Shares and shareholders

Shares and shareholders

Shares and share capital

On December 31, 2013, Kemira Oyj’s share capital amounted to EUR 221.8 million and the number of shares was 155,342,557. Each share entitles to one vote at the general meeting. Kemira Oyj’s shares are registered in the book-entry system maintained by Euroclear Finland Ltd.

Shareholders

At the end of 2013, Kemira Oyj had 30,640 registered shareholders (30,601). Foreign shareholding of Kemira Oyj shares increased 26% during the year and was 21.6% of the shares (17.1%), including nominee-registered holdings. Households owned 14.9% of the shares (15.4%). At year-end, Kemira held 3,301,006 treasury shares (3,301,769), representing 2.1% (2.1%) of all company shares. A list of Kemira’s largest shareholders is updated monthly and can be found on the company website at www.kemira.com/investors.

Listing and trading

Kemira Oyj’s shares are listed on NASDAQ OMX Helsinki. The trading code for the shares is KRA1V and the ISIN code is FI0009004824.

Kemira Oyj’s share closed at EUR 12.16 at the NASDAQ OMX Helsinki at the end of 2013 (2012: 11.81). The share price increased 3% during the year while OMX Helsinki Cap index increased 26%. STOXX Chemicals (Europe), chemical sector benchmark index for Kemira increased 15% in 2013 (2012: 30%). Shares registered a high of EUR 13.02 (12.00) and a low of EUR 10.55 (8.00). The average share price of Kemira increased 16% and was EUR 11.76 (10.10). The volatility of Kemira’s share price in 2013 was 24% (3 year volatility: 34%, 5 year: 37%). Source: Factset.

Kemira’s market capitalization, excluding treasury shares, was EUR 1,849 million at the end of the year 2013 (2012: 1,796).

In 2013, Kemira Oyj’s share trading volume on NASDAQ OMX Helsinki decreased 27% to 65 million (2012: 89) shares. Share turnover value decreased 15% and was EUR 757.2 million (886.7). The average daily trading volume was 259,748 (352,397) shares. On NASDAQ OMX Helsinki stock exchange, the total trading volume decreased 4% in 2013 to EUR 95.3 billion (98.7).

In addition to NASDAQ OMX Helsinki, Kemira shares are traded on several alternative market places or multilateral trading facilities (MTF), for example at BATS Chi-X and Turquoise. In 2013, a total of 28 million (29) Kemira Oyj shares were traded at alternative market places, i.e. approximately 30% (26%) of the total amount of traded shares executed on-book. (Source: Fidessa)

The total amount of traded Kemira shares, including trade on NASDAQ OMX Helsinki and multilateral trading facilities decreased 21% in 2013 compared to 2012.

Up-to-date information on Kemira’s share price is available on the company’s website at www.kemira.com/investors.

Dividend policy and dividend distribution

Kemira aims to distribute a dividend that accounts for 40–60% of its operative net income. Operative net income means net profit for the period excluding non-recurring items, adjusted for tax effects.

The company’s Board of Directors will propose to the Annual General Meeting that a per-share dividend of EUR 0.53 (0.53) totaling EUR 81 million (81) be paid for the financial year 2013, accounting for a dividend payout of about 76% (69%) of the operative net income. The Annual General Meeting will be held March 24, 2014. The dividend ex date is March 25, 2014, dividend record date March 27, 2014, and payout April 3, 2014.

In 2013, a dividend of EUR 0.53 per share was paid for the financial year that ended December 31, 2012. The dividend record date was April 2, 2013, and the payment (EUR 81 million in total) date April 9, 2013.

Board authorizations

The Annual General Meeting on March 26, 2013 authorized the Board of Directors to decide upon repurchase of a maximum of 4,500,000 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 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 repurchases. The share repurchase authorization is valid until the end of the next Annual General Meeting. The Board had not exercised its authorization by December 31, 2013.

The AGM 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 (“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 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, 2014. The share issue authorization has been used in connection with the Board of Directors remuneration.

Management shareholding

The members of the Board of Directors as well as the President and CEO and his Deputy held 311,478 (December 31, 2012: 302,834) Kemira Oyj shares on December 31, 2013, or 0.20% (0.19%) of all outstanding shares and voting rights (including treasury shares and shares held by the related parties and controlled corporations). Wolfgang Büchele, President and CEO, held 99,657 shares on December 31, 2013 (76,657). Board members are not covered by the share-based incentive plan. Members of the Management Boards, excluding the President and CEO and his Deputy, held a total of 274,911 shares on December 31, 2013 (147,688), representing 0.18% (0.10%) of all outstanding shares and voting rights (including treasury shares and shares held by the related parties and controlled corporations). Up-to-date information regarding the shareholdings of the Board of Directors and Management is available at Kemira’s website at www.kemira.com/investors.

SHAREHOLDING BY NUMBER OF SHARES HELD DECEMBER 31, 2013
Number of shares Number of shareholders % of shareholders Shares total % of shares and votes
1 - 100 6,341 20.7 392,463 0.3
101 - 500 13,399 43.7 3,631,113 2.3
501 - 1,000 5,023 16.4 3,771,632 2.4
1,001 - 5,000 4,909 16.0 9,935,330 6.4
5,001 - 10,000 487 1.6 3,486,020 2.3
10,001 - 50,000 345 1.1 6,708,214 4.3
50,001 - 100,000 59 0.2 4,202,877 2.7
100,001 - 500,000 60 0.2 11,343,842 7.3
500,001 - 1,000,000 5 0.0 3,125,106 2.0
1,000,001 - 12 0.1 108,745,960 70.0
Total 30,640 100.0 155,342,557 100.0
LARGEST SHAREHOLDERS DECEMBER 31, 2013
Shareholder Number of shares % of shares and votes
1 Oras Invest Ltd 28,278,217 18.2
2 Solidium Oy 25,896,087 16.7
3 Varma Mutual Pension Insurance Company 9,464,836 6.1
4 Ilmarinen Mutual Pension Insurance Company 3,840,451 2.5
5 Nordea funds 3,589,351 2.3
6 Tapiola Mutual Pension Insurance Company 2,600,000 1.7
7 Mandatum Life 1,626,167 1.1
8 Danske Invest funds 1,495,176 1.0
9 The State Pension Fund 1,040,000 0.7
10 Pohjola Fund Management 819,817 0.5
11 Sigrid Jusélius Foundation 730,000 0.5
12 Kaleva Mutual Insurance Company 603,337 0.4
13 The Local Goverment Pensions Institution 426,482 0.3
14 Aktia funds 400,000 0.3
15 Valio Pension Fund 359,469 0.2
Kemira Oyj 3,301,006 2.1
Nominee-registered and foreign shareholders 33,595,809 21.6
Others, total 37,276,352 28.2
Total 155,342,557 100.0