Annual Report 1999 - Kemira

SHARES AND SHAREHOLDERS
SHARES AND VOTING RIGHTS
The nominal value of the shares of
Kemira Oyj was deleted in accordance
with the resolution of the Annual General
Meeting, and at the same time the share
capital was redenominated in euros. The
number of shares is 128,800,000 and each
share confers one vote at the meetings of
shareholders. According to the Articles of
Association, the company’s share capital
can be in the range of from EUR 217 to
850 million. The share capital can be
changed within these limits without
amending the Articles of Association. The
share capital of Kemira Oyj at present is
EUR 217 million. Kemira Oyj shares are
registered within the book-entry system.
DIVIDEND POLICY
Kemira aims to distribute a dividend which
in the long term is competitive with that of
major Finnish companies and with foreign
chemicals groups, nevertheless taking into
account the company’s result and capital requirement
at any given time. The company’s
Board of Directors will propose to the
Annual General Meeting that a dividend of
EUR 0.23 per share, or EUR 29.6 million, be
paid for the 1999 financial year. This corresponds
to a dividend payout of 100% of the
net income for the year. Taking into account
the Finnish tax base, this amounts to
a taxable dividend of EUR 0.32. The record
date for the dividend payout will be 14
April 2000, and the dividend will be paid
on 26 April 2000.
INCREASE IN SHARE CAPITAL
The Board of Directors of Kemira Oyj
does not at present have authorizations to
increase the company’s share capital. During
the past year the share capital was increased
by a transfer of EUR 0.4 million
from the share premium account, whereby
the share capital is now EUR 217 million.
PURCHASE OF OWN SHARES
On 7 April 1999, the Annual General Meeting
passed a resolution to authorize the
company’s Board of Directors to purchase
a maximum of 2,576,000 of the company’s
own shares on the market in order to create
a share-tied incentive system for the
company’s personnel. The authorization is
valid for one year from the date of the Annual
General Meeting. During June 15 to
August 13 Kemira Oyj purchased 1,000,000
of its own shares at an average price of
EUR 5.82. The shares are at present in the
company’s ownership but they will be sold
on to the personnel funds operating within
the company.
INSIDER RULES
In accordance with the decision of the
Board of Directors of Kemira Oyj, the
Kemira Group has placed in use insider
rules pursuant to the Guidelines for Insiders
issued by Helsinki Exchanges on
28 October 1999. A list of insiders including
their shareholdings is given on page
66 of the Annual Report.
LISTING AND SHARE TRADING
Kemira Oyj’s shares have been listed on
Helsinki Exchanges since 10 November
1994. In addition to Helsinki, trading in
the shares is done through the SEAQ International
trading system operated by
the London Stock Exchange. Kemira is
also part of the PORTAL system in the
United States. In the United States,
Kemira’s shares were issued under Regulation
144A, whereby only qualified institutional
buyers permitted under this legislation
are allowed to buy and sell the
shares. Kemira’s shares can also be traded
in the United States in the form of
ADS shares. One ADS share corresponds
to two Kemira shares.
PRICE AND TRADING VOLUME
The price of Kemira’s share on Helsinki
Exchanges weakened by 2.1% on Helsinki
Exchanges during 1999, whereas the
HEX index rose by 162%. The highest
price of the share was EUR 6.90 and the
lowest price was EUR 5.20. The price of
the share at the end of the year was EUR
6.11. The taxation value of the share in
1999 was EUR 4.309. Turnover of the
share on Helsinki Exchanges totalled
20,702,853 shares, and in euro terms the
turnover was EUR 121 million. The market
capitalization at the end of 1999 was
EUR 781 million.
DISTRIBUTION OF OWNERSHIP (31 Dec 1999)
MANAGEMENT BOND ISSUE
WITH WARRANTS, STOCK OPTIONS
AND SHARE OWNERSHIP
On 26 April, 1995, the Annual General
Meeting of Kemira Oyj passed a resolution
to float an issue of bonds with warrants
targeted at the management of the
Kemira Group. The amount of the bond
loan is EUR 100,912.76. Each member of
the Board of Directors who was employed
by Kemira Oyj was entitled to
subscribe for a maximum of EUR
13,455.03 of the options. The maturity of
the issue is five years beginning on 2
May 1995, the interest is 6% and the issuing
price was 100%. The issue of bonds
with warrants gives management the right
to subscribe for a maximum of 1,200,000
shares in the company between 1 December
1998 and 31 January 2002 at a
price of EUR 6.73 per share. These subscriptions
can increase the company’s
share capital by a maximum of EUR 2.02
million. Participating in the bond loan
has been subject to a restriction on transfer
of the bonds to a third party before 1
December 1998. The bonds with warrants
were subscribed for by 16 persons.
In accordance with the terms and
conditions of the issue of bonds with
warrants, individuals who have participated
in the issue can subscribe for half
of the shares exercisable with warrants
or sell half of the warrants they own after
1 December 1998. At present, no
one had sold their warrants or converted
them into shares.
The Annual General Meeting of Kemira
Oyj resolved on 22 April 1998 to offer stock
options for subscription by the company’s
management. The total amount of the stock
options is 2,850,000 options and they entitle
their holders to subscribe a total of
2,850,000 Kemira Oyj shares. The then
chairman of the Board of Directors of
Kemira Oyj was offered 170,000 options
and the other executive directors of Kemira
Oyj at that time were offered 120,000 options
each. The stock option programme
covers a total of about 50 persons.
The share subscription period will
commence on 1 May 2001 and end on 31
May 2004. It is a condition for commencement
of the subscription that the
consolidated income of Kemira Oyj after
financial items and before taxes and extraordinary
items for the financial years
1998 –2000 is a minimum of EUR 3.53
per share. In order to reach this objective,
net income for 2000 after financial
items must be EUR 2.32 per share. Similarly,
it is a further condition that the
price of Kemira Oyj’s share has developed
better than that of a peer group.
The subscription price is the average
Number of Number of % of Shares % of shares
shares shareholders shareholders total and votes
1 – 50 1,079 8.07 42,968 0.03
51 – 100 1,070 8.00 83,522 0.07
101 – 1,000 9,068 67.83 3,856,823 2.99
1,001 – 5,000 1,897 14.19 3,586,626 2.79
5,001 – 10,000 118 0.88 914,445 0.71
10,001 – 100,000 101 0.76 3,118,365 2.42
100,001 – 500,000 19 0.14 4,472,900 3.47
500,001 – 1,000,000 8 0.06 5,942,563 4.61
Yli 1,000,000 9 0.07 82,865,517 64.34
Total 13,369 100.00
Nominee-registered shares 23,916,271 18.57
Grand total 128,800,000 100.00
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