TENDER OFFER DOCUMENT 13 July 2007 YARA NEDERLAND B.V. MANDATORY PUBLIC TENDER OFFER FOR ALL ISSUED AND OUTSTANDING SHARES IN KEMIRA GROWHOW OYJ

Transcription

1 TRANSLATION TENDER OFFER DOCUMENT 13 July 2007 YARA NEDERLAND B.V. MANDATORY PUBLIC TENDER OFFER FOR ALL ISSUED AND OUTSTANDING SHARES IN KEMIRA GROWHOW OYJ On 24 May 2007 Yara Nederland B.V. (hereinafter the Offeror ) purchased and the Republic of Finland sold 17,188,480 shares in Kemira GrowHow Oyj (hereinafter Kemira GrowHow ), corresponding to approximately percent of all the issued shares and votes in Kemira GrowHow (hereinafter the Share Purchase ). Consequently, the Offeror offers, by a mandatory tender offer in accordance with Chapter 6, Section 10 of the Finnish Securities Markets Act (495/1989, as amended; hereinafter the Securities Markets Act ) (hereinafter the Tender Offer ), to purchase all of the remaining issued and outstanding shares in Kemira Grow- How that are not owned by Kemira GrowHow or its subsidiaries (hereinafter the Share or together the Shares ) in accordance with the terms and conditions described in this tender offer document (hereinafter the Tender Offer Document ). On the date of this Tender Offer Document, the number of shares of Kemira GrowHow registered with the Finnish Trade Register was 57,208,857. The Offeror is a wholly-owned subsidiary of Yara International ASA (hereinafter Yara ). Yara is a Norwegian public limited company, listed on the Oslo Stock Exchange under the ticker symbol YAR. Kemira GrowHow is a Finnish public limited company, listed on the Official List of the OMX Nordic Exchange Helsinki Oy (hereinafter Helsinki Stock Exchange ) under the ticker symbol KGH1V. The boards of directors of Yara and Kemira GrowHow have agreed to combine the operations of the respective companies (hereinafter the Combination ) pursuant to the terms and conditions of the combination agreement entered into on 24 May 2007 (hereinafter the Combination Agreement ). The board of directors of Kemira GrowHow unanimously recommends that the shareholders of Kemira GrowHow accept the Tender Offer. The offer consideration for each Share is EUR in cash provided that the Tender Offer has been validly completed according to the terms and conditions of this Tender Offer Document (hereinafter the Offer Consideration ). The Offer Consideration is equal to the cash consideration paid by the Offeror in the Share Purchase. As of the date of this Tender Offer Document, the Offeror and the related entities to the Offeror as set forth in Chapter 6, Section 10, subsection 2 of the Securities Markets Act, own 17,188,480 shares in Kemira GrowHow, corresponding to approximately percent of all the issued shares and votes in Kemira GrowHow. The Offeror will pay interest on the Offer Consideration at the rate of five (5) percent per annum from the date of receipt (excluding the date of receipt) of acceptance of the Tender Offer in accordance with section Terms and Conditions of the Tender Offer - Tender Offer Acceptance Procedure until the payment (including the date of payment) of the Offer Consideration in accordance with section Terms and Conditions of the Tender Offer - Completion of the Tender Offer, Terms of Payment, Settlement and Delivery of Offer Consideration. The Tender Offer will begin at 9.30 (Finnish time) on 20 July 2007 and expire at (Finnish time) on 7 September 2007 (hereinafter the Tender Offer Period, which is defined to also include any extensions to or suspensions of the tender offer period). The Offeror reserves the right to extend or suspend the Tender Offer Period in accordance with the terms and conditions of the Tender Offer. The information on this cover page should be read in conjunction with the more detailed information presented elsewhere in this Tender Offer Document. Investors are urged to carefully familiarise themselves with this Tender Offer Document and especially with the section Terms and Conditions of the Tender Offer. THE TENDER OFFER IS NOT BEING MADE IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND THIS OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FOR- WARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATIONS, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA. Financial Advisor to the Offeror Arranger of the Tender Offer

2 IMPORTANT INFORMATION This Tender Offer Document has been prepared in compliance with the Securities Markets Act, Decree of the Ministry of Finance on the contents and publication of a tender offer document as well as mutual recognition of a tender offer document approved in the European Economic Area (479/2006) and the Finnish Financial Supervision Authority's Standard 5.2c on tender offer and offer obligation (8/120/2004). This Tender Offer Document constitutes a tender offer document as referred to in Chapter 6, Section 4 of the Securities Markets Act. The Tender Offer Document and the Tender Offer shall be governed by Finnish law and any disputes pertaining thereto shall be settled exclusively in a Finnish court of law. This Tender Offer Document has been drafted in the Finnish language and has been translated into English. In the event of any discrepancies between the language versions, the Finnish language version shall prevail. The Finnish Financial Supervision Authority has approved the Finnish language version of this Tender Offer Document, but shall not be held liable for the accuracy of the information contained therein. The register number of the Finnish Financial Supervision Authority's approval decision is 24/252/2007. All financial and other information concerning Kemira GrowHow presented in this Tender Offer Document is based exclusively upon the financial statements published by Kemira GrowHow for the financial year ended on 31 December 2006, the interim report published by Kemira GrowHow for the three months ended 31 March 2007, other stock exchange releases published by Kemira GrowHow, entries in the Finnish Trade Register and other publicly available information. The Offeror does not accept any responsibility whatsoever for such information except for its accurate reproduction in this Tender Offer Document. Except to the extent required by mandatory legislation, this Tender Offer Document will not be supplemented or updated with any financial information or other stock exchange releases published by Kemira GrowHow subsequent to the date of this Tender Offer Document, nor will the Offeror otherwise separately announce the publishing of such financial information or stock exchange releases. Restrictions Applying to Distribution of the Tender Offer Document The Tender Offer is not being made in any other jurisdiction where prohibited by applicable law and this Tender Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law. In particular, the Tender Offer is not being made, directly or indirectly, in or into, or by use of the postal service of, or by any means or instrumentality (including, without limitations, facsimile transmission, telex, telephone or the internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of the United States, Canada, Japan or Australia. The Tender Offer cannot be accepted by any such use, means or instrumentality or from within the United States, Canada, Japan or Australia. The Offeror has not taken steps anywhere else other than in Finland to make a public tender offer or to make the Tender Offer Document public. Availability of Documents The Tender Offer Document will be available as of 18 July 2007 at OMX way, at the address Fabianinkatu 14, FI Helsinki, at the offices of Nordea Bank Finland Plc (hereinafter Nordea ), and electronically at the internet address 2

3 Key Dates 24 May 2007 The Offeror purchased 17,188,480 shares of Kemira GrowHow from the Republic of Finland and published the obligation to launch the Tender Offer 24 May 2007 The boards of directors of Yara and Kemira GrowHow, respectively, executed the Combination Agreement 21 June 2007 Publishing of the terms and conditions of the Tender Offer 20 July 2007 Tender Offer Period commences 7 September 2007 Tender Offer Period expires (unless the Tender Offer Period is extended or suspended in accordance with the terms and conditions of the Tender Offer) 10 September 2007 Announcement of the preliminary results of the Tender Offer (estimate) 14 September 2007 Completion of the Tender Offer (estimate) 19 September 2007 Payment of Offer Consideration (estimate) 21 September 2007 Payment of the accrued interest on the Offer Consideration (estimate) 3

4 PARTIES RESPONSIBLE FOR THE TENDER OFFER DOCUMENT Offeror YARA NEDERLAND B.V. Industrieweg HJ Sluiskil The Netherlands The Parent Company of the Offeror YARA INTERNATIONAL ASA Bygdøy allé 2 P.O. Box 2464 Solli, N-0202 Oslo Norway Yara Nederland B.V. and Yara International ASA and the members of their respective boards of directors assure that, to the best of their understanding, the information set out in this Tender Offer Document is accurate and complete, with no omission of facts that would, in all likelihood, influence an assessment of the benefits of the Tender Offer. All the information concerning Kemira GrowHow Oyj presented in the Tender Offer Document is based exclusively on publicly available information. Neither Yara Nederland B.V. nor Yara International ASA nor their respective boards of directors shall be liable for this information in any way or form except for its accurate reproduction in the Tender Offer Document. Oslo, Norway, 13 July 2007 Yara Nederland B.V. Yara International ASA 4

5 ADVISORS TO THR OFFEROR AND YARA Financial advisors to the Offeror and Yara in connection with the Tender Offer Citigroup Global Markets Limited c/o Citigroup Centre Canary Wharf 33 Canada Square London E14 5LB United Kingdom Taylor Companies 1128 Sixteenth Street NW Washington, D.C U.S.A. Arranger of the Tender Offer Nordea Bank Finland Plc Satamaradankatu 5 FI NORDEA Helsinki Finland Legal advisor to the Offeror and Yara in connection with the Tender Offer Castrén & Snellman Attorneys Ltd. Erottajankatu 5 A FI Helsinki Finland ADVISORS TO KEMIRA GROWHOW Financial advisor to Kemira GrowHow in connection with the Tender Offer Lehman Brothers Europe Limited 25 Bank Street London E14 5LE United Kingdom Legal advisor to Kemira GrowHow in connection with the Tender Offer White & Case LLP Eteläranta 14 FI Helsinki Finland 5

6 LIST OF CONTENTS BACKGROUND, OBJECTIVES AND EFFECTS OF THE TENDER OFFER... 7 Background to the Tender Offer... 7 Effects on Kemira GrowHow s Operations, Assets and Personnel... 8 Statements Regarding the Tender Offer... 9 Funding of the Tender Offer... 9 Certain Effects and Future Plans Relating to the Tender Offer... 9 INFORMATION ON THE PRICING OF THE TENDER OFFER Pricing Basis of the Offer Consideration Trading Prices and Price Development of the Kemira GrowHow Share Third Party Tender Offers TERMS AND CONDITIONS OF THE TENDER OFFER Object of the Tender Offer Offer Consideration Interest Accrued on the Offer Consideration Tender Offer Period Conditions for the Completion of the Tender Offer Increase and Compensation Obligation Tender Offer Acceptance Procedure Withdrawal Rights Technical Completion of the Tender Offer Notification of Offer Outcome Completion of the Tender Offer, Terms of Payment, Settlement and Delivery of Offer Consideration Transfer of Title Transfer Tax, Withholding Tax and Other Payments Other Matters INFORMATION ON OFFEROR AND YARA The Offeror and Yara in Brief...17 Persons related to the Offeror as stipulated in Chapter 6, Section 10, Subsection 2 of the Securities Markets Act The Offerors Ownership in Kemira GrowHow INFORMATION ON KEMIRA GROWHOW Kemira GrowHow in Brief The Administration of Kemira GrowHow Shares and Share Capital Articles of Association Business Result, Financial Position and Future Outlook Kemira GrowHow s ownership in the Offeror Other Information APPENDICES 6

7 Background to the Tender Offer BACKGROUND, OBJECTIVES AND EFFECTS OF THE TENDER OFFER The Offeror is a limited liability company incorporated under the laws of the Netherlands. The Offeror is a whollyowned subsidiary of Yara and a holding company for Yara s global subsidiaries. Yara is a public limited company incorporated under the laws of Norway and a global supplier of plant nutrients in the form of mineral fertilizers. Yara is listed on the Oslo Stock Exchange under the ticker symbol YAR. Kemira GrowHow is a public limited company incorporated under the laws of Finland with its shares listed on the Helsinki Stock Exchange under the ticker KGH1V. Kemira GrowHow is a European provider of fertilizer products for use in agriculture with a particular focus on customized fertilizing solutions. On 24 May 2007 the Offeror purchased and the Republic of Finland sold 17,188,480 shares in Kemira GrowHow, corresponding to approximately percent of all the issued and outstanding shares and votes in Kemira GrowHow. The purchase price in the Share Purchase was EUR per share. The boards of directors of Yara and Kemira GrowHow have agreed to combine the operations of the respective companies under the Combination Agreement entered into on 24 May Pursuant to the terms and conditions of the Combination Agreement, Yara shall commence a mandatory tender offer for the Shares in accordance with the terms and conditions described in this Tender Offer Document and the consideration of the Tender Offer shall be paid in the form of cash consideration. The Combination Agreement is enclosed as Appendix A to this Tender Offer Document. The Combination will create a Nordic based company that has the prerequisites to compete in the global fertilizer market and serve the agricultural sectors of the countries in which the combined company will operate. The Combination will also strengthen the long-term prospects for the further development of a diversified, global nutrient producer in the Nordic region. The board of directors of Yara believes that the Combination is beneficial to the shareholders, employees, customers and other stakeholders of Kemira GrowHow and that the Offer Consideration fairly reflects the value of Kemira GrowHow. The board of directors of Kemira GrowHow unanimously recommends that the shareholders of Kemira GrowHow accept the Tender Offer (see section Statements Regarding the Tender Offer below and Appendix C). As a result of the Share Purchase, the Offeror reached a total shareholding of approximately percent of all the issued and outstanding shares and voting rights in Kemira GrowHow. On 24 May 2007, the Offeror published a stock exchange release stating that, as a consequence of the Share Purchase, the Offeror s shareholding exceeded 30 percent of the total voting rights in Kemira GrowHow and that the Offeror is consequently obliged to make a mandatory tender offer for the Shares in accordance with Chapter 6, Section 10 of the Securities Markets Act. According to Chapter 6, Section 10 of the Securities Markets Act, a shareholder is obliged to make a tender offer for the remainder of the issued and outstanding shares, and securities that entitle to shares, if the shareholder's ownership exceeds three-tenths (3/10) of the total voting rights in a company (mandatory tender offer). A shareholder is also obliged to make a mandatory tender offer if the ownership of the shareholder exceeds one half (1/2) of the total voting rights in a company. A tender offer is not mandatory in situations in which ownership is obtained by means of a tender offer for all of issued shares in the target company and securities entitling to shares. Due to the fact that the ownership of the Offeror has exceeded 30 percent of the total voting rights in Kemira GrowHow as stipulated in Chapter 6, Section 10 of the Securities Markets Act and that, as a result, the Offeror has the obligation to make a mandatory tender offer for the remainder of the Shares in accordance with the Securities Markets Act, the Offeror hereby fulfils the aforementioned obligation of the Offeror through the Tender Offer. According to Chapter 6, Section 12 of the Securities Markets Act, the pricing basis of the offer consideration shall be the highest price paid for the shares by the Offeror during a period of six (6) months preceding the announcement of the tender offer. The Offer Consideration is equal to the cash consideration per share paid by the Offeror in the Share Purchase. The completion of the Tender Offer is subject to the European Commission s (hereinafter the Commission ) prior approval of the Share Purchase pursuant to Council Regulation (EC) No 139/2004 (the EC Merger Regulation ) as well as other competent antitrust or competition authorities outside the European Union. Yara is prepared to accommodate concerns of the authorities to a large extent in order to assure such approvals. 7

8 In accordance with Article 7(2)(b) of the EC Merger Regulation Yara will not, without the prior consent of the Commission, exercise the voting rights related to the shares purchased in connection with the Share Purchase until the Commission has approved the Share Purchase. Effects on Kemira GrowHow s Operations, Assets and Personnel Operations and Assets The Tender Offer will have no immediate effect on the operations or assets of Kemira GrowHow. The businesses of Yara and Kemira GrowHow will be combined upon the completion of the Combination based on a detailed integration plan to be prepared jointly by the management teams of Yara and Kemira GrowHow. The Combination is expected to strengthen the long-term prospects of both companies by creating a diversified, global nutrient producer in the Nordic region. The Finnish operations of Kemira GrowHow bring new production capacity and future potential for Yara. Yara s objective is to increase production, create additional jobs in Finland and to treat Kemira GrowHow s phosphate business and its mines as a special development and growth area for the combined company. Personnel The senior management and the employees of Kemira GrowHow will have a vital role in the new combined organisation and Yara intends to use its best efforts to retain the employees of Kemira GrowHow in its service. The future prospects for Kemira GrowHow s current personnel will be well served by being part of the combined company and contributing to the future strength of the combined business. In particular, due to the insignificant overlap in the operations of Kemira GrowHow and Yara in Finland, few employees of Kemira GrowHow in Finland are expected to be affected by the Combination and, in general, employment in connection with Kemira GrowHow s current plant operations is not expected to be materially impacted by the Combination. Pursuant to the Combination Agreement, the CEO and the senior management of Kemira GrowHow will continue in their positions, and their exact roles will be specified in the integration plan to be prepared jointly by the management teams of Yara and Kemira GrowHow. Yara has not entered into any agreements regarding any compensation or other remuneration granted to the management or board of directors of Kemira GrowHow as a result of the completion of the Tender Offer. Strategic Future Plans In order to guarantee the competitiveness and quality of the food supply system of the European Union, European agriculture needs a strong European fertilizer industry. Combining the global footprint and nitrogen position of Yara with Kemira GrowHow's position in European phosphates creates a unique platform from which to drive competitiveness and further broaden the geographical market area and products offered to customers. The Combination of Kemira GrowHow and Yara is expected to strengthen the long-term prospects of both companies by creating a Nordic based diversified, global nutrient producer. The extension of Yara s business into phosphate mining, processing and full commercialisation of phosphates through the acquisition, development and expansion of Kemira GrowHow s activities will complement Yara s existing businesses. Yara regards Kemira GrowHow s entire phosphate business, including the phosphate mine in Siilinjärvi and the additional mining rights in Sokli, as an important component of the operations of the combined company. Yara intends to further develop and expand the phosphate business for the benefit of the combined company. Phosphoric acid and other end products of Kemira GrowHow s operations at Siilinjärvi and Uusikaupunki will form important additions to Yara s phosphate-related capabilities and represent new capacity relative to the current operations of Yara. Yara foresees that Kemira GrowHow s phosphate mining and primary upgrading operations in Finland will remain key competence centres as part of the combined company. The combination of Kemira GrowHow s phosphates and Yara s nitrogen sourcing capabilities will also provide Kemira GrowHow s operations in Uusikaupunki with a stronger platform to serve the Baltic Rim markets. The combination of Kemira GrowHow s and Yara s competences in plant nutrition will be a benefit to the Finnish agricultural sector. Furthermore, Kemira GrowHow s industrial operations in Finland will benefit from access to Yara s global sales and marketing network. The future development and enhancement of Kemira GrowHow s phosphate busi- 8

9 ness is also expected to benefit from the financial strength of the combined company, which in turn will bring benefits to Kemira GrowHow s existing business and employees. Statements Regarding the Tender Offer Having examined the Tender Offer Document, including the terms and conditions of the Tender Offer and its implicamined on 13 July 2007 that the consideration offered by the Offeror in the Tender Offer is fair to the holders of the tions on Kemira GrowHow and Kemira GrowHow s shareholders, the board of directors of Kemira GrowHow deter- Shares, and the board of directors of Kemira GrowHow therefore unanimously recommends that the shareholders accept the Tender Offer. The statement of Kemira GrowHow s board of directors, as provided by Chapter 6, Section 6 of the Securities Markets Act, is enclosed as Appendix C to this Tender Offer Document. A statement on the Tender Offer dated 13 July 2007, as provided by Chapter 6, Section 6 of the Securities Markets Act, by Kemira GrowHow's personnel representatives is enclosed as Appendix F to this Tender Offer Document. Furthermore, this Tender Offer Document will be supplemented by any statements on the Tender Offer that may be given by personnel representatives of Yara. Funding of the Tender Offer The Tender Offer will be funded partly through the Offeror's existing cash balances and partly through credit lines. The financing is not subject to any condition that will affect the completion of the Tender Offer. The financing arrangements in connection with the Tender Offer are not expected to affect the operations and obligations of Kemira GrowHow. Certain Effects and Future Plans Relating to the Tender Offer Redemption Proceedings under the Companies Act According to Chapter 18, Section 1 of the Finnish Companies Act (624/2006, as amended; hereinafter the Companies Act ), the Offeror has the right to redeem the Shares of other shareholders in Kemira GrowHow at a market price, if its holding exceeds nine-tenths (9/10) of the shares and the total votes in Kemira GrowHow. A shareholder, whose Shares the Offeror has the right to redeem, shall also have the right to demand that the Offeror redeems his/her Shares. The terms of the redemption procedure are set forth in the Finnish Companies Act. If the Offeror acquires more than nine-tenths (9/10) of the shares and the votes in Kemira GrowHow, the Offeror will make a redemption claim to the shareholders in Kemira GrowHow in accordance with the Finnish Companies Act. Thus, Shares that have not been offered to the Offeror in accordance with this Tender Offer will be redeemed in the manner set forth in Chapter 18 of the Finnish Companies Act. The Delisting of the Kemira GrowHow Shares from the Official List of the Helsinki Stock Exchange Subject to completion of the Tender Offer and redemption proceedings under the Companies Act, the Offeror intends to delist the shares in Kemira GrowHow from the Official List of the Helsinki Stock Exchange. 9

10 Pricing Basis of the Offer Consideration INFORMATION ON THE PRICING OF THE TENDER OFFER The Offer Consideration for each Share is EUR in cash, provided that the Tender Offer has been validly approved according to the terms and conditions of this Tender Offer Document. According to Chapter 6, Section 11 of the Securities Markets Act, the pricing basis of the offer consideration in a mandatory tender offer shall be the highest price paid for the shares by the offeror or a person, community or foundation related to the offeror as stipulated in Chapter 6, Section 10, subsection 2 of the Securities Markets Act during a period of six (6) months preceding the arising of the obligation to launch a tender offer. The Share Purchase is the only acquisition by the Offeror and entities related to the Offeror as stipulated in Chapter 6, Section 10, subsection 2 of the Securities Markets Act, of Kemira GrowHow shares during the six (6) month period preceding the arising of the obligation to launch the Tender Offer. The purchase price in the Share Purchase was EUR per share. The Offer Consideration offered in accordance with this Tender Offer, i.e. EUR per Share, represents the highest price paid for the shares in Kemira GrowHow by the Offeror and certain entities related to the Offeror as stipulated in Chapter 6, Section 10, subsection 2 of the Securities Markets Act during a period of six (6) months preceding the arising of the obligation to launch a tender offer as required by the provisions of the Securities Markets Act. The Offeror will pay interest on the Offer Consideration at the rate of five (5) percent per annum from the date of receipt (excluding the date of receipt) of acceptance of the Tender Offer in accordance with section Terms and Conditions of the Tender Offer - Tender Offer Acceptance Procedure until the payment (including the date of payment) of the Offer Consideration in accordance with section Terms and Conditions of the Tender Offer - Completion of the Tender Offer, Terms of Payment, Settlement and Delivery of Offer Consideration. Trading Prices and Price Development of the Kemira GrowHow Share The chart below shows the price development and trading volume of the shares in Kemira GrowHow since the initial listing on the Helsinki Stock Exchange's Official List on 18 October During this period, Kemira GrowHow s lowest trading price per share was EUR 4.11 (22 May 2006) and the all time high trading price per share was EUR (20 March 2007) Oct-04 Jan-05 Apr-05 Jul-05 Oct-05 Jan-06 Apr-06 Jul-06 Oct-06 Jan-07 Apr-07 Trading Volume Kemira Grow-How Price Offer Consideration 0 The closing price per share of Kemira GrowHow was EUR 9.27 on 23 May 2007, the last trading day preceding the arising of the obligation to launch the Tender Offer (hereinafter the Tender Offer Obligation ). The volumeweighted average trading price of the shares of Kemira GrowHow on the Helsinki Stock Exchange over the three (3) month period preceding the Tender Offer Obligation, i.e. from 24 February 2007 to 23 May 2007, was EUR 9.27 per share. The volume-weighted average trading price during the twelve (12) month period preceding the Tender Offer Obligation, i.e. from 24 May 2006 to 23 May 2007, was EUR 7.67 per Share. In the twelve (12) month period preceding 10

11 the Tender Offer Obligation the highest closing price of the shares was EUR and the lowest closing price of the shares was EUR The Offer Consideration of EUR for each Share corresponds to a premium of approximately 30.7 per cent to the closing price of the shares of Kemira GrowHow (EUR 9.27) on the Helsinki Stock Exchange on 23 May 2007, the last trading day prior to the Tender Offer Obligation, a premium of approximately 30.8 per cent to the volume-weighted average trading price of the shares on the Helsinki Stock Exchange during the three (3) month period preceding the Tender Offer Obligation as well as a premium of approximately 58.0 per cent to the volume-weighted average trading price of the shares on the Helsinki Stock Exchange during the last twelve (12) months preceding the Tender Offer Obligation. The Offer Consideration also corresponds to a premium of approximately 17.1 per cent to Kemira GrowHow s all-time high traded share price of EUR on 20 March The table below shows the trading prices and trading volumes of the shares in Kemira GrowHow since the listing on the Helsinki Stock Exchange's Main List on 18 October The time period in the table has been further divided into three-month periods. Trading Volume ('000) Closing Share Price (EUR) Period No of Shares EUR Low High (1) Volume- Weighted Average Price 24-Feb May , , Nov Feb , , Aug Nov ,476 68, May Aug ,716 25, May May , , Feb May ,532 84, Nov Feb , , Aug Nov ,732 75, May Aug , , May May , , Feb May , , Nov Feb , , Oct Nov ,741 57, Note: (1) All-time-high trading price was EUR on 20 March 2007 (closing price EUR 10.23). Third Party Tender Offers No third party public tender offers have been made for the securities of Kemira GrowHow during the twelve (12) month period preceding this Tender Offer. 11

12 TERMS AND CONDITIONS OF THE TENDER OFFER Object of the Tender Offer Pursuant to the terms and conditions of this Tender Offer, the Offeror offers to purchase all issued and outstanding shares in Kemira GrowHow which are not owned by Kemira GrowHow or its subsidiaries (the Shares). Offer Consideration The Offer Consideration for each Share in the Tender Offer is EUR in cash provided that the Tender Offer has been validly approved according to the terms and conditions of this Tender Offer Document and that the acceptance has not been validly withdrawn. The Offer Consideration has been determined on the basis that the number of Shares referred to section Object of the Tender Offer is 38,236,997. In the event the number of Shares is increased or Kemira GrowHow issues rights entitling to shares in Kemira GrowHow in accordance with Chapter 10 of the Companies Act prior to the Completion Date (as defined below under section Conditions for the Completion of the Tender Offer ), otherwise than as a part of customary business, and the consideration paid to Kemira GrowHow for the Shares exceeding the above mentioned number of Shares is below the Offer Consideration, the Offeror has the right to adjust the Offer Consideration accordingly. If a decision is made at the general meeting of shareholders of Kemira GrowHow prior to the Completion Date or at the Completion Date (as defined below under section " Conditions for the Completion of the Tender Offer) to distribute dividends or other assets in accordance with Chapter 13 Section 1 of the Companies Act, to which a shareholder who has accepted the Tender Offer is entitled, an amount equal to the dividend or distribution of assets per Share will be deducted from the Offer Consideration. Interest Accrued on the Offer Consideration Subject to the completion of the Tender Offer in accordance with these terms and conditions of the Tender Offer, the Offeror will pay interest on the Offer Consideration at the rate of five (5) percent per annum from the date of receipt (excluding the date of receipt) of acceptance of the Tender Offer in accordance with section Tender Offer Acceptance Procedure until the payment (including the date of payment) of the Offer Consideration in accordance with section Completion of the Tender Offer, Terms of Payment, Settlement and Delivery of Offer Consideration below. A 365-day interest year is applied in the calculation of the interest accrued on the Offer Consideration. The interest is paid on the capital, which is the number of Shares sold by the shareholder to the Offeror on the Completion Date (as defined below in section Conditions for the Completion of the Tender Offer ) multiplied by the Offer Consideration. The interest accrued on the Offer Consideration shall be subject to withholding tax and, with respect to a non-resident of Finland for taxation purposes, subject to tax at source in accordance with section Transfer Tax, Withholding Tax and Other Payments. If the Tender Offer is not completed, interest accrued on the Offer Consideration will not be paid. Tender Offer Period The Tender Offer Period begins at 9.30 (Finnish time) on 20 July 2007 and expires at (Finnish time) on 7 September 2007, during which period shareholders can accept the Tender Offer, if the Tender Offer Period is not extended or suspended as described below. The acceptance form concerning the acceptance of the Tender Offer must be received by the recipient, as described below under section Tender Offer Acceptance Procedure, before the termination of the Tender Offer Period. The Offeror may extend the Tender Offer Period at any time. The Offeror will announce a possible extension of the Tender Offer Period at the latest in a stock exchange release in connection with the notification of the preliminary outcome in accordance with section Notification of Offer Outcome below. Furthermore, the Offeror will announce any possible further extension of an already extended Tender Offer Period or an extension of a suspended Tender Offer Period at the latest on the last day of the Tender Offer Period. The duration of the Tender Offer Period in its entirety may be ten (10) weeks at the most. However, if the conditions of the Tender Offer have not been fulfilled due to a particular obstacle as referred to in Standard 5.2.c of the Finnish Financial Supervision Authority, such as pending merger control proceedings, the Offeror may extend the duration of the 12

13 Tender Offer Period beyond ten (10) weeks until such obstacles have been removed and the Offeror has had reasonable time to consider the situation in question. In this case the Offeror shall announce the new termination date at least two (2) weeks prior to the date of termination of the extended Tender Offer Period. The Offeror may suspend the extended Tender Offer Period. The Offeror will announce the decision on the suspension of the extended Tender Offer Period as soon as possible after such decision has been taken and, in any case, no later than two (2) weeks prior to the end of the suspended Tender Offer Period. If the Offeror suspends the extended Tender Offer Period, the Tender Offer Period will end at an earlier time on a date announced by the Offeror. Conditions for the Completion of the Tender Offer A condition for the completion of the Tender Offer (hereinafter the Conditions for Completion ) is that the requirements set for the completion of the Tender Offer listed below are met on or by the date when the trades of Shares, as per the Tender Offer, are carried out as set forth below in section Completion of the Tender Offer, Terms of Payment, Settlement and Delivery of Offer Consideration (hereinafter the Completion Date ) or that the requirement for the fulfilment of all or some of them is waived by the Offeror: - all necessary consents, approvals and actions from applicable antitrust or competition authorities for the completion of the Tender Offer have been obtained and no final and non-appealable order relating to consents, approvals or actions from applicable antitrust or competition authorities and preventing the completion of the Tender Offer shall have been issued by any court of competent jurisdiction. The Offeror may, to the extent permitted by law, waive any of the aforementioned Conditions for Completion that are not fulfilled. If all Conditions for Completion have been fulfilled or the Offeror has waived the requirement for the fulfilment of all or some of them on the Completion Date at the latest, the Offeror will consummate the Tender Offer in accordance with its terms and conditions after the termination of the Tender Offer Period by purchasing the Shares and paying the Offer Consideration to the shareholders that have validly accepted the Tender Offer. A withdrawal of the Tender Offer due to unfulfilled conditions for the completion of the Tender Offer is subject to the Finnish Financial Supervision s exemption order. The Commission's formal notification procedure divides into two phases. If the initial investigations of the Commission provide that the Share Purchase does not seem to be incompatible with the Community market, they approve it within the time limits set for Phase I. The Commission has 25 working days i.e. five (5) weeks from the date of notificanotification procedure generally lasts a total of working tion to complete Phase I proceedings. If the Share Purchase moved to Phase II proceedings by the Commission, the days. If all Conditions for Completion have been fulfilled (or, to the extent permitted by law, the Offeror has waived the reof a stock exchange release without delay. The Tender Offer will be completed after the termination of the Tender Offer quirement for the fulfilment) during the Tender Offer Period, the Offeror will announce the aforementioned by means Period in accordance with the section Completion of the Tender Offer, Terms of Payment, Settlement and Delivery of Offer Consideration below with respect to all Kemira GrowHow shareholders who have validly accepted the Tender Offer. Increase and Compensation Obligation The Offeror reserves the right to also acquire Shares during the Tender Offer Period in public trading on the Helsinki Stock Exchange. Should the Offeror or another entity related to the Offeror as stipulated in Chapter 6, Section 10, subsection 2 of the Securities Markets Act acquire Shares during the time between the arising of the tender offer obligation and the end of the Tender Offer Period at a higher price than the Offer Consideration or otherwise on better terms, the Offeror shall in accordance with Chapter 6, Section 13 of the Securities Markets Act amend the terms and conditions of this Tender Offer to correspond with the acquisition on such better terms (increase obligation). In this case the Offeror shall publish the increase obligation without delay and will pay the difference between this higher price and the Offer Consideration to those shareholders who have accepted the Tender Offer in connection with the completion of this Tender Offer. Should the Offeror or another entity related to the Offeror as stipulated in Chapter 6, Section 10, subsection 2 of the Securities Markets Act acquire Shares within nine (9) months from the termination of the Tender Offer Period at a higher price than the Offer Consideration or otherwise on better terms, the Offeror shall in accordance with Chapter 6, Section 13 of the Securities Markets Act pay the difference between this higher price and the Offer Consideration 13

14 (compensation obligation). In this case the Offeror shall publish the compensation obligation without delay and will pay the difference between this higher price and the Offer Consideration within one (1) month from the date when the compensation obligation arose for those shareholders who have accepted the Tender Offer. Tender Offer Acceptance Procedure The Tender Offer may be accepted by a shareholder registered during the Tender Offer Period in Kemira GrowHow s shareholders register. Kemira GrowHow shareholders providing an acceptance must have a cash account in a financial institution operating in Finland. Shareholders may only approve the Tender Offer unconditionally. Acceptance of the Tender Offer must be provided for each book-entry account. Acceptance of the Tender Offer applies to all Kemira GrowHow Shares that are in the book-entry accounts mentioned in the shareholder's acceptance form at the time of the completion trade of the Shares. An acceptance given within the Tender Offer Period is also valid until the end of an extended Tender Offer Period. Most Finnish account operators will send a notice of the Tender Offer, instructions related thereto and an acceptance form to such Kemira GrowHow shareholders, which are customers of the account operator and registered in Kemira GrowHow s shareholders register. Should any of Kemira GrowHow shareholder not receive instructions or an acceptance form from their account operator (e.g. the Finnish Central Securities Depository), the shareholders may contact any Nordea office, where such shareholders will receive all required information and may give their acceptance to the Tender Offer. Kemira GrowHow shareholders whose Shares are nominee-registered and who wish to accept the Tender Offer must provide their acceptance in accordance with the instructions given by the administrator managing the nominee registration. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these Kemira GrowHow shareholders. With respect to pledged Shares, acceptance of the Tender Offer requires the consent of the pledgee. Acquiring this consent is the responsibility of the Kemira GrowHow shareholder in question. The pledgee's consent must be delivered to the account operator in writing. All Kemira GrowHow shareholders who accept the Tender Offer must complete, sign and return the acceptance form to the account operator that manages their book-entry account according to the instructions and within the time limit given by the account operator or, if the account operator in question will not receive the acceptance form (e.g. customers to the Finnish Central Securities Depository), to any Nordea office. The Offeror reserves the right to reject any acceptance forms that have been completed erroneously or deficiently. The acceptance form must be delivered so that it will be received within the Tender Offer Period, however, taking into account instructions given by the account operator. An account operator may request a shareholder to deliver the acceptance form before the end of the Tender Offer Period. Shareholders can deliver the acceptance forms in the way they prefer at their own responsibility, and the acceptance form will be considered as delivered only when an account operator or Nordea has successfully received it. By accepting the Tender Offer Kemira GrowHow s shareholders authorise Nordea or their account operator to enter into their book-entry account transfer restrictions or a sales reservation with respect to the Shares. Furthermore, shareholders who accept the Tender Offer authorise Nordea, or their account operator, to perform any other necessary entries and undertake any other measures needed for the technical execution of the Tender Offer, and to sell all Kemira GrowHow Shares held by the shareholder to the Offeror in accordance with the terms and conditions of the Tender Offer. Those shareholders of Kemira GrowHow who have validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer are not permitted to sell or otherwise control the Shares they hold. The transfer restrictions or sales reservations will be entered into the shareholders book-entry account with respect to the Shares, in the way described below in section Technical Completion of the Tender Offer, after the shareholder has delivered the acceptance form. Withdrawal Rights Acceptance of the Tender Offer is irrevocable and it cannot be withdrawn, unless the duration of the Tender Offer Period has exceeded ten (10) weeks. However, a shareholder may withdraw the acceptance in accordance with Chapter 6, 14

15 Section 8 of the Securities Markets Act, should a competing tender offer be published by a third party during the Tender Offer Period. Valid withdrawal of the acceptance of the Tender Offer requires that a withdrawal notification in writing is delivered within the Tender Offer Period to the account operator to whom the original Tender Offer acceptance notification was delivered. For nominee-registered holdings, shareholders must instruct the administrator managing the nominee registration to deliver the cancellation notification. Account operators managing a book-entry account or an administrator of nominee registrations may charge the shareholder a cancellation fee according to their price lists and, in the case that a valid acceptance is cancelled, some account operators may charge separately for the registration of relevant entries regarding the acceptance and cancellation. A shareholder who has withdrawn his or her acceptance of the Tender Offer may renew the acceptance of the Tender Offer within the Tender Offer Period in accordance with the procedure in section Tender Offer Acceptance Procedure above. Technical Completion of the Tender Offer When an account operator or Nordea has received an acceptance with respect to the Shares conforming with the terms and conditions of the Tender Offer, the account operator or Nordea will enter a sales reservation or a transfer restriction on the right of disposal in the said book-entry account. In connection with the completion transaction or the clearing of the Tender Offer, the sales reservation or the transfer restriction on the right of disposal will be revoked and a cash consideration will be paid to the shareholder. If a competing tender offer is published by a third party during the Tender Offer Period and the shareholder exercises his or her right to withdraw the acceptance of the Tender Offer pursuant to Chapter 6 Section 8 of the Securities Markets Act or the shareholder withdraws his or her acceptance in accordance with section Withdrawal Rights above, any sales reservations or restrictions on the right of disposal with respect to the Shares will be revoked within an estimated three (3) banking days of receipt of a cancellation notification. In such case, no compensation will be paid to shareholder. Notification of Offer Outcome The preliminary outcome of the Tender Offer will be notified by a stock exchange release on the banking day following the termination of the Tender Offer Period (estimate). In connection with the notification of the preliminary outcome, it will be notified whether the Tender Offer will be completed or the Tender Offer Period extended. The final outcome of the Tender Offer will be notified on or about the fifth (5 th ) banking day following the end of the Tender Offer Period. In connection with the notification of the final outcome, the number of Kemira GrowHow Shares for which the Tender Offer has been accepted will be confirmed. Completion of the Tender Offer, Terms of Payment, Settlement and Delivery of Offer Consideration The Tender Offer will be completed with respect to all Kemira GrowHow s shareholders who have validly accepted the Tender Offer no later than on the fifth (5 th ) banking day following the end of the Tender Offer Period, i.e. preliminarily on 14 September 2007 (Completion Date). If possible, the completion trades will be executed on the Helsinki Stock Exchange. Otherwise, the completion trades of the Tender Offer will be made outside the Helsinki Stock Exchange. The completion trades will be settled on the third (3 rd ) banking day following the completion trades, i.e. preliminarily on 19 September The Offer Consideration and interest accrued on the Offer Consideration will be paid to a Kemira GrowHow shareholder, who has validly accepted the Tender Offer, into the management account of a book-entry account, or if the Shares are nominee-registered, into the bank account defined in the acceptance form. The Offer Consideration will be paid on or about the third (3rd) banking day following the date of the completion trade. The accrued interest will be paid on or about the fifth (5th) banking day following the date of the completion trade. If the bank account of a Kemira GrowHow shareholder is at a different bank than the shareholders book-entry account, the Offer Consideration and interest accrued on the Offer Consideration will be paid into such bank account at the latest on or about two (2) banking days later in accordance with the schedule for payment transactions between financial institutions. 15

16 The interest accrued on the Offer Consideration shall be subject to withholding tax and, with respect to a non-resident of Finland for taxation purposes, subject to tax at source in accordance with section Transfer Tax, Withholding Tax and Other Payments below. Transfer of Title Title to the Shares validly tendered in the Tender Offer will pass to the Offeror against payment of the Offer Consideration. Transfer Tax, Withholding Tax and Other Payments The Offeror shall be responsible for the Finnish transfer tax, if any, payable upon the approval of the Tender Offer, and shall pay the transfer tax, if any, in accordance with the provision of the Finnish Transfer Tax Act (931/1996, as amended) determining the date of payment of the tax. The interest accrued on the Offer Consideration received by a Kemira GrowHow shareholder who is resident of Finland for taxation purposes shall be subject to withholding tax in accordance with the Finnish Withholding Tax Act (1118/1996, as amended). The tax treatment and preliminary taxation and withholding tax procedure applicable to the accrued interest payable on the Offer Consideration received by a Kemira GrowHow shareholder who is non-resident of Finland for taxation purposes shall be determined in accordance with the state of residence of the holder of the Shares. Each Kemira GrowHow shareholder is liable for payments which, based on an agreement made with the shareholder, the account operator may charge and for the fees and commissions charged by account operators, custodians, administrators of nominee registered Shares or other parties related to the release of collateral or the revoking of any other restrictions preventing the sale of Shares. The Offeror is liable for other customary costs related to the registration of entries in the book-entry system, the execution of trades pertaining to Shares in compliance with the Tender Offer, the payment of the Offer Consideration or the payment of the interest accrued on the Offer Consideration. Should a competing tender offer be published by a third party during the Tender Offer Period and should a shareholder withdraw his/her Tender Offer acceptance, some account operators may charge the shareholder separately for the registration of the relevant entries regarding the acceptance and cancellation. Other Matters The Tender Offer Document and the Tender Offer shall be governed by the laws of the Republic of Finland and any disputes pertaining thereto shall be settled exclusively in a Finnish court of law. The Offeror reserves the right to amend the terms and conditions of this Tender Offer in accordance with Chapter 6, Section 7 of the Securities Markets Act. Should a competing tender offer be published by a third party during the Tender Offer Period, the Offeror reserves the right to decide upon extension of the Tender Offer Period as stipulated in Chapter 6, Section 8 of the Securities Markets Act. The Offeror will decide on all other matters related to the Tender Offer. The Tender Offer is not being made in any other jurisdiction where prohibited by applicable law and this Tender Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law. In particular, the Tender Offer is not being made, directly or indirectly, in or into, or by use of the postal service of, or by any means or instrumentality (including, without limitations, facsimile transmission, telex, telephone or the internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of the United States, Canada, Japan or Australia. The Tender Offer cannot be accepted by any such use, means or instrumentality or from within the United States, Canada, Japan or Australia. 16

17 INFORMATION ON OFFEROR AND YARA The Offeror and Yara in Brief The registered business name of the Offeror is Yara Nederland B.V. and the Offeror is a limited liability company incorporated under the laws of the Netherlands under the business registration code The registered office of the Offeror is Industrieweg 10, 4541HJ Sluiskil, the Netherlands. The Offeror is a holding company for Yara s global subsidiaries. The Offeror is a wholly-owned subsidiary of Yara. The registered business name of Yara is Yara International ASA is a public limited company registered in Norway under the business registration code The registered office of Yara is Bygdøy Allé 2, P.O. Box 2464, Solli, N-0202 Oslo, Norway. Yara is one of the world s leading fertilizer companies. In 2006, Yara delivered approximately 21.6 million tonnes of fertilizer and associated industrial chemical products to customers throughout the world. With sales in approximately 120 countries around the world, Yara s global sales and marketing network creates economies of scale in distribution and logistics costs, and enables the company to deliver expertise on all continents. Yara is headquartered in Oslo, Norway. Yara was de-merged from Norsk Hydro ASA in 2004 and is listed on the Oslo Stock Exchange under the ticker symbol YAR. On 24 May 2007 Yara s total market capitalisation was NOK 55.1 billion (EUR 6.8 billion). At 31 March 2007, Yara had total assets of NOK 33 billion (EUR 4.1 billion) with net debt of NOK 5.5 billion (EUR 0.7 billion) and shareholders equity of NOK 16 billion (EUR 2.0 billion). Yara has approximately 7,000 employees. Yara is investment grade rated by both Moody s (Baa2) and Standard and Poors (BBB+). Persons related to the Offeror as stipulated in Chapter 6, Section 10, Subsection 2 of the Securities Markets Act The Yara group of companies consists of Yara International ASA and 120 subsidiaries, with the Offeror being one of these subsidiaries. With the exception of the Offeror, neither Yara nor any entity referred to in Chapter 6, Section 10, Subsection 2 of the Securities Markets Act owns at the date of this Tender Offer Document any Shares in Kemira Grow- How or has during the 12-month period preceding the Tender Offer Obligation acquired any Shares in Kemira Grow- How in public trading or otherwise. The Offerors Ownership in Kemira GrowHow On 24 May 2007 the Offeror purchased 17,188,480 shares, representing approximately per cent of all the issued and outstanding shares and votes in Kemira GrowHow, from the Republic of Finland. The Share Purchase is the only acquisition of Kemira GrowHow Shares by the Offeror and entities related to the Offeror as stipulated in Chapter 6, Section 10, subsection 2 of the Securities Markets Act. As of the date of the Tender Offer Document, the Offeror is the largest shareholder of Kemira GrowHow. 17

18 INFORMATION ON KEMIRA GROWHOW Kemira GrowHow in Brief Kemira GrowHow s registered business name is Kemira GrowHow Oyj and the company s domicile is in Helsinki, Finland and its address is Mechelininkatu 1 A, FI Helsinki, Finland. The company is registered in the Finnish Trade Register with the business identity code According to Section 2 of Kemira GrowHow s articles of association, Kemira GrowHow s field of business is the chemical industry, such as manufacturing, marketing, import and export of fertilizers, plant nutrients and plant protecting agents and other chemicals, as well as other activities related to such business or crop cultivation. Kemira Grow- How may own, manage and lease real estate, shares, partnership shares and other securities for purposes of its business. Kemira GrowHow may operate either directly or through subsidiaries or affiliated companies and joint ventures. The Administration of Kemira GrowHow Board of Directors and Managing Director In accordance with the Finnish Companies Act and the articles of association of Kemira GrowHow, the management and administration of Kemira GrowHow is divided among the shareholders represented at the general meeting of shareholders, the board of directors and the managing director. In accordance with the articles of association, there shall be at least five (5) and not more than seven (7) members of the board of directors. At the date of this Tender Offer Document, the members of Kemira GrowHow board of directors are Ossi Virolainen (Chairman), Lauri Ratia (Vice-Chairman), Arto Honkaniemi, Satu Raiski, Helena Terho, Esa Tirkkonen and Maija Torkko. The CEO of Kemira GrowHow is Heikki Sirviö. Auditors Pursuant to the articles of association, Kemira GrowHow shall have at least one (1) and not more than three (3) auditors of whom one (1) must be an auditing firm approved by the Central Chamber of Commerce of Finland. At the 2007 annual general meeting, KPMG Oy Ab, authorised public accountants, was elected as auditor with Petri Kettunen, Authorised Public Accountant, as the responsible auditor. The term of office of the auditors of Kemira GrowHow expires at the end of the next annual general meeting following their election. Shares and Share Capital General Pursuant to the articles of association, Kemira GrowHow s minimum share capital is EUR 150 million and maximum share capital is EUR 600 million, within which limits the share capital may be increased or decreased without amending the articles of association. Kemira GrowHow s registered share capital on the date of this Tender Offer Document is EUR 155,973,000 divided into 57,208,857 fully paid Shares. Kemira GrowHow has one (1) share class and all shares carry equal rights. One share in Kemira GrowHow entitles its holder to one (1) vote in a general meeting of shareholders of the company. There are no voting restrictions or provisions concerning redemption or assignability of shares in Kemira GrowHow's articles of association. 18

19 Ownership Structure The ten largest shareholders in Kemira GrowHow and their holdings as per 30 June 2007 are presented in the chart below: Shareholders Shares % 1 Yara Nederland B.V. 17,188, Kemira Growhow Oyj 1,783, Varma Mutual Pension Insurance Company 1,677, Mandatum Stockbrokers Ltd 1,070, Op-Suomi Arvo 798, Nordea Life Assurance Company Finland Ltd 509, State Pension Fund 500, Odin Forvaltnings As 454, Sr Arvo Finland Value 200, Turun Kaupungin Vahinkorahasto 188, Total 24,371, Other Shareholders 32,837, Total 57,208, Authorizations regarding Increase of Share Capital and Conveyance of Treasury Shares On 3 April 2007, the annual general meeting of shareholders of Kemira GrowHow authorised Kemira GrowHow s board of directors to decide on a conveyance of a maximum of 1,860,000 treasury shares and to issue a maximum of 6,000,000 new shares. The authorisations are valid until 31 May Bond with Warrants, Convertible Bonds, and Options No bonds with warrants, convertible bonds or stock options have been issued by Kemira GrowHow. Treasury Shares Kemira GrowHow currently holds 1,783,380 of its own shares, corresponding to approximately 3.12 percent of all the issued and outstanding shares and votes in Kemira GrowHow, which are excluded from this Tender Offer. Shareholder Agreements The Offeror is not aware of any shareholder agreements or other agreements or undertakings concerning Kemira GrowHow relating to the use of voting power or shareholding in Kemira GrowHow and containing information that would materially affect the evaluation of the financial attractiveness of the Tender Offer. Articles of Association Kemira GrowHow's articles of association are included in this Tender Offer Document in the form registered in the Finnish Trade Register on the date of this Tender Offer Document (See Appendix G). Business Result, Financial Position and Future Outlook Business Results and Financial Position Information on Kemira GrowHow s assets, liabilities and business results during the financial year ended 31 December 2006 is available in Kemira GrowHow s official financial statements attached to this Tender Offer Document as Appendix D. 19

20 Information on Kemira GrowHow s assets and liabilities and business results for the three month period ended 31 March 2007 is attached as Appendix B. Certain other significant stock exchange releases and announcements published by Kemira GrowHow that may have an influence on the value of Kemira GrowHow s shares have been attached to this Tender Offer Document as Appendix E. Future Outlook Kemira GrowHow s future outlook has been discussed on page 11 of Kemira GrowHow s financial statements for the financial year ended 31 December 2006 (see Appendix D) and on pages 9-10 of Kemira GrowHow s interim report for the three month period ended 31 March 2007 (see Appendix B). Kemira GrowHow s ownership in the Offeror Kemira GrowHow does not own shares, or securities entitling to shares, of the Offeror or a party referred to in Chapter 6, Section 10, Subsection 2 of the Securities Markets Act, including Yara. Other Information The financial information relating to Kemira GrowHow presented in this Tender Offer Document is derived from Kemira GrowHow's official financial statements and interim reports. Kemira GrowHow s interim financial information included in this Tender Offer Document is unaudited. All information relating to Kemira GrowHow included in this Tender Offer Document is presented as published by Kemira GrowHow. The Offeror shall not be liable for this information in any way except for its accurate reproduction in this Tender Offer Document. 20

21 APPENDICES APPENDIX A COMBINATION AGREEMENT The Combination Agreement in the form executed by the parties on 24 May APPENDIX B KEMIRA GROWHOW INTERIM REPORT FOR THE THREE MONTHS ENDED 31 MARCH 2007 The interim report of Kemira GrowHow for the period ended 31 March 2007 has been included in this Appendix B in the form published by Kemira GrowHow. The Offeror does not accept responsibility for such information except for the accurate duplication of such information herein. APPENDIX C STATEMENT OF THE BOARD OF DIRECTORS OF KEMIRA GROWHOW The statement by the Board of Directors of Kemira GrowHow on the Tender Offer in the form published by Kemira GrowHow on 13 July APPENDIX D FINANCIAL STATEMENTS 2006 OF KEMIRA GROWHOW The financial statements of Kemira GrowHow for the period ended 31 December 2006 have been included in this Appendix D in the form published by Kemira GrowHow. The Offeror does not accept responsibility for such information except for the accurate duplication of such information herein. APPENDIX E STOCK EXCHANGE RELEASE PUBLISHED BY KEMIRA GROWHOW ON 24 MAY 2007 The stock exchange release published by Kemira GrowHow on 24 May 2007 has been included in this Annex E in the form published by Kemira GrowHow. The Offeror does not accept responsibility for such information except for the accurate duplication of such information herein. APPENDIX F STATEMENT OF THE PERSONNEL REPRESENTATIVES OF KEMIRA GROWHOW The statement by the personnel representatives of Kemira GrowHow on the Tender Offer in the form published by Kemira GrowHow on 13 July APPENDIX G ARTICLES OF ASSOCIATION OF KEMIRA GROWHOW The English language translation of the articles of association of Kemira GrowHow has been included in this Annex G in the form published on Kemira GrowHow s website on the date of this Tender Offer Document. 21

22 THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.

23 COMBINATION AGREEMENT THIS COMBINATION AGREEMENT (this Agreement ) is entered into on this 24th day of May 2007, by and between: (1) YARA INTERNATIONAL ASA, a public limited liability company duly incorporated and existing under the laws of Norway, having its registered office at Bygdøy allé 2, P.O. Box 2464, Solli, N-0202 Oslo, Norway, facsimile: ( Yara ); (2) KEMIRA GROWHOW OYJ, a public limited liability company duly incorporated and existing under the laws of Finland, having its registered office at Mechelininkatu 1a, P.O. Box 900, FI Helsinki, Finland, facsimile: ( Kemira GrowHow ); (3) Yara and Kemira GrowHow are hereinafter jointly referred to as the Parties or individually referred to as a Party, as the context may require. WHEREAS: (A) (B) (C) (D) (E) (F) Yara is a public company listed on the Oslo Stock Exchange and engaged in the fertilizer business. Kemira GrowHow is a public company listed on the Helsinki Stock Exchange and engaged in the fertilizer business. Each of Yara and Kemira GrowHow are well-established fertilizer companies and the combination of Yara and Kemira GrowHow would create a strong, world-class company able to compete effectively in the global fertilizer market and serve the agricultural sectors of the countries in which the combined company would operate and would strengthen the long-term prospects for the further development of a diversified, leading global nutrient producer in the Nordic region. The extension of Yara s business into the phosphate mining, processing and full commercialisation of phosphates through the acquisition, development and expansion of Kemira GrowHow s activities would be complimentary to Yara s existing businesses and Yara regards the entire phosphate business of Kemira GrowHow, including the phosphate mine in Siilinjärvi and the additional mining rights in Sokli, as an important component of the operations of the combined company and intends to develop further and expand such phosphate business for the benefit of the combined company. Phosphoric acid and other finished products of Kemira GrowHow s operations at Siilinjärvi and Uusikaupunki will form important additions to Yara s phosphate-related capabilities and represent new capacity as compared to the current operations of Yara, and the combined strengths of Kemira GrowHow s phosphate and Yara s nitrogen sourcing capabilities will provide Kemira GrowHow s operations in Uusikaupunki with a strong platform to serve the Baltic Rim markets. Kemira GrowHow s phosphate mining and primary upgrading operations in Finland will provide new competencies to the combined company A - 1

24 complementary to Yara s existing operations, and Yara foresees that these operations will continue in the role of key competence centers in these fields as part of the combined company. (G) (H) (I) (J) (K) (L) The combination of Kemira GrowHow s and Yara s competence in plant nutrition will be a benefit to the Finnish agricultural sector, and access to Yara s global sales and marketing network is expected to be an asset to the combined company s industrial operations in Finland and, in particular, the future development and enhancement of the phosphate business of Kemira GrowHow is expected to benefit from the financial strength of the combined company bringing benefits to Kemira GrowHow s existing business and to its employees. The future prospects for Kemira GrowHow s current personnel will be well served by being part of the combined company and contributing to the future strength of the combined company and, in particular due to the insignificant overlap in the operations of Kemira GrowHow and Yara in Finland, few employees of Kemira GrowHow in Finland are expected to be affected by the combination of Yara and Kemira GrowHow and, in general, employment in connection with Kemira GrowHow s current plant operations is not expected to be materially impacted by the combination. The Boards of Directors of each of Yara and Kemira GrowHow have determined that it is in the best interest of their respective companies and shareholders to combine the businesses of their respective companies in a combination to be effected subject to the conditions of this Agreement (the Combination ). Yara has conducted and satisfied itself of the findings of a confirmatory due diligence review of the affairs of Kemira GrowHow and its subsidiaries. The Boards of Directors of each of Yara and Kemira GrowHow have each approved this Agreement. Simultaneously with the execution of this Agreement, Yara and the Republic of Finland (the Finnish State ) have entered into a purchase agreement dated the date hereof (the Purchase Agreement ) pursuant to which Yara has purchased, by a block trade, from the Finnish State the shares in Kemira GrowHow held by the Finnish State representing on the date hereof percent of the issued and outstanding shares and votes in Kemira GrowHow and each of Yara and the Finnish State have given their respective brokers irrevocable instructions concerning the execution of such block trade. In connection with the negotiations concerning the sale of the shares in Kemira GrowHow held by the Finnish State, Yara has expressed to the Finnish State the following intentions and the Finnish State has resolved to sell its shares in Kemira GrowHow in reliance on such intentions: (1) Yara is committed to the development of Kemira GrowHow s phosphate business and Yara s strategic plans are based on the efficient utilisation of the production capacity at the Siilinjärvi mine and the Siilinjärvi plant; (2) Yara is extremely interested in opening the Sokli mine and the commercial utilisation of the phosphate raw material extracted from the mine, and the Sokli A - 2

25 mine will be opened if a commercially sustainable means of implementation will be found; (3) Kemira GrowHow s other Finnish production plants complement extremely well Yara s business strategy and Yara s target is an efficient utilisation of these production plants with (i) the Uusikapunki plant being planned to be made one of the hubs for products marketed to the Baltic rim area; and (ii) Yara expecting to need the entire production capacity of the Kokkola plant and intending to leverage the important logistical position of the Kokkola plant in the business operations of the combined company both in Finland and outside of Finland; (4) the Finnish operations of Kemira GrowHow as a whole bring new production capacity and future potential for Yara with Yara s objective being to increase production and create additional jobs in Finland and to treat Kemira GrowHow s phosphate business and its mines as special development and growth areas for the combined company; and (5) the Harjavalta special fertilizer plant will continue to be important also for the future operations of the combined company. (M) (N) In order to consummate the Combination, Yara (i) has acquired the shares held by the Finnish State in Kemira GrowHow as described in (L) above; (ii) will commence a mandatory tender offer for the remaining issued and outstanding shares in Kemira GrowHow (the Tender Offer ) to the shareholders of Kemira GrowHow as provided further in this Agreement and otherwise in accordance with the Finnish Securities Market Act (495/1989, as amended, the Securities Market Act ); and (iii) subject to the satisfaction of the requirements of the Finnish Companies Act (624/2006, as amended, the Companies Act ), intends to commence a compulsory redemption proceedings as provided further in this Agreement and otherwise in accordance with the Companies Act (the Compulsory Redemption ) for all of the shares in Kemira GrowHow not purchased from the Finnish State or pursuant to the Tender Offer. As a result of the consummation of the Combination, Kemira GrowHow would become a wholly-owned subsidiary of Yara. Yara will fund the consideration payable in connection with the Tender Offer from its existing cash balances and credit lines and has confirmed to Kemira GrowHow that the required funding is available as of the date hereof and, accordingly, the Tender Offer will not be subject to any financing condition. IT IS AGREED as follows: 1 COMBINATION 1.1 Tender Offer Yara agrees to launch the Tender Offer to the shareholders of Kemira GrowHow without undue delay after the execution of this Agreement and otherwise in accordance with the Securities Market Act Pursuant to the Tender Offer, Yara shall, subject to the fulfilment of the conditions to completion of the Tender Offer as set out in Appendix 1, offer to acquire against a cash consideration of EUR per share (corresponding to A - 3

26 the cash consideration paid to the Finnish State for its shares in Kemira GrowHow), together with interest accruing at an annual rate of 5.00 percent from the date on which an account operator or a custodian has received the acceptance of the Tender Offer by a shareholder of Kemira GrowHow until and including the payment date of the offer price pursuant to the Tender Offer to such shareholder, all of the issued and outstanding shares in Kemira GrowHow, excluding shares in Kemira GrowHow already held by Yara and any treasury shares held by Kemira GrowHow or any of its subsidiaries In the Purchase Agreement, Yara has agreed that, in the event that Yara will (i) increase the cash consideration of EUR per share payable to the shareholders of Kemira GrowHow accepting the Tender Offer pursuant to the terms of the Tender Offer, and/or (ii) pursuant to Chapter 6, Section 13 of the Securities Market Act, within nine months of the completion of the Tender Offer pay any additional compensation to the shareholders of Kemira GrowHow who have tendered their shares in the Tender Offer, Yara shall increase the consideration for the shares in Kemira GrowHow sold by the State of Finland accordingly and pay such additional consideration to the Finnish State as provided in more detail in the Purchase Agreement In the Purchase Agreement, Yara has agreed that, in the event that (i) the conditions of the Tender Offer will not be fulfilled and the Tender Offer will not be completed or (ii) a material divestment concerning the current operations of Kemira GrowHow in Finland will be requested by the applicable antitrust or competition authority as a condition for the approval of the Combination, Yara shall offer 17,188,480 shares in Kemira GrowHow to the Finnish State for repurchase for a cash consideration of EUR per share and the Finnish State shall have the right but no obligation to repurchase such shares for such cash consideration as provided in more detail in the Purchase Agreement On the date hereof, Kemira GrowHow and its subsidiaries hold a total of 1,783,380 treasury shares in Kemira GrowHow. During the term of this Agreement, Kemira GrowHow undertakes not to tender such treasury shares in the Tender Offer or transfer, and shall cause that none of its subsidiaries will transfer, any of such treasury shares without the prior written consent of Yara. 1.2 Recommendation by the Board of Directors of Kemira GrowHow The Parties acknowledge that, in accordance with Chapter 6, Clause 6 of the Securities Market Act, the Board of Directors of Kemira GrowHow shall issue a public statement on the Tender Offer from the perspective of Kemira GrowHow as the target company of the Tender Offer as well as the shareholders in Kemira GrowHow. In its public statement, the Board of Directors of Kemira GrowHow shall unanimously and unconditionally recommend to the shareholders of Kemira GrowHow that they accept the Tender Offer for their shares in accordance with the terms and conditions of the Tender Offer. In addition, the statement of the Board of Directors shall cover the strategic plans of Yara presented in the Offer Document and their likely effects on the operations and employment of the Kemira GrowHow as provided under said clause of the Securities Market Act. The Board of Directors of Kemira GrowHow may, at any time prior to the completion of the Tender Offer, amend or cancel its recommendation or include conditions to its recommendation or, prior to the completion of the Tender Offer, take actions contradictory to its earlier recommendation, if (i) the A - 4

27 1.3 Compulsory Redemption 1.4 Delisting 2 REPRESENTATIONS AND WARRANTIES 3 COVENANTS AND UNDERTAKINGS 3.1 Competition Law Filings Board of Directors of Kemira GrowHow considers that, due to changed circumstances, the acceptance of the Tender Offer would no longer be in the interest of Kemira GrowHow and/or its shareholders; (ii) the Board of Directors of Kemira GrowHow has received an opinion from an independent reputable advisor, according to which the amendment, cancellation or conditioning of the recommendation, or acting contradictory to the recommendation, is in the best interest of Kemira GrowHow and/or its shareholders; (iii) the Board of Directors of Kemira GrowHow has provided the Board of Directors of Yara with a reasonable opportunity to negotiate with the Board of Directors of Kemira GrowHow on the actions discussed in this paragraph; and (iv) if an action allowed by this paragraph is connected to an offer that competes with the Tender Offer, which the Board of Directors of Kemira GrowHow considers superior to the Tender Offer, the Board of Directors of Kemira GrowHow has given Yara a reasonable opportunity to agree with the Kemira GrowHow s Board of Directors on improving its Tender Offer provided pursuant to this Agreement. If, as a result of completion of the Tender Offer, Yara s ownership has exceeded ninety percent (90 %) of all issued shares and votes in Kemira GrowHow, Yara agrees to commence at the earliest practical time the Compulsory Redemption in accordance with the Companies Act. Upon the completion of the Combination, Yara intends to discontinue the public trading of Kemira GrowHow s shares at the Helsinki Stock Exchange at the earliest practical time permitted under applicable laws and regulations. Prior to the date hereof, Yara has conducted and completed a confirmatory financial, legal and tax due diligence review regarding the affairs of Kemira GrowHow and its subsidiaries. Having regard to such review, the Parties hereby represent and warrant to each other that the representations and warranties made and given in Appendix 2 (the Warranties ) hereto are true and correct as at the date hereof. The Parties mutually agree that the Warranties shall terminate upon completion of the Tender Offer. Yara shall, promptly after the date hereof, make all submissions, notifications and filings necessary to obtain all consents, approvals or actions by any antitrust or competition authorities under any applicable antitrust or competition laws in any jurisdiction. If any such consent, approval or action required for the completion of the Tender Offer can be obtained upon the giving of certain undertaking to the relevant antitrust or competition authority or by the taking of certain action as condition(s) for such consent, approval or action, Yara shall give (and procure that the relevant member of its group gives) any such undertaking(s) in the form required by or take any such action in the manner required by the relevant condition(s) by the antitrust or competition authority. These undertakings or actions shall include, but not be A - 5

28 limited to, the divestiture of any assets of Yara and/or Kemira GrowHow and/or the holding separate of any such assets pending divestiture, and shall be offered to such antitrust or competition authority and agreed with such antitrust or competition authority promptly. Yara shall communicate with any such antitrust or competition authority in respect of the transaction contemplated herein only after having consulted with Kemira GrowHow or its advisers in advance (and having taken into consideration any reasonable comments and requests of Kemira GrowHow and its advisers) and provide Kemira GrowHow (or its advisors) with copies of all such submissions, notifications, filings and other communications in the form submitted or sent (save to the extent that such submissions contain confidential information relating to Yara or its group companies, which shall be provided on a counsel to counsel basis only). Also, where permitted by the antitrust or competition authority concerned, Yara shall allow persons nominated by Kemira GrowHow to attend all meetings (and participate in all material telephone or other conversations) with any antitrust or competition authority and to make oral submissions at such meetings (or telephone or other conversations). Furthermore, Yara shall promptly notify Kemira GrowHow (and provide copies or, in the case of non-written material communications, all material details) of any communications from any such antitrust or competition authority relating to any such consent, approval or action. Moreover, upon request by Kemira GrowHow, Yara shall review with Kemira GrowHow the progress of any notifications and filings to any antitrust or competition authority with a view to obtaining clearance from any antitrust or competition authority at the earliest reasonable opportunity. 3.2 Conduct of Business Pending the completion of the Tender Offer Kemira GrowHow undertakes to, and shall cause its subsidiaries to, conduct their business in the ordinary course of business and consistent with past practice between the date hereof and the completion of the Tender Offer, and refrain from making or implementing (i) any material change in their accounting principles or practices; (ii) any resolution on the issuance of any shares or stock options or other securities entitling to shares or any other amendments to the share capital, or any decision to assign any shares, options or other securities entitling to shares of Kemira GrowHow; (iii) any resolution regarding the distribution, setting aside or payment of dividends or other resolutions or decisions regarding redemption or acquisition of securities; (iv) any resolution or decision regarding entering into an agreement, transaction or arrangement in respect of any material acquisition or disposition of material property or taking a material additional loan other than in the ordinary course of business; (v) any resolution or decision for premature repayment of any material loan; (vi) any resolution or decision which could materially increase the compensation or other benefits of Kemira GrowHow or its subsidiaries, relating to bonus, insurance, severance, pension, profit sharing and stock option schemes (also including issuing, granting, or assignment of stock options, stock appreciation rights, performance awards or restricted stock awards) or other material decisions on employee benefit plans or other resolutions regarding current or future compensation to the management of the company which is not consistent with past practice. This Section 3.2 does not limit the right to make decisions required to be made under applicable law or regulation, or internal group arrangements of Kemira GrowHow that do not have a negative impact on the business or financial position of Kemira GrowHow and its subsidiaries, taken as a whole. A - 6

29 3.3 Cooperation Each Party undertakes to use its best efforts to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary or advisable to consummate in the most expeditious manner practicable, the Tender Offer and the other transactions contemplated by this Agreement, including: (a) (b) (c) the obtaining of all necessary waivers, consents and approvals from governmental or supranational entities or authorities and stock exchanges and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any such entity, authority or stock exchange; the obtaining of all necessary consents, approvals or waivers from third parties; and the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement The Parties shall reasonably cooperate and consult with each other in connection with the making of all such filings, including providing copies of all pertaining documents to the non-filing Party and its respective advisors prior to filing, and neither Party will file any such document without providing the other Party with an opportunity to review and comment on such filing. 3.4 Management and Integration Issues Upon the completion of the Combination, Yara, as the parent company of the combined group, will continue its operations under the name Yara International ASA. The Board of Directors of Yara will organise the administration of the combined group Subject to agreement by and between Yara and the relevant individuals, the CEO, CFO and other members of the senior management of Kemira GrowHow who will reach retirement age prior to 2010, will continue their respective service relationship with the combined company in a combination of active assistance in the transition followed by engagement in a consultant capacity at the present compensation (salary, bonus, benefits, etc.) level until eligible for pension at the age of As regards other members of the management of Kemira GrowHow, Yara will promptly review the needs of the combined company and make a resolution on their status on the basis of continued employment or a fair and equitable severance arrangement. In any event, as noted above in Recital H, due to the lack of significant overlap in both geographic coverage and certain business lines, Yara considers it unlikely that there will be any major manning changes in Finland or in the production facilities of Kemira GrowHow For the avoidance of doubt, all shares issued pursuant to the incentive compensation schemes of Kemira GrowHow will be subject to the Tender Offer. The rights for the shares scheduled to be issued during 2008 under the 2005 incentive compensation scheme of Kemira GrowHow will be A - 7

30 compensated for in cash to the participants of the incentive compensation scheme. In addition, the rights of the participants of the incentive compensation schemes of Kemira GrowHow will be settled in cash in accordance with the terms and conditions of such incentive compensation schemes. For the avoidance of doubt the Parties acknowledge that the obligation to settle the incentive compensation schemes in cash applies to incentive compensation payable under the schemes in respect of the year in which the Combination is completed (and the prior year if the Combination is not completed in 2007). Thereafter, the incentive compensation shall be determined in accordance with any replacement plan The Parties will, as a part of the completion of the Combination, set up an integration committee to prepare, subject in particular to the requirements of the applicable antitrust or competition laws, the effective implementation of the Combination. 3.5 Notice of Certain Events Each Party shall promptly give notice to the other Party of any event, fact, matter or occurrence which: (a) (b) will cause any of the Warranties to be untrue or inaccurate; or will, or is reasonably likely to, delay or impede its ability to consummate the transactions contemplated by this Agreement or to fulfil its obligations hereunder. 3.6 No Solicitation of Competing Transactions 3.7 Preparation of the Offer Document Kemira GrowHow undertakes not to directly or indirectly solicit any inquiry or facilitate or solicit any offer or proposal (including any offer or proposal to its shareholders, if applicable) that constitutes, or may reasonably be expected to result in, any competing transaction or otherwise adversely affect the consummation of the transactions contemplated by this Agreement, or have any discussions or negotiations with any third party in furtherance of such inquiries or efforts to obtain a competing transaction. In the event that Kemira GrowHow receives unsolicited offers or proposals to initiate negotiations for competing transactions, it shall, without undue delay, give notice of such unsolicited offer or proposal to Yara. Promptly after the date hereof, Yara shall prepare the tender offer document required for the launching of the Tender Offer (the Offer Document ) in accordance with the Securities Market Act. Kemira GrowHow undertakes, at the request of Yara, to use its reasonable efforts to furnish Yara in the most expeditious manner practicable with any and all information concerning it, as is or may be required under the Securities Market Act and the related regulations in connection with the preparation of the Offer Document and launching the Tender Offer. Before filing the Offer Document with the Finnish Financial Supervision Authority (the FFSA ) and also during the FFSA review period, Yara will provide Kemira GrowHow with an opportunity to review and comment on the Offer Document and also promptly deliver to Kemira GrowHow copies of all comments of the FFSA on the Offer Document. For the A - 8

31 avoidance of doubt, Yara will be solely responsible for the Offer Document in accordance with the Securities Market Act. 3.8 Publicity 4 TERM AND TERMINATION 4.1 Termination The Parties shall consult with each other before issuing any press release, stock exchange release or otherwise making any public statement with respect to this Agreement or any of the transactions contemplated hereby, and no Party shall issue any such press release or make any such public statement without the prior written approval of the other Party, provided, however, that nothing in this Section 3.8 shall prohibit any Party from issuing such press release or making such announcement as required by law, governmental decree, applicable stock exchange rule, any other applicable regulation or any official action to which such Party is subject to. This Agreement may be terminated at any time prior to the completion of the Tender Offer only as follows: (a) (b) (c) (d) By the mutual written consent of the Parties duly authorised by their respective Boards of Directors; By either Party, if any order preventing the consummation of the Tender Offer shall have been issued by any court of competent jurisdiction and shall have become final and non-appealable; By either Party, upon a material breach of any warranties, covenants or undertakings by the other Party as set forth in this Agreement; or By either Party, if the Tender Offer has not been completed by Yara on or before 30 June 2008 due to the failure by Yara to obtain consents, approvals or actions from applicable antitrust or competition authorities required for the completion of the Tender Offer. 4.2 Effect of Termination In the event of any termination of this Agreement pursuant to Section 4.1 above, this Agreement shall forthwith become null and void and there shall be no liability hereunder for any Party and all the rights and obligations of each Party shall cease, save for Section 3.8 (Publicity), Section 5 (Governing law and Dispute Resolution), Section 6.4 (Costs and Expenses) and Section 6.6 (Notices), provided, however, that nothing herein shall relieve any Party from liability for any breach of any warranties, covenants or undertakings included in this Agreement. For the avoidance of doubt, the termination of this Agreement shall not relieve either of the Parties of its obligations under the applicable laws and regulations and the rules and requirements of applicable stock exchanges. A - 9

32 5 GOVERNING LAW AND DISPUTE RESOLUTION 5.1 Governing Law 5.2 Dispute Resolution This Agreement shall be governed by and construed in accordance with the laws of Finland, without regard to any principles of conflicts of laws Any claim, controversy or dispute arising out of or relating to this Agreement, or the breach, invalidity or termination hereof, shall be finally settled by arbitration in accordance with the rules of the Arbitration Institute of the Central Chamber of Commerce of Finland (the Arbitration Institute ) The arbitral tribunal shall consist of three members, one member to be appointed by Yara, one member to be appointed by Kemira GrowHow and one member, serving as the chairman, to be jointly appointed by the two members so appointed. In the absence of such joint appointment and where the Parties are unable to agree on a method for the constitution of the arbitral tribunal, the Arbitration Institute shall appoint each member of the arbitral tribunal and shall designate one of them to serve as the chairman The arbitration shall be held in Helsinki, Finland, and the arbitration proceedings shall be conducted in the English language, but evidence may be submitted also in the Finnish language and witnesses heard in any of the said languages. 6 OTHER PROVISIONS 6.1 Transfer Tax 6.2 Amendments 6.3 Assignment Yara will pay all transfer taxes, if any, that may be levied upon the transfer of shares in Kemira GrowHow as contemplated by this Agreement. Any amendments to this Agreement shall be in writing and shall have no effect unless and until executed by the duly authorised representatives of the Parties. This Agreement and the rights and obligations hereunder shall be binding upon and inure to the benefit of the Parties and their respective legal successors, and shall not be assignable by any Party, whether in whole or in part, without the prior written consent of the other Parties, provided, however, that Yara may assign its rights and obligations under this Agreement to one or more of its directly or indirectly wholly-owned subsidiaries and shall promptly provide to Kemira GrowHow the name(s) of its assignee(s), provided, further, that if Yara assigns its rights and obligations under this Agreement to any such subsidiary, such subsidiary shall be deemed to be included in the definition of Yara for the purposes of this Agreement and, provided, finally that if any of Yara s rights and obligations under this Agreement are assigned to such subsidiary, Yara shall not be relieved of any of its obligations under this Agreement. A - 10

33 6.4 Costs and Expenses Each Party shall bear its own costs and expenses (including fees of accountants, financial and other advisors as well as legal counsel) incurred in connection with this Agreement and the transactions contemplated hereby, provided, however, that, in the event the Agreement is terminated by Kemira GrowHow pursuant to Section 4.1 (c) or Section 4.1 (d) above, Yara shall be liable for the costs and expenses (including fees of accountants, financial and other advisors as well as legal counsel) incurred by Kemira GrowHow. 6.5 Entire Agreement This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes all prior agreements, negotiations and understandings between the Parties with respect thereto. 6.6 Notices All notices, requests, claims, demands and other communication hereunder shall be in writing in the English language and shall be given (and shall be deemed to have been given upon receipt) by delivery in person or by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties, in each case to the attention of their respective general counsels at the addresses set forth in the preamble of this Agreement (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 6.6.). 6.7 Provisions Severable In the event that any provision of this Agreement is determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other provision hereof. However, the Parties shall attempt, through negotiations in good faith, to replace any provision of this Agreement so determined to be invalid or unenforceable. The failure of the Parties to reach an agreement on such replacement shall not affect the validity or enforceability of the remaining provisions of this Agreement. [SIGNATURE PAGE SHALL FOLLOW] A - 11

34 IN WITNESS WHEREOF, the duly authorised representatives of the Parties have caused this Agreement to be executed on the date first above written in two (2) identical counterparts, one (1) for Yara and one (1) for Kemira GrowHow. YARA INTERNATIONAL ASA Name: Sven Ombudstvedt Title: Chief Financial Officer Name: Kendrick T. Wallace Title: Chief Legal Counsel KEMIRA GROWHOW OYJ Name: Ossi Virolainen Title: Chairman of the Board of Directors A - 12

35 APPENDIX 1 CONDITIONS TO COMPLETION OF THE TENDER OFFER (i) All necessary consents, approvals and actions from applicable antitrust or competition authorities for the completion of the Tender Offer have been obtained; and (ii) No final and non-appealable order preventing the completion of the Tender Offer shall have been issued by any court of competent jurisdiction. A - 13

36 APPENDIX 2 REPRESENTATIONS AND WARRANTIES As of the date of this Agreement, each of Yara and Kemira GrowHow represents and warrants to the other party with respect to itself and its subsidiaries the following: A. Organization and Qualification. Subsidiaries. Each Party and each of its subsidiaries has been validly incorporated and is existing in accordance with the laws of the jurisdiction of its incorporation and has the requisite power and authority and all necessary governmental approvals to own, use and operate its properties and to carry on its business as it is now being conducted. B. Authority Relative to This Agreement. Each Party has all necessary corporate power and authority to execute this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herein to be consummated by it. The execution of this Agreement and the consummation by it of such obligations and transactions have been duly and validly authorised by all necessary corporate action and no other corporate proceedings on its part are necessary, unless otherwise provided for in this Agreement. This Agreement has been duly authorised and validly executed and delivered and constitutes a legal, valid and binding obligation of each Party enforceable against it in accordance with its terms. As of the date of this Agreement, Kemira GrowHow represents and warrants to Yara with respect to itself and its subsidiaries the following: C. Accounts, Disclosure (a) The audited consolidated financial statements of Kemira GrowHow, as of and for the year ended 31 December 2006, and the unaudited consolidated financial statements as of and for the three months ended 31 March 2007 (together, the "Financial Statements"), have been prepared in accordance with the international financial reporting standards (IFRS), as adopted in the European Union, applied on a consistent basis, unless otherwise stated in the Financial Statements. The Financial Statements give a true and fair view of the result of operations and the financial condition of Kemira GrowHow and its consolidated subsidiaries as of the dates and for the periods stated in the Financial Statements. (b) Kemira GrowHow has in all material respects submitted to the Helsinki Stock Exchange all information and documents required to be so submitted by and pursuant to applicable Finnish laws and regulations and the rules and requirements of the Helsinki Stock Exchange, and all of such submissions, as of their respective submission dates, complied in all material respects with all applicable requirements of such laws, regulations, rules and requirements. The A - 14

37 information contained in the Annual Report of Kemira GrowHow for the year ended 31 December 2006, including the consolidated financial statements of Kemira GrowHow as of and for the year ended 31 December 2006, as supplemented by any subsequently published information, including any interim reports, stock exchange releases and press releases, taken as a whole, contains all information concerning Kemira GrowHow and its operations that are required to be made public pursuant to the Securities Market Act or any regulations or stock exchange rules issued thereunder. A - 15

38 Kemira GrowHow Oyj Stock Exchange Release at 9.00 Interim Report 1 January - 31 March Thanks to higher sales volumes and less expensive natural gas the first quarter result improved considerably compared with the corresponding period in the previous year. - Net sales increased by 28 percent and were EUR (272.9) million. - The first quarter EBIT was EUR 21.4 (-19.1) million. - EBIT excluding the effect of unrealized gas derivatives and non-recurring items was EUR 20.8 (-20.4) million. - Earnings per share were EUR 0.27 (-0.40). Key figures Q1/2007 Q1/2006 Net sales, EUR million EBIT, EUR million EBIT excluding unrealized gas derivatives and non-recurring items, EUR million Result before taxes, EUR million Net result attributable to equity holders of the parent company, EUR million Earnings per share, EUR Equity ratio, % Gearing, % Kemira GrowHow Group in January - March Kemira GrowHow's first quarter was clearly better than in the previous year. Net sales increased by 28 percent, or EUR 76.6 million, to EUR (272.9) million in Consolidated operating result during the first quarter of 2007 was EUR 21.4 (-19.1) million. EBIT as a percentage of net sales improved during the first quarter from -7.0 percent in 2006 to 6.1 percent in EBIT as a percentage of net sales, the effect of unrealized gas derivatives and non-recurring items excluded, was 5.9 (-7.5) percent. Net sales, Q1 Q2 Q3 Q4 Q1-Q4 EUR million ,166.2 B - 1 1

39 EBIT, Q1 Q2 Q3 Q4 Q1-Q4 EUR million A table of net non-recurring items is presented in the interim financial statements part of this interim report (page 25). Kemira GrowHow's net financial expenses, excluding the share of the result of joint ventures and associated companies, were EUR -2.8 (-2.2) million during the first quarter of Net losses on foreign exchange were EUR -0.2 (-0.1) million during the first quarter. Kemira GrowHow's share of the results of joint ventures and associated companies was EUR 1.1 (0.1) million. Income taxes for the review period were EUR -3.5 (-0.8) million. Income tax expense for the interim period is calculated separately for each country in which the Group operates and it is based on an estimated average annual effective tax rate in each country. In accordance with prudence principle, deferred tax assets have not been recorded from the results of loss-making units. The result attributable to equity holders of the parent company for the January - March period of 2007 was EUR 15.2 (-22.3) million. Earnings per share in January - March were EUR 0.27 (-0.40). Kemira GrowHow Oyj has not issued options, warrants, convertible bonds or similar instruments which would dilute the earnings per share. The first quarter of the strategic business units Crop Cultivation Net sales of the Crop Cultivation business unit increased during the first quarter by 32 percent compared with the corresponding period in 2006 and were EUR (208.9) million. The first quarter operating result was EUR 16.3 (-18.4) million. EBIT excluding the effect of unrealized gas derivatives and non-recurring items was EUR 16.0 (-19.8) million. The first quarter operating result of 2007 was improved especially by less expensive natural gas and thanks to that, higher utilization rate of ammonia plants, as well as by higher fertilizer sales volumes. EBIT as percentage of net sales, gas derivatives and non-recurring items excluded, increased from -9.5 percent in the first quarter of 2006 to 5.8 percent in One of the three nitric acid factories of Kemira GrowHow's plant in Tertre, Belgium, suffered a fire in early February. There were no human injuries or environmental damages. According to the latest estimates, the production shut-down in the nitric acid plant will last approximately 20 weeks. During the production shut-down the fertilizer production at Tertre is reduced by approximately 25 percent. The shut-down does not influence industrial customers and special arrangements are being used in order to minimize any B - 2 2

40 delivery disturbances of fertilizers. The nitric acid plant is insured for property damage and business interruptions. Impairment losses totalling to EUR 0.9 million were recorded due to the fire. EUR 0.7 million of the impairment losses were allocated to Crop Cultivation business unit. Recognized insurance compensations during the first quarter were EUR 2.4 million, of which EUR 1.9 million were allocated to Crop Cultivation business unit. Net sales, Q1 Q2 Q3 Q4 Q1-Q4 EUR million EBIT, Q1 Q2 Q3 Q4 Q1-Q4 EUR million The fertilizer business in Europe is highly seasonal in nature. Typically the sales and profitability of European fertilizer producers are stronger during the first and the second quarters of the year compared with the third and the fourth quarters of the year, since spring is the main application season for fertilizers in Europe. The year 2006 was, however, exceptional, because high natural gas prices substantially weakened the first half-year results and producers were not able to pass on the gas price increases fully to fertilizer prices. As the gas markets normalized during the latter half of 2006, it seems that the seasonality of the European fertilizer business is returning to the typical pattern. Sales volumes in thousands of metric tons Q1/2007 Q1/2006 Q1-Q4/2006 1, ,814 The first quarter sales volumes were up by approximately 28 percent compared with the corresponding period in the previous year. The sales volumes increased in majority of the market areas, but especially in the British Isles and Continental Europe. The sales volumes in Finland remained at the same level as in the previous year. The first quarter sales prices of nitrogen fertilizers were approximately 3 percent higher in Continental Europe and approximately 10 percent lower in the UK than last year. Sales prices of NPK fertilizers were approximately 3 percent higher in Continental Europe and approximately 6 percent lower in the UK than last year. The total effect of higher sales prices on operating profit was, however, positive. The price of natural gas was on average about 50 percent less expensive than in the corresponding period in the previous year. Thanks to less expensive natural gas and B - 3 3

41 higher price of ammonia, ammonia plants were, unlike last year, in full production through the whole winter, and there were no additional costs due to shut-downs and restarts of ammonia plants. There was also no need to purchase as much ammonia as last year. Lower natural gas prices, stable operation of the ammonia plants and lower ammonia purchases together with higher sales volumes contributed the most to operating profit improvement. Industrial Solutions The first quarter net sales of the Industrial Solutions business unit increased by 7 percent in 2007 and were EUR 80.9 (75.8) million. The first quarter operating profit was EUR 7.2 (0.9) million. EBIT excluding the effect of unrealized gas derivatives and non-recurring items was EUR 6.9 (1.0) million. EBIT as a percentage of net sales, gas derivatives and non-recurring items excluded, increased from approximately 1 percent in the first quarter of 2006 to 8.5 percent in the first quarter of During the first quarter EUR 0.2 million of impairment losses due to the fire at Tertre plant were allocated to Industrial Solutions business unit. Allocated insurance compensations were EUR 0.5 million. Net sales, Q1 Q2 Q3 Q4 Q1-Q4 EUR million EBIT, Q1 Q2 Q3 Q4 Q1-Q4 EUR million During the first quarter, feed phosphate volumes in Europe were above the previous year s level and prices increased on average by 5 percent. The major contributors to improvement of operating profit were higher phosphoric acid and feed phosphates prices, less expensive natural gas and higher utilization rate of ammonia plants. Financing At 31 March 2007, the Group s net interest-bearing liabilities amounted to EUR million, compared with EUR million at 31 March 2006 and EUR at 31 December The proportion which fixed-interest loans represented within the total amount of the Group s interest-bearing loans was about 32 percent at the end of the review period. Pension loans are considered to be floating rate loans. At the end of the B - 4 4

42 review period 31 March 2007 liquid funds amounted to EUR 29.6 million (EUR 20.5 million at 31 March 2006 and EUR 20.0 million at 31 December 2006). The Group s equity ratio was 37.9 percent at the end of the review period 31 March 2007 (36.5 percent at 31 March 2006 and 37.2 percent at 31 December 2006). The gearing ratio was 58.0 percent (63.8 percent at 31 March 2006 and 59.5 percent at 31 December 2006). Kemira GrowHow s main liquidity reserve is a syndicated revolving credit facility that is used for general corporate purposes. The EUR 150 million credit facility is in place until the year The utilization of the revolving credit facility as of 31 March 2007 was EUR 80 million. Kemira GrowHow also has a EUR 300 million domestic commercial paper program, a long-term bilateral bank loan and pension loans. Other funding sources are financial leasing arrangements and credit facilities with local house banks. Cash flow during January - March 2007 was clearly better than in the previous year as cash flow from operations was EUR 0.4 (-52.1) million and EUR -4.9 (-66.7) million after investing activities. The main reason for the increase in cash flow compared with the previous year was better operating result. Due to seasonality, net working capital increased from year end by EUR 25.6 million. Capital expenditure Gross capital expenditure was EUR 6.1 (25.4) million during the first quarter of Carbon dioxide emission right allowances, EUR 0.5 (9.4) million, are included in gross capital expenditure. Emission rights have been recorded at fair value when received. There were no major investments made during the first quarter of Depreciation and amortization during the first quarter were EUR 11.2 (10.8) million. Proceeds from sales of fixed assets were EUR 4.2 (6.8) million. Net gains from sales of assets were EUR 2.1 (2.1) million. Cash flow from investing activities in January - March was EUR -5.3 (-14.7) million. In 2007, capital expenditure excluding possible acquisitions is estimated to be approximately EUR 50 million, including maintenance investments of approximately EUR 30 million. The most significant capital expenditure in 2007 are investments in energy efficiency improvement and scheduled maintenance of the ammonia plant at Tertre, Belgium and investments in sulphur burning unit and automatization of fertilizer plant at Siilinjärvi, Finland. Personnel As at 31 March 2007, Kemira GrowHow had 2,487 (2,615) employees. The average number of personnel was 2,488 (2,649). The number of personnel in Finland was 1,055 (1,072) at the end of March and 1,049 (1,078) on average. Shares and share capital At the end of the review period, 31 March 2007, the share capital of Kemira GrowHow Oyj amounted to EUR 155,973,000 consisting of 57,208,857 shares (before the deduction of B - 5 5

43 treasury shares). Each share, with the exception of the treasury shares, entitles its holder to one vote at the General Meetings of Shareholders of Kemira GrowHow Oyj. The share has no nominal value. The Board of Directors of Kemira GrowHow Oyj used the authorizations issued by the Annual General Meeting of 2006 to dispose of the Company's own shares. Based on the Board of Directors' decision, Kemira GrowHow Oyj transferred on 15 March ,320 shares to persons involved in the 2004 share-based incentive plan. At 31 March 2007, Kemira GrowHow Oyj held 1,783,380 own shares, representing in total 3.12 percent of the number of issued shares. At the end of the review period, the quoted price of Kemira GrowHow Oyj shares stood at EUR The highest quoted price in January - March 2007 was EUR and the lowest was EUR The volume weighted average quoted price in January - March 2007 was EUR The share capital had a market value of EUR 559 million at the end of March The volume of shares traded during the January - March period was equivalent to 58 percent of the average number of shares outstanding. Equity attributable to equity holders of the parent company was EUR 5.87 (5.61) per share at 31 March The number of shares used in calculating this key ratio has been reduced by the number of treasury shares. As of 31 March 2007, Kemira GrowHow s ownership structure was the following: The Government of Finland 30.0% International institutions and nominee registered shareholders 40.8% Finnish institutions 16.0% Finnish households 10.1% Kemira GrowHow Oyj 3.1% The Board of Directors of Kemira GrowHow Oyj has no authorization to issue convertible bonds or warrants or options. The Annual General Meeting held on 3 April 2007 authorized the Board of Directors to dispose of the Company's own shares through a share issue and to issue new shares through a subscribed issue. These authorizations have not been used. Annual general meeting The Annual General Meeting of Kemira GrowHow Oyj held at 3 April 2007, approved the financial statements and consolidated financial statements for the financial year of 1 January - 31 December, 2006 and granted discharge from liability to the members of the Board of Directors as well as the managing director and the deputy managing director. The Annual General Meeting decided to distribute as dividend for the financial year of 2006 EUR 0.15 per share, as proposed by the Board of Directors. No dividend was paid to treasury shares held by Kemira GrowHow Oyj, so the paid dividend amounted to EUR 8.3 B - 6 6

44 million. The dividend record date was 10 April 2007 and the dividend was paid on 17 April The Annual General Meeting re-elected Ossi Virolainen, Lauri Ratia, Arto Honkaniemi, Satu Raiski, Helena Terho and Esa Tirkkonen as members of the Board of Directors and Maija Torkko as a new member. The Annual General Meeting re-elected Ossi Virolainen as the Chairman and Lauri Ratia as the Vice Chairman of the Board of Directors. KPMG Oy Ab was re-elected as auditor, with Petri Kettunen, APA, as responsible auditor, and Pekka Pajamo, APA, as deputy auditor. The Annual General Meeting decided to authorize the Board of Directors to dispose of a maximum number of 1,860,700 Company's own shares through a share issue. The authorization is effective until 31 May The Annual General Meeting decided to authorize the Board of Directors to issue a maximum of 6,000,000 new shares through one or more subscribed issues. In accordance with the authorization, the Board of Directors may deviate from the shareholders preemptive rights to subscribe for Company shares if there is a persuasive economic reason for the company to do so. The authorization is effective until 31 May The Annual General Meeting decided to establish a Nomination Committee to prepare proposals for the next Annual General Meeting on the composition and remuneration for the Board of Directors. Efficiency improvements During 2007 Kemira GrowHow aims to carry out efficiency improvement projects, which would improve result in total by more than EUR 10 million. These projects include projects to improve production efficiency, cutting down fixed costs, savings in logistics and development of business in Eastern Europe. The most significant on-going project is the project to increase efficiency of the ammonia plant in Tertre. The project is estimated to be finished in spring The planned joint venture in the UK with Terra Industries In October 2006 Kemira GrowHow Oyj and Terra Industries Inc. entered into a Memorandum of Understanding which sets out their agreement to create a joint venture to operate the fertilizer and associated process chemicals businesses of both companies in the United Kingdom. The joint venture would be held 50/50 by Kemira GrowHow and Terra and would own and operate the site of Kemira GrowHow UK Limited at Ince and the sites of Terra Nitrogen (UK) Limited on Teesside and Severnside. Both companies produce ammonium nitrate, which is the main nitrogen fertilizer consumed in the UK, and Kemira GrowHow produces also compound fertilizers. The proposed joint venture would therefore provide a complete fertilizer offering for agricultural customers. Through the proposed joint venture, Kemira GrowHow and Terra expect to create significant cost and operational synergies that would enhance their ability to service and compete in increasingly challenging markets. The Memorandum of Understanding is subject to clearance from the B - 7 7

45 UK competition authorities. The Office of Fair Trading in the UK (OFT) referred the planned joint venture between the Kemira GrowHow and Terra Industries to the Competition Commission (UK) in January The Competition Commission is expected to give a resolution in the summer of Events after the balance sheet date Kemira GrowHow announced in April that it expects to sell its Danish hydrochloric acid, sulphuric acid and canning businesses to Gropa A/S. Kemira GrowHow will, however, continue to provide its nitric acid and ammonia based products in Denmark. If the sale is effected Kemira GrowHow will support Gropa in the supply chain process to guarantee deliveries to the customers for an interim period. The sale has no material effect on Kemira GrowHow's net sales or operating profit. The expected sale is part of the restructuring of Kemira GrowHow s Danish operations and securing the long-term competitiveness of Kemira GrowHow. Kemira GrowHow remains fully committed to its customers in Denmark in its core business. Market overview During the second half of last year, fertilizer deliveries of European fertilizer producers fell by up to 10 percent compared with the previous season. This was due mainly to a shift of last autumn's fertilizer purchases to this spring. Globally fertilizer consumption is expected to grow by over 4 percent during the 2006/07 season. In a longer term, the average annual growth in global consumption is expected to remain at about 2 percent. The decline in consumption in Western Europe is compensated for by increasing consumption in Eastern Europe. Consumption of nitrogen, one of the main nutrients, is even projected to increase in the European Union. Global nitrogen fertilizer production capacity is estimated to have increased last year at a slower pace than anticipated. European fertilizer supply has decreased due to plant closures. The latest closure will take place in Sweden as Yara has announced that it will stop fertilizer production and switch to production of technical ammonium nitrate. As a result of the reform of the common agricultural policy of the European Union in 2005, farm subsidies were mostly decoupled from production. The full long-term impact of these reforms is still difficult to assess, but they may have been a partial cause for the decline in fertilizer demand in On the other hand, the expanding cultivation of energy crops is assumed to increase fertilizer use. The European Commission forecasts that in a longer term farm income in the EU will grow at an average annual rate of over 2 percent. Global cereal stocks continue to be the main driver of the fertilizer market. According to the FAO global cereal production in 2006 was almost 3 percent lower than in 2005, but it is expected to increase by over 4 percent this year thanks to the favourable crop outlook. In the European Union, cereal production dropped by almost 5 percent in 2006 compared with This year cereal production in the EU is estimated to increase by 4 percent. The European Union has maintained the mandatory set aside agricultural area at 10 percent for the 2006/07 season. Because the set aside obligation does not apply to energy crops, increasing energy crop cultivation might reduce the set aside area. B - 8 8

46 The recovery of world meat production, the surge in bioethanol production in the United States and the currently prevailing rather favourable global economic conditions are expected to result in continuous growth in global cereal demand. Cereal stocks are at a historically record low level and they are estimated to decrease during the 2006/07 season further by 14 percent, for coarse grains by 20 percent. Global market prices of commodity fertilizers such as urea and diammonium phosphate have strengthened substantially during this year, decreasing the pressure of fertilizer imports from outside of Europe. The prices of wheat and other cereals increased strongly during late High cereal prices improve the farmers' financial situation. Historically, improving cereal prices have increased fertilizer consumption. The gas infrastructure in Northwest Europe has developed significantly during the past 6-9 months. During the autumn and winter a number of new gas pipelines connecting the United Kingdom to the Dutch gas network and to a new gas field in the North Sea were completed. This has increased the supply of natural gas, which has decreased gas prices and price volatility. Combined with the activities of the European Union to open up the European gas markets, this is expected to improve effectiveness of the gas markets. The feed phosphate market in Europe has remained stable. The supply and demand balance of phosphoric acid has lately tightened further. The market prices are substantially influenced by the price of phosphoric acid annually agreed by India. This price has been announced to increase more than 20 percent this year. Also the price of DAP (diammonium phosphate) has risen strongly supporting the price of phosphoric acid. Current outlook Fertilizer demand and prices are expected to remain at a good level also during the second quarter of 2007 at the same time as the price of the most important raw material, natural gas, is expected to be clearly lower than in the second quarter of Thanks to strong demand during the spring, the producers' inventories have declined from the year end. Lower fertilizer inventories are estimated to strengthen the initial fertilizer prices for the new season, which begins in July. Also the high world market prices of DAP and urea support fertilizer prices for the new season. The development during the latter part of the year depends essentially on the price level of fertilizers in relation to the natural gas prices during the second half year. The most important external factors affecting the development of fertilizer business are estimated to continue to be positive. The operations of the Industrial Solutions business unit are expected to continue to develop favourably. The world market price of phosphoric acid is increasing by 20 percent. The price increases are expected to be partly with a delay reflected also on the prices of feed phosphates, because Kemira GrowHow's competitors are sourcing phosphoric acid from the markets. Kemira GrowHow has own phosphoric acid production thanks to own mine. B - 9 9

47 In addition to positive development of fertilizer business, also Kemira GrowHow's own actions, efficiency improvements and utilization of new business opportunities, create additional possibilities for result improvement in both Crop Cultivation and Industrial Solutions business units. Kemira GrowHow's operating profit, non-recurring items excluded, of the second quarter and of the whole year 2007 is estimated to improve clearly from All forecasts and estimates mentioned in this report are based on current judgments of the economic environment and the actual result may be significantly different. Material risks and uncertainties Kemira GrowHow s business is cyclical in nature due to the general economic conditions of the fertilizer business and the cyclical nature of the end-user markets. In addition, seasonal weather conditions can have a negative effect on Kemira GrowHow's operations and result. Adverse changes in the supply and prices of natural gas and other essential raw materials can also negatively affect Kemira GrowHow's result if the cost increases cannot be passed on to end product prices. The fluctuation between natural gas and oil derivative prices has an effect on the market value of the contracts for the Group's natural gas purchases and they can lead to significant result volatility as the contracts are mainly related to future years. Imports from Russia and Eastern Europe could create an imbalance in supply and demand in Western European fertilizer markets unless the EU maintains adequate protective measures especially to compensate for the price differences of natural gas. Urea or other nitrogen products manufactured in the low-price natural gas area can replace part of the nitrate fertilizers traditionally used in Europe. Global market prices of commodity fertilizers have an effect on fertilizer imports from outside of Europe. The nature of Kemira GrowHow's businesses exposes Kemira GrowHow to risks of environmental costs and liabilities arising from the manufacture, use, storage, transport and sale of materials that may be considered to be harmful to nature or health and safety when released into the environment. Many of Kemira GrowHow's operations require environmental and other regulatory permits that are subject to modification, renewal or revocation by issuing authorities. If Kemira GrowHow's proposed joint venture in the UK with Terra Industries will not take place, the expected cost and operational synergies will not be achieved. Kemira GrowHow's operational and strategic risks are described in the Board of Directors' Review for Kemira GrowHow Oyj Board of Directors B

48 Additional information: Kemira GrowHow Oyj Heikki Sirviö, CEO tel Kemira GrowHow Oyj Kaj Friman, Deputy CEO, CFO tel (0) Distribution: Helsinki Stock Exchange Media B

49 KEMIRA GROWHOW GROUP INTERIM FINANCIAL STATEMENTS 1 JANUARY - 31 MARCH 2007 These condensed interim financial statements are unaudited. As a result of rounding differences, the figures may not add up to the total. Condensed income statement EUR million 1-3/ / /2006 Net sales 349,5 272, ,2 Other operating income 6,3 6,3 29,6 Cost of sales -319,0-286, ,2 Fair value changes of currency derivatives, net -0,3-1,1 0,8 Net result of realized commodity derivatives -0,1-1,0 Fair value changes of unrealized commodity derivatives, net -3,0 - -7,9 Depreciation, amortization and impairment -12,1-10,9-44,4 Operating profit/loss 21,4-19,1 11,1 Financial income and expenses -2,8-2,2-11,0 Share of the net result of associated companies and joint ventures 1,1 0,1 0,1 Net financial items -1,7-2,1-10,8 Result before income taxes 19,7-21,2 0,3 Income taxes -3,5-0,8-6,8 Net result 16,2-22,0-6,5 Attributable to minority interests 1,0 0,3 1,3 Attributable to equity holders of the parent company 15,2-22,3-7,8 Total 16,2-22,0-6,5 Earnings per share, EUR 0,27-0,40-0,14 Operating profit/loss, % of net sales 6,1-7,0 1,0 Net result attributable to equity holders of the parent company, % of net sales 4,3-8,2-0,7 Condensed balance sheet EUR million Assets Non-current assets Intangible assets and goodwill 14,8 25,9 14,9 Property, plant and equipment and biological assets 298,1 314,1 306,6 Holdings in associated companies and joint ventures 21,4 18,9 20,4 Available-for-sale shares 15,3 0,9 15,3 B

50 Other investments 4,5 2,6 4,5 Deferred tax assets 32,6 31,0 33,1 Defined benefit pension assets 19,1 19,5 19,1 Total non-current assets 405,9 412,9 414,0 Current assets Inventories 184,5 206,1 211,5 Receivables Interest-bearing receivables 2,9 3,0 3,2 Accounts receivable and other interest-free receivables 248,7 211,3 195,6 Tax receivables 0,3 0,4 0,6 Total receivables 251,9 214,8 199,3 Securities 17,3 9,0 3,3 Cash and bank 12,3 11,6 16,7 Total current assets 466,0 441,4 430,8 Total assets 871,9 854,3 844,7 EUR million Equity and liabilities Equity Share capital 156,0 156,0 156,0 Share premium account 8,5 8,5 8,5 Other reserves 0,5 0,5 0,5 Other non-restricted equity 142,2 154,4 142,2 Paid-up unrestricted equity reserve 0,7 - - Treasury shares -10,6-11,0-11,0 Fair value reserve Hedging reserve 1,5 1,0 1,5 Retained earnings and translation difference 11,5 23,1 20,3 Net result for the period attributable to equity holders of the parent company 15,2-22,3-7,8 Attributable to equity holders of the parent company 325,6 310,2 310,1 Minority interest 2,9 1,2 2,2 Total equity 328,4 311,4 312,2 Non-current liabilities Non-current interest-bearing liabilities 103,7 112,2 103,9 Non-current interest-free liabilities 0,3 1,1 0,3 Provisions for liabilities and charges 2,7 2,5 2,7 Deferred tax liabilities 15,9 16,4 15,9 Defined benefit pension and other long-term employee benefit liabilities 95,3 94,6 96,3 Total non-current liabilities 217,9 226,8 219,2 Current liabilities Current interest-bearing liabilities 116,4 107,0 102,0 Short-term provisions 5,4 6,1 5,4 Accounts payable and other current interestfree liabilities 195,3 201,0 199,6 Income tax payables 8,6 2,0 6,3 Total current liabilities 325,6 316,1 313,3 B

51 Total liabilities 543,5 542,9 532,5 Total equity and liabilities 871,9 854,3 844,7 Statement of changes in equity Share premium account Other nonrestricted equity Fair value reserve EUR million Share capital Other reserves Hedging reserve Equity at 1 January, ,0 8,5 0,5 154,4 0,1 - Cash flow hedges, recognized in equity ,3 - Cash flow hedges, transfer to income statement Other changes - - 0, Tax effect of net income recognized directly in equity ,3 - Net income recognized directly in equity - - 0,0-1,0 - Recognized income and expense for the period 0,0-1,0 - Equity at 31 March, ,0 8,5 0,5 154,4 1,0 - Share premium account Other nonrestricted equity Fair value reserve EUR million Share capital Other reserves Hedging reserve Equity at 1 January, ,0 8,5 0,5 142,2 1,5 - Cash flow hedges, recognized in equity ,0 - Cash flow hedges, transfer to income statement Other changes - - 0,0 0,7 - - Tax effect of net income recognized directly in equity ,0 - Net income recognized directly in equity - - 0,0 0,7 0,0 - Recognized income and expense for the period - - 0,0 0,7 0,0 - Equity at 31 March, ,0 8,5 0,5 142,9 1,5 - Treasury shares Retained earnings Cumulative translation difference Attributable to equity holders of the parent company Minority interest Total equity EUR million Equity at 1 January, ,7 23,3-0,2 340,9 1,0 341,9 Exchange rate differences - - 0,1 0,1 0,0 0,2 B

52 Hedging of net investment in foreign entity - - 0,0 0,0-0,0 Cash flow hedges, recognized in equity ,3-1,3 Cash flow hedges, transfer to income statement Other changes - -0,2 - -0,2 - -0,2 Acquisition of treasury shares -9, ,4 - -9,4 Tax effect of net income recognized directly in equity - - 0,0-0,3 - -0,3 Net income recognized directly in equity -9,4-0,2 0,2-8,4 0,0-8,4 Share-based incentive plan - 0,0-0,0-0,0 Share-based incentive plan, tax effect - 0,0-0,0-0,0 Net profit for the period - -22, ,3 0,3-22,0 Recognized income and expense for the period -9,4-22,4 0,2-30,7 0,3-30,3 Dividends paid ,1-0,1 Equity at 31 March, ,0 0,9-0,1 310,2 1,2 311,4 Treasury shares Retained earnings Cumulative translation difference Attributable to equity holders of the parent company Minority interest Total equity EUR million Equity at 1 January, ,0 12,3 0,1 310,1 2,2 312,2 Exchange rate differences - - 0,0 0,0 0,1 0,1 Hedging of net investment in foreign entity - - 0,1 0,1-0,1 Cash flow hedges, recognized in equity ,0-0,0 Cash flow hedges, transfer to income statement Share of changes recognized directly in associates' and joint - 0,0-0,0-0,0 B

53 ventures' equity Other changes - 0,0-0,7 0,0 0,7 Acquisition / disposal of treasury shares 0,5-0, Tax effect of net income recognized directly in equity - - 0,0 0,0-0,0 Net income recognized directly in equity 0,5-0,5 0,0 0,8 0,1 0,9 Share-based incentive plan - -0,6 - -0,6 - -0,6 Share-based incentive plan, tax effect - 0,2-0,2-0,2 Net profit for the period - 15,2-15,2 1,0 16,2 Recognized income and expense for the period 0,5 14,3 0,0 15,5 1,1 16,6 Dividends paid ,0-0,4-0,4 Equity at 31 March, ,6 26,6 0,2 325,6 2,9 328,4 Cash flow statements EUR million 1-3/ / /2006 Cash flows from operating activities Cash flows from operating activities before change in net working capital 25,9-10,6 28,9 Change in net working capital -25,6-41,5-25,1 Net cash flow from operating activities 0,4-52,1 3,7 Cash flows from investing activities Acquisition of subsidiary shares -0,8-0,8-0,8 Acquisition of associated company and joint venture shares -3,0-3,3-3,4 Other purchases of non-current assets -5,8-17,4-60,9 Proceeds from sale of non-current assets 4,2 6,8 25,2 Net cash used in investing activities -5,3-14,7-39,9 Cash flow before financing -4,9-66,7-36,1 Cash flows from financing activities Changes in non-current liabilities (increase + / decrease -) -1,1-1,8-37,5 Changes in non-current loan receivables (increase - / decrease +) 0,0 0,1-1,8 Short-term financing, net (increase + / decrease -) 16,4 43,8 65,3 Dividends paid -0,4-0,1-16,7 B

54 Acquisition of own shares - -11,0-11,0 Other financing 0,1-1,5 0,4 Net cash used in financing activities 15,0 29,4-1,3 Effect of exchange rate fluctuations -0,5 0,9 0,5 Net change in cash and cash equivalents 9,6-36,5-37,0 Cash and cash equivalents at the beginning of the period 20,0 57,0 57,0 Cash and cash equivalents at the end of the period 29,6 20,5 20,0 Net change in cash and cash equivalents 9,6-36,5-37,0 Key figures EBITDA, % of net sales 9,6-3,0 4,8 Operating profit/loss, % of net sales 6,1-7,0 1,0 Net result for the period attributable to equity holders of the parent company, % of net sales 4,3-8,2-0,7 Gross capital expenditure, EUR million 6,1 25,4 66,3 Gross capital expenditure, % of net sales 1,8 9,3 5,7 Equity ratio, % 37,9 36,5 37,2 Gearing, % 58,0 63,8 59,5 Interest-bearing net liabilities, EUR million 190,5 198,7 185,9 Invested capital, EUR million 548,4 530,7 518,1 Return on equity, % 5,0-6,7-2,0 Return on equity, %, annualized 20,2-26,9-2,0 Return on investment, % 4,3-3,4 2,4 Return on investment, %, annualized 17,2-13,5 2,4 Number of personnel during the period, average Number of personnel at the end of the period Per share data Number of shares at the end of the period, treasury shares excluded (1,000) Weighted average number of shares, treasury shares excluded (1,000) Earnings/share (EPS), EUR (* 0,27-0,40-0,14 Equity attributable to equity holders of the parent company/share, EUR 5,87 5,61 5,60 Cash flow from operations/share, EUR 0,01-0,93 0,07 P/E ratio, price per earnings per share of the review period 36,77-14,83-48,14 Market capitalization, EUR million 559,2 326,6 375,8 B

55 Number of shares traded, % of average number of shares Number of shares traded, (1,000) Closing price for the share, EUR 10,09 5,90 6,79 Highest quoted price, EUR 10,35 6,21 6,82 Lowest quoted price, EUR 6,67 5,54 4,11 Volume weighted average quoted price, EUR 8,73 5,98 5,59 (* Kemira GrowHow Oyj has not issued options or warrants or similar instruments which would dilute the earnings per share. Definitions of key ratios Financial ratios Operating profit = Profit after depreciation, amortization and impairment EBITDA = operating profit / loss + depreciation, amortization and impairment Interest-bearing net liabilities = Interest-bearing liabilities - cash and bank - current investments Equity = Equity attributable to equity holders of the parent company + minority interest Invested capital = Balance sheet total - interest-free liabilities Equity ratio, % = Equity x 100 / (Balance sheet total - advance payments received) Gearing, % = Net liabilities x 100 / Equity Return on investments, % (ROI) = (Profit before taxes + interest expenses + other financial expenses) x 100 / (Balance sheet total - interest-free liabilities) (average of 1 January and end of the review period) Return on equity, % (ROE) = (Profit before income taxes - income taxes) x 100 / Equity (average of 1 January and end of the review period) Per share data Earnings per share (EPS) = Net result attributable to equity holders of the parent company for the review period / Adjusted average number of shares during the review period Cash flow from operations = Cash flow from operations, after change in net working capital and before capital expenditure Cash flow from operations per share = Cash flow from operations / Adjusted average number of shares B

56 Equity attributable to equity holders of the parent company per share = Equity attributable to equity holders of the parent company at the end of the review period / Adjusted number of shares at the end of the review period Price per earnings per share (P/E) = Share price at the end of the review period / Earnings per share (EPS) for the review period Share turnover = The proportion of number of shares traded during the review period to weighted average number of shares Market capitalization = Number of shares at the end of the review period x share price at the end of review period Number of shares at the end of review period = Number of issued shares - treasury shares CONDENSED NOTES TO THE INTERIM REPORT Accounting policies These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements. The accounting principles applied in these condensed interim consolidated financial statements are the same as those applied by Kemira GrowHow in its consolidated financial statements as at and for the year ended 31 December 2006, with the exception of the following new or revised or amended standards and interpretations, which have been applied from 1 January 2007: - IFRS 7 Financial Instruments: Disclosures - Amendment to IAS 1 Presentation of Financial Statements: Capital Disclosures - IFRIC 9 Reassessment of Embedded Derivatives - IFRIC 10 Interim Financial Reporting and Impairment - IFRIC 11 IFRS 2 Group and Treasury Share Transactions The new and amended standards will mainly have an effect on the disclosures of the consolidated financial statements. Other new or amended standards or interpretations are not material for Kemira GrowHow Group. Kemira GrowHow will apply the following new or revised or amended standards and interpretations from 1 January 2009: - IFRS 8 Operating Segments - IAS 23 Borrowing Costs Kemira GrowHow estimates that applying IFRS 8 will not have any material effect on the financial information of Kemira GrowHow. Applying revised IAS Borrowing Costs will change Kemira GrowHow's accounting principles from 1 January From that date on B

57 the borrowing costs that are directly attributable to the acquisition, construction or production of an asset will be capitalized to the acquisition cost of the asset. The capitalization will apply mainly to property, plant and equipment. Contingent liabilities EUR million Mortgages 27,0 24,5 27,0 Assets pledged On behalf of own commitments - 2,5 2,3 Guarantees On behalf of others (* 0,3 31,9 29,5 Operating leasing commitments Maturity within one year 7,1 7,9 9,3 Maturity after one year 29,7 33,3 27,7 (* EUR 0.0 (31.2) million of this obligation is related to the guarantees for which Kemira Oyj has issued a counter indemnity to Kemira GrowHow Oyj. The Finnish Supreme Administrative Court gave a decision in April 2004 on Kemira GrowHow's appeal concerning the waste management permit for Kemira GrowHow's Siilinjärvi plant in Finland. Although the Court's decision was negative, the opinion of the management is that this will not have an impact on Kemira GrowHow's financial position. A new environmental and water management permit was issued in October 2006 to Siilinjärvi mine and plants. The enforcement of the permit is pending due to appeal. Kemira GrowHow estimates that the new environmental permit will not create any new material obligations. Derivative instruments Nominal Fair Nominal Fair Nominal value value value value value Fair value EUR million Currency derivatives Forward contracts 156,0-0,1 118,5 0,7 181,9-2,4 of which hedging net investment in foreign entity 1,3-0,1 1,7-0,1 1,2-0,1 Currency options Bought 99,2 0,5 164,2 0,9 61,7 0,7 Sold 29,0-0,1 178,8-1,4 61,7-0,2 Interest rate derivatives Interest rate swaps 70,0 1,8 70,0 1,2 70,0 1,7 Interest rate options Bought 10,0 0,3 10,0 0,2 10,0 0,3 Sold 10,0 0,0 10,0-0,2 10,0 0,0 Commodity derivatives Swaps 172,1-10, ,2-7,9 B

58 Derivative instruments are used only for hedging purposes. Nominal values of derivative instruments do not necessarily correspond with the actual cash flows between the counterparties and do not therefore give a fair view of the risk position of the Group. The fair values are based on market valuation on the date of reporting. Property, plant and equipment Changes in property, plant and equipment 1-3/ / /2006 Carrying amount at beginning of the period 306,4 318,1 318,1 Additions 5,6 7,6 35,2 Disposals -1,5 0,0-6,9 Depreciations -10,4-10,0-41,0 Impairment losses and reversals of impairment losses -0,9-0,1-0,2 Reclassification and other changes -0,2 0,0-0,3 Exchange differences -1,1-1,6 1,4 Carrying amount at end of the period 297,9 313,9 306,4 The amount of contractual commitments for the acquisition of property, plant and equipment were EUR 12.0 million at the end of March Related party transactions Kemira GrowHow Group's related parties include the parent company, subsidiaries, associated companies and joint ventures. Related parties also include the members of the Board of Directors and the Group's Management Team, the CEO and his deputy and their family members. Kemira GrowHow's Finnish pension foundations and funds are legal units of their own and they manage part of the pension assets of the Group's personnel in Finland. The Government of Finland owns 30.0 percent of the shares in Kemira GrowHow Oyj. Based on its shareholding, the Government of Finland is able to substantially influence in decision-making concerning Kemira GrowHow's finances and business operations. Kemira GrowHow follows the same commercial terms in transactions with associated companies, joint ventures and other related parties as with third parties. During the review period Kemira GrowHow's related party transactions were mainly sales to associated companies and joint ventures. During the review period there were no related party transactions whose terms would differ from the terms in transactions with third parties. B

59 Segment information Kemira GrowHow s operations are organized under two strategic business units: Crop Cultivation and Industrial Solutions. The Industrial Solutions business unit has strong synergies with the Crop Cultivation business unit in production and sourcing. The Crop Cultivation strategic business unit produces and markets a broad range of fertilizers and other related products and services for agriculture, horticulture and home gardening in selected markets in Northern, Western and Eastern Europe and overseas. Kemira GrowHow has a significant market position in fertilizer business in Finland, Denmark, the Baltic countries, the Benelux countries, France and the United Kingdom. The Industrial Solutions strategic business unit provides high performance products and innovative solutions, such as feed phosphates and feed acidifiers, a range of nitrogenbased chemicals and phosphoric acid. The Industrial Solutions business unit focuses on selected customer segments, that, in addition to the animal feed industry, include the chemical, pharmaceutical, metal, electronics and food industries. Industrial Solutions is one of the leading global suppliers of inorganic feed phosphates having sales in more than 80 countries. Kemira GrowHow's Process Chemicals business is one of the two biggest suppliers in the Benelux countries, the United Kingdom, Finland and Denmark. Kemira GrowHow's primary segment is business segment. Kemira GrowHow Group's business segments are Crop Cultivation and Industrial Solutions strategic business units. Segment information is presented in the tables below. Net sales by segment EUR million Net sales 1-3/ / /2006 Crop Cultivation External sales 275,4 208,7 894,3 Internal sales 1,3 0,2 0,9 Total 276,7 208,9 895,3 Industrial Solutions External sales 74,1 64,2 271,9 Internal sales 6,8 11,6 37,1 Total 80,9 75,8 309,0 Internal eliminations -8,1-11,8-38,0 Kemira GrowHow total 349,5 272, ,2 Result by segment EUR million 1-3/ / /2006 Operating profit/loss Crop Cultivation 16,3-18,4-0,4 Industrial Solutions 7,2 0,9 19,9 Segments total 23,5-17,4 19,5 Corporate centre and other -2,1-1,7-8,4 B

60 Operating profit/loss total 21,4-19,1 11,1 Share of joint ventures' and associates' result Crop Cultivation 1,2 0,1 0,1 Industrial Solutions -0,1 0,0 0,0 Share of joint ventures' and associates' result total 1,1 0,1 0,1 Total segment result Crop Cultivation 17,4-18,3-0,3 Industrial Solutions 7,2 0,9 19,9 Segments total 24,6-17,4 19,7 Corporate centre and other -2,1-1,7-8,4 Total segment result 22,5-19,0 11,3 Financial income and expenses -2,8-2,2-11,0 Result before income taxes 19,7-21,2 0,3 Depreciation, amortization and impairment EUR million 1-3/ / /2006 Crop Cultivation 8,5 8,2 33,4 Industrial Solutions 2,8 2,7 10,6 Segments total 11,3 10,8 44,0 Corporate centre and other 0,8 0,1 0,4 Total depreciation, amortization and impairment 12,1 10,9 44,4 Assets EUR million 3/2007 3/ /2006 Crop Cultivation 582,9 606,7 575,9 Industrial Solutions 195,3 189,8 193,6 Corporate centre and unallocated 35,4 10,1 25,1 Eliminations -7,0-7,3-6,7 Interest-bearing receivables 2,9 3,0 3,2 Tax receivables 0,3 0,4 0,6 Deferred tax assets 32,6 31,0 33,1 Cash and bank and current investments 29,6 20,5 20,0 Total assets 871,9 854,3 844,7 Liabilities EUR million 3/2007 3/ /2006 Crop Cultivation 245,8 258,7 253,5 Industrial Solutions 54,1 48,2 55,6 B

61 Corporate centre and unallocated 5,8 5,7 7,1 Eliminations -6,9-7,3-11,9 Interest-bearing liabilities 220,0 219,3 205,9 Tax liabilities 8,6 2,0 6,3 Deferred tax liabilities 15,9 16,4 15,9 Total liabilities 543,5 542,9 532,5 Gross capital expenditure EUR million 1-3/ / /2006 Crop Cultivation 3,8 19,1 51,2 Industrial Solutions 2,3 6,2 15,2 Corporate centre and unallocated Total 6,1 25,4 66,3 Quarterly development by strategic business unit EUR million 1-3/ / / / / 2006 Net sales Crop Cultivation External sales 275,4 206,4 238,5 240,7 208,7 Internal sales 1,3 0,3 0,2 0,2 0,2 Total 276,7 206,7 238,7 240,9 208,9 Industrial Solutions External sales 74,1 76,1 68,1 63,5 64,2 Internal sales 6,8 8,8 8,0 8,7 11,6 Total 80,9 84,9 76,0 72,2 75,8 Internal eliminations -8,1-9,1-8,2-8,9-11,8 Kemira GrowHow total 349,5 282,5 306,6 304,2 272,9 Operating profit/loss 1-3/ / / / / 2006 Crop Cultivation 16,3 5,4 13,3-0,7-18,4 Industrial Solutions 7,2 6,3 6,3 6,4 0,9 Segments total 23,5 11,7 19,5 5,7-17,4 Corporate centre and other -2,1-3,2-0,5-3,1-1,7 Operating profit/loss total 21,4 8,5 19,1 2,6-19,1 B

62 Non-recurring items Non-recurring items include mainly capital gains and losses from sale of assets, impairment losses, releases of provisions and restructuring expenses. Non-recurring items, net, EUR million Crop Cultivation 3,0 3,0 Industrial Solutions 0,6 0,6 Other - - Total 3,6 3,6 Non-recurring items, net, EUR million Crop Cultivation 1,4 3,7 6,0 1,2 12,4 Industrial Solutions -0,1 0,0 0,3 0,2 0,4 Other 0,0-1,5 0,0-1,7-3,1 Total 1,3 2,3 6,3-0,3 9,6 B

63 Kemira GrowHow Oyj STOCK EXCHANGE RELEASE Statement of the Boad of Directors of Kemira GrowHow Oyj with regard to Yara International A.S.A.'s Mandatory Tender Offer Yara International A.S.A. (Yara) has on 24 May 2007 acquired from Kemira GrowHow Oyj's (GrowHow) biggest shareholder the State of Finland its shares in GrowHow (Transaction), whereby Yara became on 24 May 2007 the owner of approximately 30.05% of the shares and votes in GrowHow. The price paid for the shares in the Transaction was EUR per each GrowHow share. The price paid was a cash consideration. As a result of the Transaction Yara's holding exceeds three-tenths (3/10) of the votes in GrowHow and Yara is under the obligation to launch a mandatory tender offer for the remaining shares in GrowHow in accordance with the Chapter 6 Section 10 of the Finnish Securities Markets Act. Yara has on 24 May 2007 announced that it will make a mandatory tender offer (Tender Offer) for the remaining shares in GrowHow. The offered cash consideration per share is EUR (Offer Consideration) and the Tender Offer period commences on 20 July Subject to the completion of the Tender Offer the Offeror will pay interest on the Offer Consideration at the rate of five (5) percent per annum from the date of receipt (excluding the date of receipt) of acceptance of the Tender Offer until the payment (including the date of payment) of the Offer Consideration. The offer consideration per share is 30.7% higher than the closing price of the GrowHow share on the Helsinki Stock Exchange prior to the obligation to launch a Tender Offer, 30.8% higher than the volume- weighed average trading price of the shares of GrowHow on the Helsinki Stock Exchange during the three (3) months preceding the obligation to launch a Tender Offer and 58.0% higher than the volume-weighed average trading price during the last twelve (12) months preceding the obligation to launch a Tender Offer, however, excluding the Transaction. Additionally the offer consideration represents a premium of 17.1% to GrowHow's all time high traded share price of EUR. Yara's Tender Offer is conditional on the relevant regulatory approvals. In the combination agreement Yara is committed to accommodate the concerns of the authorities to assure the necessary approvals. The Board of Directors of GrowHow issues its statement pursuant to Chapter 6, Section 6 of the Securities Markets Act having received from Yara its Tender Offer Document on 13 July The Tender Offer Document is intended to be published on 18 July Statement of the Board of Directors of Kemira GrowHow Oyj The Board of Directors of GrowHow has in this statement assessed the Tender Offer and its conditions based on the Tender Offer Document (unpublished) prepared by Yara. The Board of Directors of GrowHow regards Yara as a strategic buyer interested in expanding its activities into new markets. GrowHow's phosphates mining activities and end product knowhow increase and complement Yara's current activities. The Board of Directors of GrowHow considers that Yara's global sales and marketing network benefit both the Finnish and the other European industrial activities of GrowHow. The greater size and financial strength can be seen as creating stability with respect to the company, its clients and employees. The afore mentioned are expected to form a solid platform to further develop GrowHow's asset base and its customer offerings as well as create substantial new opportunities for GrowHow's employees. Due to the limited overlap in the operations of GrowHow and Yara the C - 1

64 combination's impact on the personnel in the opinion of the Board of Directors of GrowHow is minor. The Board of Directors of GrowHow has for the purpose of attaining support in its assessment of the Tender Offer requested from its financial advisor Lehman Brothers Europe Limited, an investment bank (Lehman), a fairness opinion regarding the Tender Offer. In accordance with Lehman's fairness opinion dated 24th May 2007 the Tender Offer's Offer Consideration to the shareholders is from a financial point of view fair taking into consideration the assumptions stated in Lehman's fairness opinion. The Board of Directors has also evaluated other strategic options to develop the activities of the company. The Board of Directors of GrowHow has unanimously decided to recommend to the shareholders to accept the Tender Offer after having reviewed the Tender Offer Document and having received Lehman's fairness opinion dated 24th May 2007, according to which the Offer Consideration at the date of issuing the opinion is from a financial point of view fair to the shareholders. The Board of Directors in its entirety has participated in the issuance of this statement. Helsinki 13 July 2007 Kemira GrowHow Oyj Board of Directors For additional information please contact: Kemira GrowHow Oyj Kaj Friman CFO tel Distribution: Helsinki Stock Exchange Media Kemira GrowHow Oyj is one of the leading producers of fertiliser and feed phosphates in Europe. Kemira GrowHow develops and markets fertilisers and integrated solutions for crop cultivation, animal feed supplements and chemicals required in various industries. The company has approximately 2,500 employees worldwide and in 2006 net sales were 1.2 billion euros. Kemira GrowHow Oyj is listed on the Helsinki Stock Exchange. C - 2

65 Financial Statements 2006 D- 1