement or granting incentives to selected members of the personnel. The Board of Directors is entitled to determine the persons entitled to subscription, but the decision may not be made to the benefit of the persons referred to in the Finnish Companies Act, Chapter 1, Section 4, Paragraph 1, as prescribed by the Act. The Board is not entitled to decide on issuing stock options to the personnel or to the management. The Board of Directors was also authorized to determine that a share subscription may be made in kind or otherwise on certain terms, as prescribed by the Finnish Companies Act.

The authorization will be effective for one year from the Annual General Meeting until 11 April 2007.

Nomination committee

The Annual General Meeting again resolved on the election of a Nomination Committee to prepare proposals to the Annual General Meeting concerning members of the Board of Directors and their remuneration. The representatives of three of the largest shareholders will be elected to the Nomination Committee by 1 November. The chairman of the Board of Directors will be the expert member of the Nomination Committee.

The composition of the new Board of Directors

In accordance with the proposal of the Nomination Committee, the Annual General Meeting re-elected a Board of Directors consisting of seven members for a new term of office of one year, and it elected Anssi Soila, M.Sc. (Eng., Econ.), as its chairman, and Eija Malmivirta, M. Sc. (Eng.), as vice chairman.

Elizabeth Armstrong, Ove Mattsson, Markku Tapio, Heikki Bergholm and Kaija Pehu-Lehtonen were re-elected as members of the Board of Directors.

Aulis Ranta-Muotio to continue as chairman of the Supervisory Board

The Annual General Meeting re-elected the current Supervisory Board of Kemira Oyj. Aulis Ranta-Muotio, MP, will continue as chairman, with Mikko Elo, MP, as first vice-chairman and Heikki A. Ollila, MP, as the second vice-chairman.

Risto Ranki, Pekka Kainulainen, Mikko Långström, Susanna Rahkonen, and Katri Sarlund were re-elected as members.

The firm of independent public accountants KPMG Oy Ab was elected as the Company's auditor KHT Pekka Pajamo acting as the principal auditor.

Source: Kemira Oyj


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