Annual General Meeting

The Annual General Meeting is Kempower Corporation’s highest decision-making body. The Annual General Meeting is to be held annually by the end of June, and it deals with matters falling within its competence under the Articles of Association as well as proposals made. If necessary, an Extraordinary General Meeting is convened.

The Board of Directors is also obliged to convene a General Meeting if the auditor or shareholders holding a total of at least 10% of the Company’s shares so request in writing, to deal with a particular matter.

The decision-making power of Kempower’s Annual General Meeting includes inter alia:

• approving the financial statements and deciding on the distribution of profits;
• the number, election and remuneration of Board members;
• discharging the members of the Board of Directors and the CEO from liability;
• amending the Articles of Association;
• share issues or authorizing the Board of Directors to decide on share issues; and
• the increase or decrease of share capital.

The notice to the Annual General Meeting shall be delivered to shareholders by publishing the notice on the Company’s website or in one or more widely circulated daily newspapers designated by the Board no earlier than three months and no later than three weeks before the reconciliation date, however always at least nine (9) days before the record date.

The notice to the meeting and the Board’s proposals to the Annual General Meeting are also published in a stock exchange release. Correspondingly, the proposal of the shareholders holding at least 10 percent of the voting rights of the Company’s shares is announced in a stock exchange release including the composition and remuneration of the Board of Directors and the election of the auditor.

The agenda of the Annual General Meeting, proposed resolutions and meeting documents in accordance with the Companies Act, including the remuneration report and the remuneration policy, if scheduled to be 2 discussed at the meeting, will be posted on the Company’s website at least three weeks before the Annual General Meeting.

If a shareholder wishes to participate in the Annual General Meeting, he or she must register in advance in the manner specified in the notice convening the meeting and no later than on the date specified in the notice, which may not be earlier than ten (10) days before the date.