Kemira Oyj’s shares and shareholders

On December 31, 2012, 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 Annual General Meeting.

At the end of December 2012, Kemira Oyj had 30,601 registered shareholders (31,294 at the end of December, 2011). Foreign shareholders held 17.1% of the shares (13.8%) including nominee registered holdings. Households owned 15.4% of the shares (16.3%). Kemira held 3,301,769 treasury shares (3,312,660) representing 2.1% (2.1%) of all company shares. No shares granted as share-based incentives were returned to Kemira during the year in accordance with the terms of the incentive plan as employment ended.

Kemira Oyj’s share closed at EUR 11.81 at the NASDAQ OMX Helsinki at the end of 2012 (9.18). The share price increased 28.6% during the year while OMX Helsinki Cap index increased 9.6%. Shares registered a high of EUR 12.00 (12.67) and a low of EUR 8.00 (7.80). The average share price was EUR 10.10 (10.49). Kemira’s market capitalization, excluding treasury shares, was EUR 1,796 million at the end of the year 2012 (1,396). The performance of the STOXX Chemicals (Europe), benchmark index for Kemira, developed closely in line with the Kemira share and increased 30% in 2012.

In 2012, Kemira Oyj’s share trading volume on NASDAQ OMX Helsinki decreased 19% to 88.5 million (109.0) shares and was valued at EUR 886.7 million (1,113.0). The average daily trading volume was 352,397 (430,882) shares. On NASDAQ OMX Helsinki stock exchange, the total trading volume decreased 29% in 2012 compared to 2011.

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 2012, a total of 29.1 million (23.0) Kemira Oyj shares were traded at alternative market places, i.e. approximately 26.0% (17.5%) 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 6% in 2012 compared to 2011.

Ownership Dec 31, 2012
Corporation 40.6%
Financial and insurance operations 6.7%
General government 15.6%
Housholds 15.4%
Non-profit institutions 4.6%
Non-Finnish shareholders incl. Nominee register 17.1%
SHAREHOLDING BY NUMBER OF SHARES HELD DEC 31, 2012
Number of shares Number of shareholders % of shareholders Shares total % of shares and votes
1 - 100 6,071 19.9 379,116 0.3
101 - 500 13,275 43.4 3,617,062 2.3
501 - 1,000 5,113 16.7 3,823,797 2.5
1,001 - 5,000 5,163 16.9 10,459,191 6.7
5,001 - 10,000 490 1.6 3,513,213 2.3
10,001 - 50,000 353 1.2 6,796,292 4.4
50,001 - 100,000 61 0.2 4,267,767 2.7
100,001 - 500,000 59 0.2 11,672,434 7.5
500,001 - 1,000,000 5 0.0 3,580,558 2.3
1,000,001 - 11 0,0 107,233,127 69
Total 30,601 100.0 155 342 557 100.0

LARGEST SHAREHOLDERS DEC. 31, 2012
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 11,585,836 7.5
4 Ilmarinen Mutual Pension Insurance Company 6,450,143 4.2
5 Tapiola Mutual Pension Insurance Company 2,600,000 1.7
6 Mandatum Life 2,591,613 1.7
7 Danske Invest funds 1,570,304 1.0
8 Pohjola Fund Management 1,063,779 0.7
9 SEB Gyllenberg funds 799,397 0.5
10 Nordea funds 773,448 0.5
11 Sigrid Jusélius Foundation 730,000 0.5
12 Veritas Pension Insurance Company Ltd. 561,447 0.4
13 The Local Goverment Pensions Institution 426,482 0.3
14 The Finnish Cultural Foundation 405,579 0.3
15 Valio Pension Fund 378,899 0.2
Kemira Oyj 3,301,769 2.1
Nominee-registered and foreign shareholders 26,567,990 17.1
Others, total 41,361,567 26.4
Total 155,342,557 100.0

Share-based incentive plan for the strategic management

In February 2012, Kemira’s Board of Directors decided to establish a new share-based incentive plan that follows the already terminated 2009–2011 plan aimed at the company’s strategic management 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 the achievement of the set intrinsic value targets calculated from the development of the 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, rewards 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. 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, participants of the plan 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, Kemira has a share-based incentive plan aimed at other key employees. The participants in the strategic management plan will not participate in this plan for the key employees.

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