Governance

Articles of association

1 § Name of the Company

The name of the company is Kempower Oyj in Finnish and Kempower Corporation in English.

2 § Domicile of the Company

The domicile of the company is Lahti, Finland.

3 § Line of Business

The line of business of the company is to, either directly or through its subsidiaries or affiliate companies, manufacture, market and maintain machines, devices and equipment related to the metal industry both domestically and abroad as well as to import the abovementioned products and raw materials and other necessary materials, machines and devices necessary for the manufacture and use of such products; to design, manufacture, maintain, repair, sell and market devices related to electronically controllable industrial power supplies as well other operations related thereto; to design, manufacture, sell, market and maintain charging devices, batteries and other equipment for motor vehicles and chargeable electric vehicles and related software as well as other operations related thereto. In addition, the company may directly and/or through its subsidiaries or affiliate companies purchase, sell, own and manage real property and securities. As the parent company, the company may attend to the organisation, financing and purchases of the group and to other similar common tasks, as well as own real property and shares and carry on securities trading, corporate acquisitions and divestments, and other investment business.

4 § Accounting Period

The accounting period of the company begins on 1 January and ends on 31 December.

5 § Book-entry Securities System

The company’s shares belong to a book-entry securities system after the expiry of the registration period.

6 § Board of Directors

The Board of Directors of the company has a minimum of four (4) and a maximum of eight (8) members. The term of office of members of the Board of Directors ends at the close of the annual general meeting of shareholders following their election. The general meeting of shareholders elects the Chair and the Vice Chair of the Board of Directors.

7 § Chief Executive Officer

The company has a Chief Executive Officer who is appointed by the Board of Directors.

8 § Representation of the Company

The company is represented by the Chair of the Board of Directors and the Chief Executive Officer, each alone, and members of the Board of Directors, two (2) together. The Board of Directors may also grant the right to represent the company to a member of the Board of Directors and other named persons.

9 § Auditor

The auditor of the company must be an auditing firm approved by the Finnish Patent and Registration Office. The term of office of the auditor ends at the close of the annual general meeting of shareholders following the election of the auditor.

10 § Notice to the General Meeting of Shareholders

The notice convening the general meeting of shareholders must be delivered to the shareholders by publishing the notice on the company’s website or by a newspaper announcement which is published in one or more widely circulated daily newspapers chosen by the Board of Directors no earlier than three (3) months and no later than three (3) weeks before the meeting, and in any case at least nine (9) days before the record date of the general meeting of shareholders referred to in Chapter 5 Section 6 a of the Finnish Companies Act.

In order to be able to attend the general meeting of shareholders, a shareholder must notify the company at the latest on the date mentioned in the notice, which may be no earlier than ten (10) days before the general meeting of shareholders.

The venue for the general meeting of shareholders must be located in Helsinki or Lahti, Finland.

11 § Annual General Meeting of Shareholders

The annual general meeting of shareholders of the company must be held within six (6) months from the date on which the accounting period ended.

At the meeting:

the following are presented

1. the financial statements, which include the consolidated financial statements, and the report of the Board of Directors; and

2. the auditor’s report;

the following are resolved upon

3. the adoption of the financial statements;

4. the use of profits shown in the balance sheet;

5. the discharge of members of the Board of Directors and the Chief Executive Officer from liability;

6. the remuneration of the members of the Board of Directors and the auditor; and

7. the number of the members of Board of Directors;

the following are elected

8. the members of the Board of Directors and the Chair of the Board of Directors;

9. the auditor; and

the following are dealt with

10. other matters stated in the notice to the general meeting of shareholders.

12 § Notification on the Change of Holdings

A shareholder shall notify the company of its ownership and share of votes when the holding reaches, exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or 90 percent or 2/3 of the total number of votes carried by the shares registered in the trade register or the total number of shares registered in the trade register. A shareholder shall also make a notification on the change of holdings when it has on the basis of a financial instrument the right to receive a number of shares in the company that would reach, exceed or fall below the abovementioned thresholds. The notification shall be made regardless of whether the underlying asset of the financial instrument will be settled physically or in cash. The obligation to make a notification shall also arise when a shareholder’s combined holdings of the above (shareholding or voting rights and long position acquired through a financial instrument) reach, exceed or fall below the abovementioned thresholds.

This Article 12 shall be interpreted in accordance with Chapter 9 Sections 5 to 8 of the Finnish Securities Markets Act.

When calculating the holdings of the shareholder, holdings of the entities controlled by the shareholder shall also be considered as holdings of the shareholders. In addition, holdings of a third party shall be taken into account if the shareholder has the right to acquire, transfer or exercise the voting rights attached to the shares owned by the third party.

The obligation to notify the company of the change of holdings shall not apply to:

– shares acquired for the sole purpose of settlement activities for a maximum of four trading days and to custodians of securities holding shares in this capacity with the right to exercise the voting rights attached to the shares in their custody only as specifically instructed;

– holdings and voting rights in the trading book of a credit institution or an investment service provider if:

a) the holdings in the trading book do not exceed 5 percent of the total number of votes or the total number of shares in the company; and

b) the voting rights attached to the shares in the trading book are not exercised nor otherwise used to intervene in the management of the company;

– holdings and voting rights, which have been acquired for the purposes of stabilisation in connection with an offer of securities in accordance with the EU Market Abuse Regulation ((EU) No 596/2014, as amended), if the voting rights attached to the shares are not exercised nor otherwise used to intervene in the management of the company.

The notification on the change of holdings shall be made without undue delay, however, no later than on the next trading day after the shareholder learned or should have learned of the acquisition or transfer, his/her/its possibility of exercising voting rights or the executed transaction as a result of which his/her/its holding or share of votes has changed or will change in the manner provided above, once the transaction is completed. The shareholder need not make a notification on the change of holdings if the notification is made by the person exercising control over the shareholder.

The notification on the change of holdings shall contain the following information:

a) grounds for making the notification on the change of holdings;

b) time when holdings or share of votes reached, exceeded of fell below the abovementioned thresholds;

c) exact share of the shares and votes in the company held either directly or indirectly by the shareholder;

d) exact share of the shares and votes in the company held either directly or indirectly by the shareholder on the basis of a financial instrument;

e) total number of the shares concerned;

f) nature, maturity date, execution period and transfer method of the financial instrument;

g) total number of votes attached to the shares or the total number of shares in the company registered in the trade register;

h) full name, trade register number or equivalent corporate identifier;

i) entities controlled by the shareholder through which shares of the company and voting rights attached thereto are held, and full name, trade register number or equivalent corporate identifier of each such entity; and

j) description of the division of holdings between the shareholder and each of the entities controlled by the shareholder.

The company will publish a template form for the notification of change of holdings on its website. When a notification on the change of holdings has been made to the company or the company otherwise becomes aware of the reaching, exceeding or falling below of any of the abovementioned thresholds, the company shall, without undue delay, disclose the information of the change of holdings in the company and deliver such information to the market.

The shareholder shall make the notification on the change of holdings in Finnish or in English, at its own discretion, and the company shall disclose all information pertaining to the change of holdings without undue delay.

In the event that a shareholder fails to comply with its obligation to notify the company of changes in its holdings when the holdings reach or exceed the abovementioned thresholds, the shareholder is entitled to only exercise the share of the votes attached to the shares that the shareholder held before the change in its holdings, until the shareholder has made the required notification.

This Article 12 of the Articles of Association ceases to apply in its entirety in the event that the shares of the company are admitted to trading on a regulated market as referred to in Chapter 2, Section 5 of the Finnish Securities Markets Act. Thereafter, an obligation to notify major holdings and share of votes shall be determined in accordance with Chapter 9 of the Finnish Securities Markets Act.

13 § Obligation to Make a Tender Offer

Offer

A shareholder, whose holding increases above 30 percent or above 50 percent of the total number of votes attached to the shares of the company registered in the trade register (offer threshold) after the shares of the company have been admitted to public trading on a market place, including Nasdaq First North Growth Market Finland, shall make an offer to purchase all the other shares and securities entitling thereto issued by the company to other shareholders and holders of such securities entitling to shares of the company issued by the company.

A shareholder’s share of votes shall comprise:

a) shares held by the shareholder and persons acting in concert with the shareholder;

b) shares held together by the shareholder or by persons acting in concert with the shareholder, and a third party; and

c) shares, the voting rights attached to which the shareholder is entitled to use or direct under a contract or other arrangement.

When calculating the share of votes referred to in this Article 13, restrictions on the exercise of voting rights based on law or the articles of association or on another contract shall not be taken into account. Votes attached to shares held by the company or by an entity controlled by it shall not be taken into account in the total number of votes on the company. An obligation to make on offer shall not apply to entities acting as custodians of shares in the company and holdings of such entities shall not be taken into account when calculating the shareholder’s share of votes.

In this Article 13, persons acting in concert shall mean natural or legal persons who, on the basis of an agreement or otherwise, cooperate with a shareholder, offeror or the company with the intention to exercise or acquire significant control in the company or to prevent the realisation of an offer. Persons acting in concert shall comprise at least:

a) a shareholder and entities controlled by it as well as their pension foundations and pension funds;

b) the company and legal persons belonging to the same group and their pension foundations and pension funds; and

c) a shareholder and persons who are in a relationship with the shareholder in the meaning of Article 3, paragraph 1, subparagraph 26, indents a to c of the Market Abuse Regulation.

If there is one shareholder in the company whose share of votes exceed the offer threshold, the obligation to make on offer shall not arise to another shareholder until his/her/its share of votes exceed the share of votes of the first‑mentioned shareholder.

If the offer threshold is exceeded solely due to measures taken by the company or another shareholder, the obligation to make an offer shall not arise until the shareholder who has exceeded the offer threshold acquires or subscribes for more shares in the company or otherwise increases his/her/its shares of votes in the company.

Consideration

The consideration paid by the offeror shall equal fair market price. Consideration may be cash, securities or shares or a combination of cash, securities and shares. The basis for determining the consideration shall be the highest of the following:

– the highest price paid for the securities subject to the offer during the six months prior to the obligation to make an offer by the offeror or by a person acting in concert with the offeror having arisen; or

– in the event that no such acquisitions have been made, the volume‑weighted average trading price of the publicly traded securities subject to the offer during the three months prior to the obligation to make an offer having arisen.

If an acquisition, deemed to have influence on the consideration, is denominated in a currency other than euro, in which the shares of the company are traded, the conversion value of such currency used in such an acquisition to the trading currency shall be calculated with the official rates of the currencies set by the European Central Bank seven (7) days prior to the date on which the Board of Directors notified the shareholders of the offer.

The offeror shall treat all offerees equally and pay the same price per share to all offerees willing to sell their shares to the offeror on the basis of the offer regardless of the identity of the offeree, number of the shares held by the offeree or the time when the offeree sells its shares to the offeror.

In the event that the offeror or a person acting in concert with the offeror acquires shares in the company on better terms that have been offered to the offerees in the offer and such acquisition takes place between the date on which the obligation to make an offer arose and the date by which the offer has to be accepted, the offeror shall be obliged to amend the offer to correspond to the said acquisition. The procedure for the amendment of the offer is set forth below.

In the event that the offeror or a person acting in concert with the offeror acquires shares in the company on better terms that have been offered to the offerees in the offer (or possible amended offer), and such acquisition takes place within nine (9) months from the date by which the offer had to be accepted, the offeror shall compensate the difference of the consideration paid to the offerees who have accepted the offer (or possible amended offer) and the consideration paid in the acquisition.

Procedure

The offeror has an obligation to make the offer in writing to the company’s address addressed to the Board of Directors. A notification on the obligation to make an offer shall contain the number of shares held by the offeror and the number of shares acquired during the last twelve (12) months and consideration paid for them. A notification on an obligation to make an offer shall also contain the address of the offeror and the notification shall, at the discretion of the offeror, be made in Finnish or in English.

The Board of Directors shall notify the company’s shareholders that an obligation to make an offer has arisen within 30 days of receiving a notification on the obligation to make an offer, or in the absence of such notification or where such notification fails to arrive within said period, of the date on which it otherwise became aware of the obligation to make an offer. The notification of the Board of Directors shall contain all the information of the date on which the obligation to make an offer arose, the basis for the determination of the consideration, to the extent known to the Board of Directors, and the last date for accepting the offer. The offeror shall provide the Board of Directors all the information reasonably needed for the Board of Directors to deliver its own notification to the shareholders. The notification of the Board of Directors shall be made in accordance with Article 10 concerning notices to general meetings of shareholders. An offeree who wishes to accept the offer shall do so in writing within 30 days of the notification of the Board of Directors. An acceptance notification, to be sent to the company or a party appointed by the Board of Directors, shall include the number of shares covered by the acceptance. An offeree who accepts the offer shall, simultaneously with the acceptance notification, provide the company with all the documentation necessary for carrying out the transfer of the relevant shares to the offeror against the payment of the consideration.

The offeror shall without delay notify the Board of Directors, if the offer must be amended in accordance with the abovementioned provisions and it shall provide the Board of Directors all information reasonably requested by it. In the event that the offerees have already been informed of the offer, the Board of Directors shall without delay notify the offerees of the amended offer and of a possible extension to the offer period in the manner set forth in the paragraph immediately above. Such extension shall be resolved by the Board of Directors and it shall not exceed two (2) weeks from the original date by which the offer had to be accepted in accordance with the paragraph above. Information on the new deadline shall, however, be announced at least two (2) weeks before the new deadline.

If the offer is not accepted by an offeree by the deadline as set forth in the paragraph above, the offeree shall forfeit its right to accept the offer (or possible amended offer). An offeree has the right to withdraw its acceptance by notifying the Board of Directors in writing until the purchase has taken place in accordance with the terms of the offer.

The company shall notify the offeror of the total number of acceptances of the offer immediately after the deadline set forth in the paragraph above has passed. The offeror shall, within 14 days upon receiving such notification and in accordance with instructions provided by the company, pay the consideration and complete the purchase of the shares in respect of the acceptances received.

The consideration or any part thereof that is not paid within said period, shall accrue default interest of 20 percent per annum as of the date on which the purchase should have taken place. In addition, if the offeror has failed to comply with the abovementioned provisions concerning the obligation to make an offer, default interest shall be calculated from the date on which the notification of the obligation to make an offer should have been made.

The company shall prepare all releases relating to notifications and information released to the shareholders of the company in accordance with this Article 13 in Finnish and in English.

All provisions relating to the application and interpretation of the obligation to make on offer, which are not explicitly stated in this Article 13, shall be determined by applying Chapter 11 of the Finnish Securities Markets Act.

Dispute Resolution

The Board of Directors is fully authorised to resolve on the application of this Article 13, including the application of directly or analogically applicable regulation entirely or partially. This authorisation of the Board of Directors also includes any discretion vested in a relevant takeover committee, such as the assessment of whether the share of holdings referred to in this Article 13 has been reached, the authority to determine the terms of an offer as well as the consideration to be offered by the offeror to the offerees. In addition, the Board of Directors may, on application and on special grounds, grant a permission to derogate from the obligation to make on offer and other obligations set out in this Article.

All bona fide resolutions or decisions or use of discretionary or decision-making power made in accordance with this Article 13 shall be final and binding, and all bona fide actions taken by the Board of Directors or on behalf of the Board of Directors or on the basis of authorisations granted by the Board of Directors in accordance with this Article 13, shall be final and binding on all relevant parties concerned and cannot be challenged with respect to validity or any other grounds. The Board of Directors shall not be obligated to provide reasoning for its resolutions, decisions or notifications made in accordance with this Article 13.

Should half or more of the members of the Board of Directors have a conflict of interest or otherwise be unable to resolve on matters relating to this Article 13, the Board of Directors shall appoint an independent financial adviser to undertake the role of the Board of Directors for the purposes of the resolutions related to this Article. Such advisor must have relevant experience and a background in offer‑related matters. Such advisor shall in this respect have equivalent authority as those granted to the Board of Directors in this Article, unless the Board of Directors decides otherwise in connection with the appointment of the advisor, or otherwise.

This Article 13 of the Articles of Association ceases to apply in its entirety in the event that the shares of the company are admitted to trading on a regulated market as referred to in Chapter 2, Section 5 of the Finnish Securities Markets Act. Thereafter, the procedure for a public offer and an obligation to make an offer shall be determined in accordance with Chapter 11 of the Finnish Securities Markets Act.

Restriction on Number of Votes

In the event that a shareholder fails to comply with its obligation to make an offer as set out above, the shareholder is entitled to only exercise the share of votes attached to the shares it owns that do not reach or exceed the minimum offer threshold of 30 percent as defined above.

Annual General Meeting

The Annual General Meeting shall be held annually within six months from the end of the financial year.

The Annual General Meeting shall decide, among others, upon the approval of the financial statements, elections of members of the Board of Directors and the auditor and their remuneration. The Annual General Meeting also decides upon discharge of the Board of Directors and of the CEO from liability.

Extraordinary General Meetings in respect of specific matters must be held when considered necessary by the Board of Directors, or when requested in writing by the auditor of the company or by shareholders of the company holding at least 10 percent of all the shares of the company.

Extraordinary General Meeting 2023

Kempower Oyj’s Extraordinary General Meeting will be held on Monday, August 28, 2023, from 11:00 a.m. EEST.

The General Meeting will be held without a meeting venue using a remote connection in real time in accordance with Section 10 of the Articles of Association of the company and Chapter 5, Section 16, Subsection 3 of the Finnish Limited Liability Companies Act. Instructions for participation are set out in Part C of notice of the General Meeting.

Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are set out in Part C of the notice of the General Meeting.

Prior to the meeting, shareholders may submit questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act in writing on matters to be considered at the meeting by e-mail to yhtiokokous@kempower.com until 23 August 2023 at 10.00 hours (EEST). The management of the company will answer such questions submitted in writing in advance at the General Meeting.

Instructions for the participants in the General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on the record date of the General Meeting 16 August 2023 in the shareholders’ register of the company held by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his or her personal Finnish book-entry account, is registered in the shareholders’ register of the company.

Registration for the General Meeting starts on 28 July 2023. A shareholder, who is registered in the company’s shareholders’ register and who wants to participate in the General Meeting, must register for the meeting no later than 23 August at 10.00 hours (EEST) by which time the registration must be received. A shareholder can register for the General Meeting:

a) via this website from the link below.

Electronic registration requires strong identification of the shareholder or his or her legal representative or proxy with a Finnish or Swedish bank ID or mobile certificate.

b) by e-mail or mail.

Shareholders registering by mail or e-mail shall submit the registration form and advance voting form available on the company’s website https://investors.kempower.com/governance/ at the latest on 28 July 2023 or equivalent information to Innovatics Oy by mail to Innovatics Oy, General Meeting / Kempower Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by e-mail to egm@innovatics.fi.

When registering, please provide the requested information, such as the shareholder’s name, date of birth or business ID, contact information as well as the name of any assistant or proxy and the proxy’s date of birth. The personal data provided by shareholders to Kempower Corporation and Innovatics Oy will only be used in connection with the General Meeting and the processing of the necessary registrations related thereto.

Changes in shareholding after the record date do not affect the right to participate in the General Meeting or the number of votes of the shareholder.

Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9.00 hours (EEST) to 12.00 hours (EEST) and from 13.00 hours (EEST) to 16.00 hours (EEST).

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he or she would be entitled to be registered in the shareholders’ register held by Euroclear Finland Oy on the record date of the General Meeting 16 August 2023. The right to participate in the General Meeting requires in addition that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by 23 August 2023 by 10.00 hours (EEST). As regards nominee registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes of the shareholder.

A holder of nominee registered shares is advised to request without delay the necessary instructions regarding the temporary registration into the shareholder’s register, the issuing of proxy documents and voting instructions and the registration for the General Meeting as well as the remote participation and advance voting from his or her custodian bank. The account manager of the custodian bank shall temporarily register the holder of nominee registered shares, who wants to participate in the General Meeting, into the shareholders’ register of the company at the latest by the time stated above and, if necessary, arrange for advance voting on behalf of the holder of nominee registered shares before the end of the registration period for holders of nominee registered shares. Further information is also available on the company’s website at https://investors.kempower.com/governance/.

3. Proxy representatives and powers of attorney

Shareholders may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. A shareholder’s proxy may also vote in advance as described in this notice if he or she so wishes. The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which he or she will be able to register and vote in advance on behalf of the shareholder that he or she represents. The shareholder’s proxy must present dated proxy documents, or otherwise in a reliable manner prove that he or she is entitled to represent the shareholder at the General Meeting. It is possible to prove the right to representation by using the suomi.fi e-Authorisations service available in the electronic registration service.

A model proxy document and voting instructions are available on this website. If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.

Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Kempower Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by e-mail to egm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or his or her proxy shall register for the General Meeting in a manner described above in this notice.

4. Instructions for participation

Shareholders who have the right to participate in the General Meeting will participate in the meeting and exercise their rights during the meeting in full and in real time using a remote connection.

The remote connection to the General Meeting will be arranged through Inderes’ Virtual General Meeting service on the Videosync-platform, which includes a video and audio connection to the General Meeting. Participation in the remote meeting does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet which has speakers or headphones for sound reproduction and a microphone for asking oral questions or addressing the meeting. For participation, it is recommended to use the latest versions of the most common browsers in use, such as Chrome, Firefox, Edge, Safari or Opera.

A participation link and a password for remote participation will be sent by e-mail and/or text message to the e-mail address and/or mobile phone number provided in connection with the registration at the latest on the day before the date of the General Meeting. It is recommended to log into the meeting system already in good time before the starting time of the meeting.

Shareholders who have voted in advance may participate to the General Meeting through a remote connection if they so choose. The votes given by the advance voters will be taken into account regardless of whether the respective shareholder participates to the General Meeting through a remote connection or not. If such shareholder participates to the General Meeting, they have the option to change their vote from the advance votes given during the General Meeting in case of a vote.

More detailed instructions and information regarding participation, including information about the general meeting service, the service provider’s contact information and instructions for possible disruptions, can be found at internet address https://vagm.fi/support.

Please take into account that it is not possible to attend the meeting on-site.

If a proxy attends the meeting remotely on behalf of several shareholders, it is possible for the proxy to attend and vote on behalf of all the shareholders the proxy is representing at the same time and Innovatics Oy informs separately such proxies about the matter.

Regarding holders of nominee registered shares, if the shareholder or the shareholder’s proxy wishes to attend the meeting using a remote connection, please be in contact regarding the matter by e-mail at egm@innovatics.fi.

5. Advance voting

Shareholders whose shares in the company are registered in his or her personal Finnish book-entry account may vote in advance between 28 July 2023 and 23 August 2023 at 10.00 hours (EEST) on items 6 and 7 on the agenda.

a) via the this website from the link below

Login to the service is done in the same way as for registration in Part C.1. of this notice.

b) by e-mail by submitting the advance voting form available on the company’s website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Kempower Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by e-mail at egm@innovatics.fi. Advance votes must be received by the time the advance voting ends. The submission of votes in this way before the end of the registration and advance voting period shall be considered as registration for the General Meeting, provided that it contains the above-mentioned information required for registration.

A shareholder who has voted in advance cannot exercise the right to ask questions during the meeting or to demand a vote in accordance with the Finnish Limited Liability Companies Act unless he or she participates in the General Meeting himself or herself or by proxy using the remote connection.

With respect to holders of nominee registered shares, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee registered shares whom he or she represents in accordance with the voting instructions given by them during the registration period set for the holders of nominee registered shares.

Proposals for resolutions that are subject to the advance voting are deemed to have been made without any changes at the General Meeting. The conditions and other instructions of the electronic advance voting are available on the this website.

6. Other instructions/information

The language of the meeting is Finnish.

Shareholders present at the General Meeting have the right to ask questions at the General Meeting about the matters to be considered at the meeting in accordance with Chapter 5, Section 25 of the Finnish Limited Liability Companies Act.

On the date of the notice of the meeting 25 July 2023, Kempower Corporation has a total of 55.542.920 shares representing as many votes. The company holds on 25 July 2023 directly and through subsidiaries a total of 125.174 of its own shares which are not entitled to vote at the General Meeting.

Read the instructions and the notice in full: Notice of the Extraordinary General Meeting of Kempower Corporation

Electronic registration for the Extraordinary General Meeting here (opens July 28 2023)

Privacy Statement
Power of Attorney and Voting Instructions
Registration and Advance Voting Form

CV: Tuula Rytilä

Kempower Corporation Minutes of the Extraordinary General Meeting 2023

Board of Directors

Under Kempower’s articles of association, the Board of Directors of the company is composed of a minimum of four and a maximum of eight members. The term of office of a member of the Board of Directors of the company expires at the close of the annual general meeting of shareholders following his/her election.

The Board of Directors of Kempower has established an Audit Committee and a Nomination and Remuneration Committee. The Board of Directors of the company may consider establishing other committees in the future in order to function effectively taking into account the scope and nature of Kempower’s operations and the operating principles of the Board of Directors of the company.

Antti Kemppi

Chair of the Board, 2017–

b. 1978
Master’s degree in Accounting and Finance

Relevant work experience

CEO, Kempinvest Oy, 2005–
CEO, Kemppi-Yhtiöt Oy, 2012-2020
CEO, Kiinteistö Oy Uusikartano, 2019–

Positions of trust

Chair of the Board, Kemppi Group Oy, 2017-
Chair of the Board, Kiinteistö Oy Eagle Lahti, 2021–
Chair of the Board, Okeroisten Toimitilat Oy, 2020–
Chair of the Board, Craft Meats Oy, 2020–
Chair of the Board, Kempinnotkon Asunnot Oy, 2018–2022
Chair of the Board, Kempinpuiston Asunnot Oy, 2018–2022
Chair of the Board, Herralan Tontit Oy, 2018–2022
Chair of the Board, Potestas Oy, 2015–
Chair of the Board, Facultas Oy, 2012–
Chair of the Board, M Helsinki Oy, 2010–2022
Member of the Board, Kemppi Oy, 2006–
Member of the Board, Gelit Oy, 2019–2022
Member of the Board, Kiinteistö Oy Uusikartano, 2019–
Member of the Board, Kipinä Terveys Osuuskunta, 2018–2021
Member of the Board, Kempinvest Oy, 2017–
Member of the Board, M Helsinki Oy, 2022-
Member of the Board, Kemppi-Yhtiöt Oy, 2011-2022
Senior advisor, Dear Lucy Oy, 2016–
Founding member, Kasvuryhmä Suomi ry, 2015–
Member of the delegation, Päijät-Hämeen Vesijärvisäätiö sr, 2015–
Member of the Board, Volantes Oy, 2018–2021
Member of the Board, Svenska Handelsbanken AB (publ), Branch Operation in Finland, Lahti office, 2016–2017

Independent of the company, not independent of the company’s significant shareholders.

Holding: 17,501 shares
Indirect ownership: Kempinvest Oy. Kempinvest Oy owns 348,432 shares. Voting majority in Facultas Oy. Facultas Oy owns 17,501 shares. Voting majority in Potestas Oy. Potestas Oy owns 17,501 shares.

Vesa Laisi

Vice Chair of the Board, Member of the Board, 2021–

b. 1957
M.Sc. in Electronics; Master of Science in Economics

Relevant work experience

President, Danfoss Drives, Danfoss A/S, 2015–2022
CEO, Vacon Plc, 2002–2014

Positions of trust

Danfoss Group Executive Team member 2015 – 2022
Advisor for the Board, Wirepas Oy, 2017–

Independent of the company and independent of the company’s significant shareholders.

Holding: 31,097 shares

Teresa Kemppi-Vasama

Member of the Board, 2018–

b. 1970
Master’s degree in Political Science; MBA

Relevant work experience

CEO, Kemppi-Yhtiöt Oy, 2020–
CEO, Lomapilke Oy, 2010–2019
CEO, Kemppi Oy, 2017
Director, strategy and development, Finnish Red Cross, 2006–2009

Positions of trust

Chair of the Board, Kemppi Oy, 2014–
Chair of the Board, Auro Invest Oy, 2007–
Vice Chair of the Board, Kemppi-Yhtiöt Oy, 2020–
Vice Chair of the Board, Lappeenranta Lahti University of Technology, 2018–
Vice Chair of the Board, Lahden Teollisuusseura ry, 2014–
Member of the Board, Cargotec Corporation, 2017–
Member of the Board, Kemppi Group Oy, 2012–
Member of the Board, Kiinteistö Oy Eagle Lahti, 2021–
Member of the Board, Okeroisten Toimitilat Oy, 2020–
Member of the Board, Viipurin Taloudellinen Korkeakouluseura ry (VITAKO), 2020–
Member of the Board, Kempinnotkon Asunnot Oy, 2018–
Member of the Board, Kempinpuiston Asunnot Oy, 2018–
Member of the Board, Herralan Tontit Oy, 2018–
Member of the Board, Ferax Oy, 2009–
Vice member of the Board, Technology Industries of Finland, 2020–
Chair of the representative assembly, Perheyritysten liitto ry, 2021–Member of the representative assembly, Liikesivistysrahaston Kannatusyhdistys ry, 2019–
Member of the representative assembly, Perheyritysten liitto ry, 2015–
Member of the representative assembly, Lahden Teollisuusseuran Säätiö sr, 2014–
Member of the representative assembly, Päijät-Hämeen Vesijärvisäätiö sr, 2011–
Chair of the Board, Kemppi-Yhtiöt Oy, 2012–2020
Member of the Board, Kemppi Kiinteistöt Oy, 2012–2019
Member of the Board, Lomapilke Oy, 2010–2019
Chair of the Board, Association for Finnish Work, 2015–2018

Independent of the company, not independent of the company’s significant shareholders.

Holding: 17,501 shares
Indirect ownership: Majority owner of Auro Invest Oy. Auro Invest Oy owns 48,780 shares.

Tero Era

Member of the Board, 2020–

b. 1977
Master’s degree in Marketing; MBA

Relevant work experience

Unit director, Puhti Lab Oy, 2020–
CEO and Co-founder, Puhti Lab Oy, 2018–2020
Country Manager, Fortum Charge & Drive Finland, 2017–2018
Head of Communications, Solar, Wind and New Ventures, Fortum Corporation, 2016–2017

Positions of trust

Vice chair of the eMobility branch group, Technology Industries of Finland, 2017–2018

Independent of the company and independent of the company’s significant shareholders.

Holding: 8,710 shares

Olli Laurén

Member of the Board, 2023–

MBA – INSEAD
Nationality: Finnish and American

Relevant work experience

Egon Zehnder, 2001-
Senior Adviser/Managing Partner (present)
Global Head, Machinery & Industrial Technology Practice
Managing Partner, Calgary and Helsinki

CEO, Arnold’s Bakery & Café, Helsinki,  Finland, 1996 – 2001

Positions of trust

Chairman, Arnold’s Bakery & Café, Helsinki,  Finland, 1996 – 2006

Independent of the company and independent of the company’s significant shareholders.

Holding: 2,050 shares

Kimmo Kemppi

Member of the Board, 2021–

b. 1972
Bachelor’s degree in Business Administration

Relevant work experience

Director, Kemppitalli Oy, 2013–

Positions of trust

Chair of the Board, Go-Parts Oy, 2012–
Member of the Board, Argeia Oy, 2021–
Member of the Board, Kiinteistö Oy Lahden Kivirannankatu 2, 2021–
Member of the Board, Stuteri Kemppi AB, 2021–
Member of the Board, Kemppi Stables Inc., 2013–
Member of the Board, KMKMK OÜ, 2012–
Member of the Board, Kemppi-Yhtiöt Oy, 2011–
Member of the Board, Kemppi Group Oy, 2011–
Member of the Board, Kemppitalli Oy, 1999–
Member of the Board, Kimmoke Oy, 1991–
Vice member of the Board, Ferax Oy, 2012–
Vice member of the Board, Kiinteistö Oy Lahden Kivirannankatu 2, 2019–2021
Member of the Board, Kemppi-Kiinteistöt Oy, 2011–2018

Independent of the company, not independent of the company’s significant shareholders.

Holding: 56,620 shares
Indirect ownership: Owns Kimmoke Oy. Kimmoke Oy owns 25,261 shares. Owns Kemppitalli Oy through Kimmoke Oy. Kemppitalli Oy owns 25,261 shares.

Eriikka Söderström

Member of the Board, 2021–

b. 1968
Master of Science in Economics

Relevant work experience

CEO, Ab Börsligan Oy, 2005–
CFO, F-Secure Corporation, 2017–2021
CFO, KONE Corporation, 2014–2016
CFO, Vacon Plc, 2009–2013

Positions of trust

Member of the Board, Amadeus IT Group, 2022–
Member of the Board, NV Bekaert SA, 2020–
Member of the Board, Valmet Corporation, 2017–

Independent of the company and independent of the company’s significant shareholders.

Holding: 29,181 shares

Tuula Rytilä

Member of the Board, 2023–

b. 1967
M.Sc. in Economics

Relevant work experience

Corporate Vice President, Microsoft Digital Stories, Microsoft Corporation (2016-2023)
Corporate Vice President, Post-Sale Monetization, Microsoft Corporation (2015-2016)
Corporate Vice President, Devices Marketing, Microsoft Corporation(2014-2015)

Chief Marketing Officer, Nokia Oyj (2012-2014)
SVP, Smart Devices Portfolio & Business Management, Nokia Oyj (2011-2012)
VP, Location Services, Nokia Oyj (2010-2011)
Management Positions, Nokia Oyj (1999-2009)

Positions of Trust

Breville Group Ltd., Member of the Board, 2023 –
eBrands, Member and Advisor of the Board of Directors, 2023 –
Bang & Olufsen, Member of the Board, 2019 –
National Nordic Museum, Member of the Board of Trustees, 2019 –

Independent of the company and the company’s significant shareholders.

Holding: 0 shares

Management Team

The Board of Directors appoints and dismisses the CEO, decides on the financial benefits and other terms of the employment within the valid remuneration policy presented to the Annual General Meeting, and supervises the CEO’s operations. The CEO is responsible for managing Kempower’s operations in accordance with the instructions and regulations issued by the company’s Board of Directors.

The CEO is responsible for the day-to-day administration and daily management of the company in accordance with the Companies Act and the instructions and regulations issued by the Board of Directors. The company’s management team supports the CEO in handling operational matters.

Tomi Ristimäki

Chief Executive Officer (CEO)

Member of the management team, 2019–

b. 1975
Master’s degree in Electrical Engineering

Related work experience

Sales Director, OEM, Danfoss Editron Oy, 2017–2019
Director, Sales and Marketing, Visedo Oy, 2011–2017
Product Manager, Honeywell GmbH, 2007–2011
Sales, Marketing and Product development management roles, Vacon Plc, 2000–2007

Key positions of trust

Member of the Board Etteplan Oyj 2023-
Member, Transportation Committee, The Finland Chamber of Commerce 2023-
Member of the Board, eMobility branch group of Technology Industries of Finland, 2020–

Holding: 24,479 shares

Jukka Kainulainen

Chief Financial Officer (CFO)

Member of the management team, 2021–

b. 1982
Master’s degree in Economics

Relevant work experience

CFO, Biohit Oyj, 2018–2021
Head of Controlling team, CGI Finland Ltd, 2017–2018
Head of Group Financial planning and analysis team, Affecto Ltd, 2016–2017
Business controller, Capgemini Finland Oy, 2013–2016
Controller and Financial management roles, TietoEVRY Corporation, 2008–2013

Holding: 19,302 shares

Sanna Otava

Chief Operating Officer (COO), 2021–

Member of the management team 2019–

b. 1975
Master’s degree in Energy Technology

Relevant work experience

Director, Operations, Kempower, 2019–2021
Business Development Manager, Kemppi Oy, 2008–2019
Business Development Manager, Digita Oy, 2000–2008

Holding: 9,583 shares

Jussi Vanhanen

Chief Markets Officer (CMO)

Member of the management team, 2021–

b. 1972
Master of Science in Electrical Engineering

Related work experience

Vice President, Sales and Marketing, Efore Oyj (now Enedo Plc), 2018–2021
Business Unit director, Ensto Ltd, 2017–2018
Program Director, Finpro Oy (now Business Finland Oy) 2016–2017
Marketing director, The Switch Drive Systems Ltd, 2007–2016
Sales Director, ABB Oy, 1998–2007

Holding: 2,371 shares

Mikko Veikkolainen

Chief Technology Officer (CTO)

Member of the management team, 2019–

b. 1970
Master’s degree in Mechanical Engineering; Certification in Welding Engineering

Relevant work experience

Director, Research & Innovation, Kemppi Oy, 2017–2018
Vice President, Research, Development and Innovation, Kemppi Oy, 2009–2017
Vice President, Innovation and business development, Kemppi Oy, 2008–2009
Business Development and Technology management roles, Kemppi Oy, 2004–2008
Research and Development Manager, Kvaerner Masa-Yards Inc. (now STX Europe AS), 1998–2004

Key positions of trust

Chairman of the Board, Weldwatch Oy, 1994–2021
Member of the Board, JPP Soft Oy, 2009–2017
Chairman of the Board, The Robotics Society in Finland, 2004–2006

Holding: 18,928 shares

Tommi Liuska

Chief Sales Officer (CSO) 2020–

Member of the management team, 2019–

b. 1977
Master’s degree in Industrial Engineering and Management

Relevant work experience

Director, Business Development, Kempower, 2019–2020
Sales and Marketing Director, Smart Buildings Business Unit, Ensto Ltd, 2018–2019
Sales and Marketing Director, Electrification Business Unit, Ensto Ltd, 2016–2018
Sales and Marketing Director, Industrial Solutions Business Unit, Ensto Ltd, 2015–2016
Sales and Operations management roles, Ensto Ltd, 2009–2014
Project Manager, Salcomp Plc, 2007–2009
Project Manager, Ensto Ltd, 2006–2007
Project Manager, Cencorp Oyj (now Valoe Corporation), 2005–2006

Holding: 17,937 shares

Juha-Pekka Suomela

Chief Service Business Officer (CSBO)

Member of the management team, 9/2022–

b. 1974
Master of Science, Economics and Business Administration
Bachelor of Science, Electrical Engineering

Relevant work experience

Director, Global Centers of Excellence, Danfoss Drives, 2015–2022
Director, Product Support, Solutions & Services, Vacon Drives Finland, Vacon Plc, 2010–2015
Account management and marketing roles, Vacon Plc, 2001–2010

Holding: 3,206 shares

Paula Savonen

Vice President, Communications

Member of the extended management team, 2021-

b. 1976
Master’s degree in Forest Economics and Marketing

Relevant work experience

Manager, Marketing & Communications, Kempower, 2021
Acting Head of Communications, Forest Division, Stora Enso Oyj, 2020–2021
Communications Manager, Forest Division, Stora Enso Oyj, 2019–2021
Team leader, content strategist & partner, Differo Oy, 2017–2019
Marketing manager, UPM Biorefining, UPM-Kymmene Corporation, 2014–2017
Team Leader, Media Relations & External Communications, UPM-Kymmene Corporation, 2011–2014
Communications management roles, UPM-Kymmene Corporation, 2005–2011

Key positions of trust

Member of the Board, Differo Oy, 2019

Holding: 7,759 shares

Petri Korhonen

Chief Engineer

Member of the extended management team, 2019–

b. 1967
Master’s degree in Electrical Engineering

Relevant work experience

Director, Projects, Kempower, 2017–2019
Technology Manager, Kemppi Oy, 2008–2017
Director, Projects, Kempower Oy, 2004–2008
Technology Manager, Kempower Oy, 1998–2004

Holding: 9,434 shares

Sanna Lehti

General Counsel

Member of the extended management team, 11/2022-

b. 1972
Master of Laws

Relevant work experience

General Counsel, Tikkurila Oyj, 2019-2022
General Counsel, Maillefer Group, 2016-2019
Head of Legal, Ramirent, 2011-2016
Legal Counsel & Senior Legal Counsel, Cargotec Oyj, 2007-2011
Corporate Counsel, Kesko Agro Group, 2003-2007

Holding: 71 shares

Hanne Peltola

Vice President, People and Culture

Member of the Extended Management Team, June 2023-

Executive Master of Business Administration (eMBA), Aalto University Executive Education, 2014
Master of Social Sciences, Jyväskylä University, 1998.
University Diploma in Social Psychology, University of Kent, UK, 1995-96

Relevant work experience

Vice President, Human Resources, Valmet Flow Control business line, 2022-2023
Senior Vice President, Human Resources, Neles Oyj, 2020-2022
Vice President HR, Region HR EMEA and Valves Business Area, Metso Oyj, 2016-2020
Group HR Director, Paroc Group Oy, 2015-2016
Director, Human Resources, Outotec Oyj, 2010-2015
Roles in Human Resources in Larox Oyj and UPM-Kymmene Oyj in 2001-2010.

Remuneration

Board of Directors

The Annual General Meeting makes the final decision on the remuneration of the Board of Directors annually. Kempower’s Remuneration and Nomination Committee prepares the remuneration policy and any material changes to it, and the Board of Directors approves it for presentation to the Annual General Meeting. The remuneration policy will be presented at the company’s Annual General Meeting, for the first time in 2022. Kempower’s remuneration policy is presented at the company’s Annual General Meeting at least every four years and whenever significant changes are proposed.

Kempower’s Remuneration and Nomination Committee prepares proposals for the remuneration of all members of the Board of Directors, and the Annual General Meeting makes the final decision on the remuneration of the Board of Directors annually.

The remuneration report will be presented annually at the company’s Annual General Meeting, starting in 2022.

CEO and the management team

The Board of Directors determines the remuneration paid and the basic principles of remuneration for the CEO and the other members of the management team. The remuneration paid to the CEO and the other members of the management team consists of a monthly salary and bonus. In addition, the entire Kempower personnel has a performance pay incentive programme (short term incentive) that includes company level targets combined with individual targets. Kempower is also considering an option programme for Kempower’s management team and key employees, which would be launched after the First North Listing.

Further information regarding the remuneration of the Board of Directors, the CEO and the other members of the management team:

The remuneration report

• Kempower remuneration report 2021

The remuneration policy

• Kempower remuneration policy

The remuneration of other members of the Management Team

• The remuneration of other members of the Management Team in 2021

Insider Management

Kempower complies with the requirements of the Market Abuse Regulations in its insider information and insider management. In addition, the company complies with the insider information approved by the company’s Board of Directors.

In its communications, Kempower complies with Finnish legislation, the provisions of the Market Abuse Regulation (EU No. 596/2014, “MAR”), the applicable rules and guidelines of Nasdaq Helsinki Oy and the guidelines of the European Securities and Markets Authority (ESMA) and the Financial Supervisory Authority. The company complies with its internal rules and instructions and, voluntarily, also with the Finnish Corporate Governance Code.

Kempower’s CFO is responsible for overseeing insider matters. He is responsible for e.g. that insiders are aware of insider regulations and that they comply with trading restrictions.

Read more about Kempower’s Disclosure policy.

Risk Management

Kempower’s risk management is guided by the risk management policy approved by the company’s Board of Directors. The goal of risk management is to ensure the implementation of the company’s strategy.
This requires that:

• information is available on the uncertainties, risks and opportunities associated with the objectives and activities;
• there are synchronised and effective methods for identifying, assessing and managing risks and their consequences;
• willingness to take risks is in proportion with the capacity to absorb risk.
• taking risks is in proportion with intended benefits; and
• risk reporting is part of other management reporting

Risk management is a systematic activity aimed at ensuring the comprehensive and appropriate identification, assessment, management and control of risks. It is an integral part of the company’s strategy process, decision-making, day-to-day management and operations, and control and reporting procedures in all operating countries.

Auditors

According to the Articles of Association, the Company must have an auditor, which is an audit firm approved by the Finnish Patent and Registration Office. The auditor’s term of office ends at the end of the first Annual General Meeting following the election.

The Board of Directors prepares a proposal for the election of the auditor and the auditor’s fee for the General Meeting, and the General Meeting elects the Company’s auditor and decides on the auditor’s fee.

Kempower’s statutory auditor is Ernst & Young Oy, Authorised Public Accountants, with Authorised Public Accountant Toni Halonen as the auditor with principal responsibility. Toni Halonen is registered in the Finnish Register of Auditors pursuant to Chapter 6, Section 9 of the Finnish Auditing Act (1141/2015).

Certified Advisor

Aktia Alexander Corporate Finance Oy will act as the company’s certified adviser referred to in the Nasdaq First North Growth Market Rulebook.

Aktia Alexander Corporate Finance Oy
Pohjoisesplanadi 37 A
FI-00100 Helsinki
tel. +358 50 520 4098