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2016-02-25

Kemira Oyj: Notice of Annual General Meeting

Kemira Oyj

Stock Exchange Release
February 25, 2016 at 8.00 am (CET+1)
The shareholders of Kemira Oyj ("Kemira") are invited to the Annual General
Meeting to be held on Monday, March 21, 2016 at 1.00 pm at Marina Congress
Center, Katajanokanlaituri 6, Helsinki, Finland. The reception of persons who
have given notification to attend the meeting will begin at noon.

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 2015 - Review by the President and CEO

1 Adoption of the financial statements and the consolidated financial
statements
2 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, 2015. 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 23, 2016. The Board of Directors proposes that
the dividend be paid out on April 6, 2016.

1 Resolution on the discharge of the members of the Board of Directors, the
President and CEO and the deputy CEO from liability
2 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, 2016. The meeting fees are proposed to be paid in
cash.

1 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
seven (previously six) members be elected to the Board of Directors and
that the present members Wolfgang Büchele, Winnie Fok, Juha Laaksonen, Timo
Lappalainen, Jari Paasikivi and Kerttu Tuomas be re-elected as members of
the Board of Directors. The Nomination Board proposes that Kaisa Hietala 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
atwww.kemira.com>Investors>Corporate governance>Annual General
Meeting>Annual General Meeting 2016.

1 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.

1 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.

1 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.

1 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,
2017.

1 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 25, 2016, at
the company's web site at www.kemira.com>Investors>Corporate
governance>Annual General Meeting>Annual General Meeting 2016. 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 4, 2016.

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 Annual General Meeting, March 9, 2016,
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 Wednesday
March 16, 2016 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 registraion, 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...

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