Shares and Shareholders
Shares and share capital
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 general meeting. Kemira Oyj’s shares are registered in the book-entry system maintained by Euroclear Finland Ltd.
At the end of 2012, Kemira Oyj had 30,601 registered shareholders (31,924). Foreign shareholding of Kemira Oyj share increased during the year and was 17.1% of the shares (13.8%), including nominee-registered holdings. Households owned 15.4% of the shares (16.3%). At year-end, Kemira held 3,301,769 treasury shares (3,312,660), 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.
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 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
Up-to-date information on Kemira’s share price is available on the company’s website.
Dividend policy and dividend distribution
Kemira aims to distribute a dividend that accounts for 40–60% of its operative net income.
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 2012, accounting for a dividend payout of about 69% (60%) of the operative net income. The Annual General Meeting will be held March 26, 2013. The dividend ex date is March 27, 2013, dividend record date April 2, 2013 and payout April 9, 2013.
In April, 2012, a dividend of EUR 0.53 per share was paid for the financial year that ended December 31, 2011. The dividend record date was March 26, 2012, and the payment (EUR 81 million in total) date April 2, 2012.
The Annual General Meeting on March 21, 2012 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 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, 2012.
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. 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. Based on the decision of the Annual General Meeting of Kemira Oyj on March 21, 2012, Kemira Oyj has transferred 10,891 shares to the members of the Board of Directors as part of remuneration of the Board.
TThe members of the Board of Directors as well as the President and CEO and his Deputy held 302,834 (512,605) Kemira Oyj shares on December 31, 2012, or 0.19% (0.33%) 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 76,657 shares on December 31, 2012 (2,657). 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 147,688 shares on December 31, 2012 (348,777), representing 0.10% (0.22%) 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.
|LARGEST SHAREHOLDERS DECEMBER 31, 2012|
|Shareholder||Number of shares||% of shares and votes|
|1||Oras Invest Ltd||28,278,217||18.2|
|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|
|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|
|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|
|Nominee-registered and foreign shareholders||26,567,990||17.1|
|SHAREHOLDING BY NUMBER OF SHARES HELD DECEMBER 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|