Displaying items by tag: Kemira

Kemira Oyj will publish its first quarter 2012 results on Tuesday, April 24 around 8.30 am Finnish time (6.30 am UK time).

Kemira will arrange a press conference for analysts and the media starting at 10.30 am at Kemira House, Porkkalankatu 3, Helsinki. In the conference, Kemira's President and CEO Wolfgang Büchele and Chief Financial Officer Jyrki Mäki-Kala will present the results. The press conference will be held in English and will be webcasted at www.kemira.com  Presentation material will be available on Kemira's website at www.kemira.com under Investors in English and at www.kemira.fi in Finnish at about 10.30 am.

Conference call in connection to the press and analyst conference

You can also listen to the conference live over the phone and attend the Q&A session via a conference call. In order to participate in the call, please dial +44 (0)20 7162 0125, code 915674 ten minutes before the conference begins. A recording of the conference call will be available on Kemira's website later the same day.

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Kemira will expand its hydrogen peroxide production capacity in Fray Bentos, Uruguay. Hydrogen peroxide is produced in one of the most modern chemical islands built and operated by Kemira since 2007. This expansion will allow Kemira to serve the growing market in the region. 

Kemira is a global, over 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. Kemira’s vision is to be a leading water chemistry company.

www.kemira.com


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The Annual General Meeting of Kemira Oyj ("Kemira") approved the Board proposal of a EUR 0.53 dividend per share for the financial year 2011. The Annual General Meeting elected six members (previously seven) to the Board of Directors. Annual General Meeting reelected Elizabeth Armstrong, Winnie Fok, Juha Laaksonen, Kerttu Tuomas and Jukka Viinanen to the Board of Directors and elected Jari Paasikivi as a new member. Jukka Viinanen was elected as the Board's chairman and Jari Paasikivi was elected as vice chairman.

 

Mr. Jari Paasikivi (b. 1954). M.Sc. (Econ.) is currently working as President and CEO of Oras Invest Ltd. He is currently also the Chairman of the Board of Tikkurila Oyj and Uponor Oyj and a Board member of Oras Oy.

Dividend payment

 

The per-share dividend of 0.53 EUR will be paid to a shareholder who is registered in the Company's Shareholder Register maintained by Euroclear Finland Ltd on the dividend record date, March 26, 2012. The dividend will be paid out on April 2, 2012.

 

Remuneration of the Chairman, the Vice Chairman and the members of the Board of Directors

 

The Annual General Meeting decided that the remuneration paid to the members of the Board of Directors will be as follows: the Chairman will receive 74,000 euro per year, the Vice Chairman 45,000 euro per year and the other members 36,000 euro per year. A fee payable for each meeting of the Board and its committees will be for the members residing in Finland 600 euro, the members residing in rest of Europe 1,200 euro and the members residing outside Europe 2,400 euro. Travel expenses are paid according to Kemira's travel policy. 

 

In addition, the Annual General Meeting decided 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, 2012.

 

The meeting fees are to be paid in cash.

 

Election and remuneration of the auditor

 

Deloitte & Touche Ltd. was elected as the Company's auditor APA Jukka Vattulainen acting as the principal auditor. The Auditor's fees will be paid against an invoice approved by Kemira.  

 

Amendment of Article 5 and Article 13 of the Articles of Association

Article 5 and Article 13 of the current Articles of Association were amended as follows.

Article 5

 

The following sentence was deleted: "A person who has reached the age of 68 at the time of the election, cannot be elected as member of the Board."

 

Article 5 thus reads as follows:

 

"The Board of Directors, elected by the general meeting of shareholders, shall comprise a minimum of four and a maximum of eight members. The general meeting of shareholders shall elect a Chairman and a Vice Chairman from among the Board members. The term of office of a Board member shall terminate at the close of the Annual General Meeting following the election."

 

Article 13

 

The way of giving notice to the general meeting of shareholders was changed so that instead of publishing an announcement in at least two nationwide newspapers, the notice will be released in the company's website and, if so decided by the Board of Directors, by publishing an announcement in one nationwide newspaper. Additionally, the reference to the shareholder communication was deleted.   

 

Article 13 thus reads as follows:

 

"Notice to the general meeting of shareholders shall be released in the company's website no earlier than two months and no later than three weeks before the general meeting of shareholders, however, at least nine days before the record date of the general meeting of shareholders. Additionally, if so decided by the Board of Directors, the company may within the same time frame publish the notice to the general meeting of shareholders in one nationwide newspaper."

Authorization to decide on the repurchase of the Company's own shares

 

The Annual General Meeting authorized the Board of Directors to decide upon repurchase of a maximum of 4,500,000 Company's own shares.

 

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.

 

Authorization to decide on share issues

 

The Annual General Meeting authorized 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.

 

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, 2013.

The establishment of the Nomination Board

 

The Annual General Meeting decided to establish a Nomination Board as follows:

 

1.    The Annual General Meeting decided to establish a Nomination Board comprising of the shareholders or the representatives of the shareholders to prepare annually proposals concerning the composition and remuneration of the Board of Directors for the next Annual General Meeting.

 

2.    The tasks of the Nomination Board are annually

 

a.    preparation of the proposal for the Annual General Meeting concerning the composition of the Board of Directors;

b.    preparation of the proposal for the Annual General Meeting concerning the remuneration of the Board of Directors;

c.    identification of successor candidates for the members of the Board of Directors; and

d.    presentation of the proposal concerning the composition and remuneration of the Board of Directors to the Annual General Meeting.

 

3.    The Nomination Board shall consist of the four largest shareholders or the representatives of such shareholders and the Chairman of the Board of Directors of Kemira Oyj acting as an expert member. The four shareholders having the most voting rights on August 31 preceding the Annual General Meeting according to the company's shareholders' register maintained by Euroclear Finland Ltd, shall have a right to appoint a member to the Nomination Board. In case a shareholder, who has a duty to disclose certain ownership changes based on the Securities Market Act (disclosure obligation of holdings), presents no later than on August 30 preceding the Annual General Meeting a written demand to the Board of Directors of the company concerning the matter, the shareholdings of such shareholder which are registered in several funds or registers shall be summed up when calculating the voting rights of such shareholder. In case a shareholder does not wish to use his right to appoint a member to the Nomination Board, such right will pass on to the shareholder who according to the shareholder register is the next largest shareholder and who otherwise would not have the appointment right.

 

4.    The Nomination Board shall be convened by the Chairman of the Board of Directors. The Nomination Board shall elect a Chairman among its members.

 

5.    The Nomination Board shall deliver its proposal to the Board of Directors no later than on February 1 preceding the Annual General Meeting.

 

According to the view of the Board of Directors, it is in the best interest of the company and its shareholders that the biggest shareholders participate in preparing nomination and compensation issues related to the Board of Directors.

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The Kemira Board of Directors has decided to establish a new share-based incentive plan that follows already terminated 2009 - 2011 plan aimed at the strategic management members for the years 2012 - 2014, as part of the company's incentive and commitment schemes. The delivery of share rewards within the plan is subject to the achievement of the performance targets set by the Board of Directors, which include both internal and external performance targets. The internal target setting is divided into three one-year performance periods: 2012, 2013, and 2014. Payment depends on achievement of the set intrinsic value targets calculated from the development of EBITDA and the development of the net debt. The program also includes a three-year external goal, which is tied to the relative total shareholder return (TSR) performance during 2012 - 2014. As a guiding principle, reward will only be paid based on excellent performance.

 

The value of the aggregate reward paid out in the course of the three-year plan may not exceed 120% of CEO's and 100% of the other participants' gross salary for the same period. If the performance targets are achieved entirely, the maximum gross earning during the three-year plan is expected to be approximately 900,000 Kemira shares. The applicable taxes will be deducted from the gross earning and the remaining net value is delivered to the participants in Kemira shares.

 

Shares earned through the plan must be held for a minimum of two years following each payment. In addition, members of the Management Board must retain fifty per cent of the shares obtained under the plan until their ownership of Kemira shares based on shares obtained through the share-based incentive programs of Kemira has reached a share ownership level which in value equals at least their gross annual salary for as long as they remain participants in the plan.

 

The shares transferable under the plan comprise treasury shares or Kemira Oyj shares available in public trading.

 

In addition to the share-based incentive plan aimed at the strategic management members, Kemira has a share-based incentive plan aimed at other key personnel, in which members of the strategic management will not participate.

The share-based incentive plan aims to align the goals of shareholders and strategic management in order to increase the value of the company, motivate strategic management, and provide competitive shareholder-based incentives.

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Kemira’s Paper segment increases prices for polymers, dispersants as well as wet & dry strength products in all regions by 5-15%. The increase will be effective immediately or as specific contract terms allow. 

While Kemira continues to take actions to minimize the impact of escalating raw material costs, it is necessary to adjust pricing in order to compensate for the increased costs of raw materials, energy costs as well as freight costs. 

source: Kemira

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Thursday, 23 February 2012 19:28

Kemira's Annual Report 2011 published

Kemira Oyj's Annual Report 2011 has been published online at www.kemiraannualreport2011.com (in English) and www.kemiravuosikertomus2011.fi (in Finnish) on February 23, 2011 at 12 pm (CET + 1). For the first time Kemira publishes the annual report only online.

As part of the Annual report, Kemira also published today its first Sustainability report, which follows the GRI (Global Reporting Initiative) framework. It can be found at www.kemiraannualreport2011.com/sustainability-performance.

Kemira Oyj's Financial Statements 2011 has also been published at www.kemiraannualreport2011.com/financials

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Kemira's President and CEO Harri Kerminen:

"The fourth quarter marks the end of the fourth year implementing the water chemistry strategy for Kemira. Kemira's growth in water business continued throughout the year, especially in the Oil & Mining segment. The water business share of the total revenue has increased to 78% and water related revenues grew 6% in 2011. At the same time, Kemira earnings per share from continuing operations increased to a record high level. Most importantly, 2011 was the third consecutive year of strong positive cash flow generation. Therefore, Kemira has been able to continuously invest in future growth projects.

Raw material prices increased rapidly in the beginning of the year. The prices for some of our key raw materials have continued to increase during the second half of the year and are still at a very high level. This, together with slower demand in the Paper segment and Municipal as well as inconsequential de-icing business in the fourth quarter, impacted Kemira's profitability in 2011.

Kemira's first priority is to improve the profitability by being cost efficient and by growing the topline especially through localized presence in the emerging markets. The profitability will improve by implementing various productivity and efficiency measures and developing more stringent sales pricing management. In 2011, more than EUR 40 million in revenue was generated through new products and applications. One example are new water chemistry applications for the fast growing unconventional oil and gas business.

It has been evident that the importance of water, energy and raw material efficiency in our customer industries has increased. This trend is an opportunity for Kemira to further develop our offering and work closely with our customers to improve their process efficiency and productivity. Kemira's strategic priorities and business targets will remain intact.

In the near term, uncertainty in Europe and a slowdown in global economic growth may affect the demand for our products in the customer industries. In 2012, Kemira expects the revenue and operative EBIT to be slightly higher than in 2011."

Key figures and ratios
The figures for 2010 are for continuing operations, excluding Tikkurila, unless otherwise stated. Tikkurila Oyj was separated from Kemira on March 26, 2010.

kemira fig1

* 12-month rolling average
**Includes Tikkurila until March 25, 2010
***Net profit January-December 2010 includes a non-recurring income of EUR 529.2 million from the separation of Tikkurila consisting of the difference between the market price of Tikkurila on March 26, 2010 and the shareholder's equity of Tikkurila on March 25, 2010 less the transfer tax related to Tikkurila's listing as well as the listing costs.

Definitions of key figures are available at www.kemira.com > Investors > Financial information. Comparative 2010 figures are provided in parentheses for some financial results, where appropriate. Operating profit, excluding non-recurring items, is referred to as Operative EBIT. Operating profit is referred to as EBIT.
Dividend
On December 31, 2011, Kemira Oyj's distributable funds totaled EUR 633,128,300 net profit of which accounted for EUR 245,598,837 for the period. No material changes have taken place in the company's financial position after the balance sheet date.

Kemira Oyj's Board of Directors proposes to the Annual General Meeting to be held on March 21, 2012 that a dividend of EUR 0.53 totaling EUR 81 million shall be paid on the basis of the adopted balance sheet for the financial year ended December 31, 2011.

Outlook
Kemira's vision is to be a leading water chemistry company. Kemira will continue to focus on improving profitability and reinforcing positive cash flow. The company will also do investments to secure the future growth in the water business.

Kemira's financial targets remain as communicated in connection with the Capital Markets Day in September 2010. The company's medium term financial targets are:

- revenue growth in mature markets > 3% per year, and in emerging markets > 7% per year
- EBIT, % of revenue > 10%
- positive cash flow after investments and dividends
- gearing level < 60%.

The basis for growth is the growing water chemicals markets and Kemira's strong know-how in water quality and quantity management. Increasing water shortage, tightening legislation and customers' needs to increase operational efficiency create opportunities for Kemira to develop new water applications for both new and current customers. Investment in research and development is a central part of Kemira's strategy. The focus of Kemira's research and development activities is on the development and commercialization of new innovative technologies for Kemira's customers globally and locally.

In the near term, uncertainty in Europe and a slowdown in global economic growth may affect the demand for our products in the customer industries. In 2012, Kemira expects the revenue and operative EBIT to be slightly higher than in 2011.

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SOLVED expert service aims to be the world’s leading cleantech community – Kemira is in!

All over the world people are struggling with environmental challenges. Cleantech Finland‟s new SOLVED expert service at www.solved.fi harnesses the Finnish problem solving ability and world-class technology expertise to solve them.

Cleantech Finland, operated by Finpro, is a network of Finnish environmental technology companies that has a goal to profile Finland as a top country in the field. Cleantech Finland‟s SOLVED expert service brings together cleantech companies, clients and other interest groups, the problems and their solutions on an online platform that enables new ways to be active and cooperate.

“SOLVED aims to be the world‟s leading cleantech community. Now we can be even more effective in channelling Finnish expertise to match global demand. Through the service companies get boost and visibility,” promises Santtu Hulkkonen, Cleantech Finland‟s Executive Director.

Meeting place for top experts and challenges
The experts from Cleantech Finland's member companies play a key role in SOLVED. In the service anyone can ask questions, engage in discussion and do networking. The top experts from the respective field then provide the factual information, perspectives and practical experience to solve a problem or take part in the discussion. About one hundred experts have already signed in the service. Also Kemira has experts among them.

”Problem solving ability is a known part of the Finnish heritage. We have the competence, the cooperational abilities and the natural willingness to do things as efficiently and well as possible. In SOLVED this way of doing things and Finnish expertise come together in a fascinating and easily approachable whole,” Santtu Hulkkonen says.

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Tuesday, 24 January 2012 10:00

Kemira Oyj: Proposals of the Nomination Board

The Nomination Board proposes to the Annual General Meeting of Kemira Oyj that six members (previously seven) be elected to the Board of Directors and that the present members Elizabeth Armstrong, Winnie Fok, Juha Laaksonen, Kerttu Tuomas and Jukka Viinanen be re-elected as members of the Board of Directors and Jari Paasikivi be elected as a new member of the Board of Directors. The Nomination Board proposes that Jukka Viinanen will be elected as a new Chairman of the Board of Directors and that Jari Paasikivi will be elected as a new Vice Chairman. Currently Pekka Paasikivi is the Chairman of the Board of Directors and Jukka Viinanen is the Vice Chairman.  

 

Mr. Jari Paasikivi (b. 1954). M.Sc. (Econ.) is currently working as President and CEO of Oras Invest Ltd. He is currently also the Chairman of the Board of Tikkurila Oyj and Uponor Oyj and a Board member of Oras Oy.

 

The Nomination Board proposes to the Annual General Meeting that the remuneration paid to the members of the Board of Directors will remain unchanged. The fees would thus be as follows: the Chairman will receive EUR 74,000 per year, the Vice Chairman EUR 45,000 per year and the other members EUR 36,000 per year. A fee payable for each meeting of the Board and its committees would be for the members residing in Finland EUR 600, the members residing in rest of Europe EUR 1,200 and 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, 2012. The meeting fees are proposed to be paid in cash.

 

The Nomination Board has consisted of the following representatives: Jari Paasikivi, President and CEO of Oras Invest Oy as the Chairman of the Nomination Board; Kari Järvinen, Managing Director of Solidium Oy; Risto Murto, Executive Vice-President, Varma Mutual Pension Insurance Company and Timo Ritakallio, Deputy CEO, Ilmarinen Mutual Pension Insurance Company as members of the Nomination Board and Pekka Paasikivi, Chairman of Kemira's Board of Directors as an expert member.

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Thursday, 22 December 2011 08:46

Kemira introduces new brand named products

Kemira is pleased to introduce KemEcal™ brand for its dispersant product line, in an effort to harmonize product names used in water-intensive industries. The change to the KemEcal™ name will also facilitate a reduction in the number of active trade names in the product line, thus improving product portfolio management and service to our customers.

“Kemira’s KemEcal dispersant technology has been used in the white pigments industry for over 40 years and is recognized as the leading technology for dispersion of pigments and mineral slurries,” says Kasia Millan, Product Line Manager from Kemira’s Oil & Mining segment. “Our broad product line offering and value-added technology serves not only the white pigments industry but also other mining operations where mineral dispersion and viscosity control can greatly benefit our customers’ processes.”

The KemEcal™ name will be applied to all Kemira dispersants including those used for Municipal & Industrial water treatment and Paper coating formulations.

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