Governance

Governance

Kempower is a public limited liability company registered in Finland and its shares are listed on the Nasdaq First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Ltd. The company’s domicile is in Lahti.

The responsibilities and obligations of Kempower’s management bodies are determined in accordance with Finnish law. The company’s decision-making and administration comply with the Companies Act (624/2006 as amended), the company’s Articles of Association, these corporate governance principles and the Nasdaq First North Growth Market Rulebook’s rules, securities market legislation and other applicable regulations.

Kempower operates in accordance with the principles of good corporate governance and voluntarily complies with the Finnish Corporate Governance Code. The Corporate Governance Code is available in its entirety at www.cgfinland.fi.

Corporate Governance statement

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.

Annual General Meeting 2022

Kempower Corporation’s Annual General Meeting is was held on 13 April 2022 at Miltton House at the address Sörnäisten rantatie 15, 00530 Helsinki, Finland.

The Board of Directors of the company had resolved on the exceptional meeting procedure based on the Act on temporary deviation from the Finnish Limited Liability Companies Act 375/2021 (“Temporary Act”) which came into force on 8 May 2021. The Board of Directors of the company had resolved to take the measures allowed by the Temporary Act in order that the General Meeting can be held in a predictable manner while ensuring the health and safety of the shareholders, employees and other stakeholders of the company.

Meeting Materials

Important dates

  • 24 March at 16.00 – Shareholders counterproposals deadline
  • 28 March at 10.00 – Shareholders counterproposals to be published at the latest
  • 28 March at 10.00 – Proxy and voting instruction template available at the latest
  • 28 March at 10.00 – The deadline for submitting counterproposals subject for voting
  • 28 March at 10.00 – Registration for the meeting and advance voting begin
  • 30 March at 16.00 – Shareholders questions with respect to the matters to be considered at the General Meeting
  • 1 April – Annual General Meeting record date
  • 4 April at 16.00 – The answers of the company’s management to shareholders questions and any counterproposals that have not been placed for a vote to be published at the latest
  • 8 April at 10.00 – Registration for the General Meeting and voting ends
  • 8 April by 10.00 – Holders of nominee registered shares temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest
  • 13 April starting at 17.00 – The Annual General Meeting
  • 13 April starting at 18.00 – Investor Meeting
  • 27 April – The minutes of the General Meeting available on the website.

Instructions for the participants in the General Meeting

Shareholders may participate in the General Meeting and exercise their shareholder rights only by voting in advance as well as by submitting counterproposals and asking questions in advance in accordance with the instructions set out below. Proxy representatives shall also vote in advance in accordance with the manner set out below. The shareholders or their proxy representatives cannot participate in the meeting at the meeting venue. The General Meeting is not videoed.

Each shareholder, who is registered on 1 April 2022 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. The shareholder or his or her proxy representative may participate in the General Meeting only by voting in advance as set out below as well as by submitting counterproposals and asking questions in advance.

Registration for the meeting and advance voting will begin on 28 March 2022 at 10.00 hours (EEST) when the deadline for submitting counterproposals subject for voting has passed. A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the General Meeting by voting in advance, must register for the General Meeting and vote in advance by 8 April 2022 at 10.00 hours (EEST) by which time the registration and votes must have arrived.

The requested information, such as the shareholder’s name, date of birth and contact information, must be provided in connection with the registration. The personal data given to Kempower Corporation or Innovatics Oy by shareholders will only be used in connection with the General Meeting and with the processing of related necessary registrations.

A shareholder, whose shares are registered on his or her Finnish book-entry account, can register and vote in advance on certain matters on the agenda of the General Meeting from 10.00 hours (EEST) on 28 March 2022 until 10.00 hours (EEST) on 8 April 2022 by the following means:

a) Through a registration link

Online registration and voting in advance require that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.

b) By regular mail or email

A shareholder may send the advance voting form available on the company’s website or corresponding information to Innovatics Oy by regular mail to the address Innovatics Oy, Annual General Meeting / Kempower Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email at agm@innovatics.fi

A shareholder’s advance votes will be taken into account if the shareholder provides a duly populated and signed advance voting form and the required appendices, if any, in accordance with the instructions set out on the form before the expiry of the registration and advance voting period. Sending in a duly populated advance voting form as set out above will be deemed to constitute both registration and voting in advance.

Additional information on the registration and advance voting is available during the registration period of the General Meeting by telephone at +358 10 2818 909 on business days from 9.00 hours (EEST) until 12.00 hours (EEST) and from 13.00 hours (EEST) until 16.00 hours (EEST).

Proxy representative and powers of attorney

Shareholders may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. Proxy representatives shall also vote in advance in accordance with the manner set out in this notice.

Proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder they represent. Proxy representatives shall produce a dated proxy document or otherwise demonstrate their right to represent the shareholder at the General Meeting in a reliable manner. Statutory right of representation may be demonstrated by using the suomi.fi e-Authorisations service which is in use in the online registration service. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Proxy and voting instruction template

The proxy representative of a shareholder shall deliver duly populated and signed proxy documents together with the signed and duly populated advance voting form in accordance with the instructions set out in the form as an attachment in connection with the electronic registration and advance voting or alternatively to Innovatics Oy by regular mail to Innovatics Oy, Annual General Meeting / Kempower Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi before the end of the registration and advance voting period, by which time the proxy documents must have arrived.

Only delivering proxy documents to the company or Innovatics Oy does not result in the shareholder’s advance votes being taken into account. The successful registration of a shareholder and the shareholder’s advance votes also requires that the proxy representative registers the shareholder and votes in advance on behalf of the shareholder in the manner set out in this notice.

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 on the record date of the General Meeting, i.e. on 1 April 2022, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. 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 8 April 2022 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 do not affect the right to participate in the meeting or the number of voting rights held in the meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholder’s register of the company, the issuing of proxy documents and registration for the General Meeting from his or her custodian bank. The account management organization of the custodian bank shall temporarily register a 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 arrange voting in advance on behalf of the holder of nominee registered.

Submitting counterproposals and asking questions in advance

Shareholders who hold at least one hundredth of all the shares in the company are entitled to make counterproposals subject for voting to the agenda items of the General Meeting. Such counterproposals shall be delivered to the company by email to agm@innovatics.fi no later than by 24 March 2022 at 16.00 hours (EET). The shareholders submitting counterproposals shall provide sufficient evidence on their shareholding when delivering a counterproposal. The counterproposal shall be considered at the General Meeting if the shareholder is entitled to attend the General Meeting and if the shareholder holds at least one hundredth of all the shares in the company on the record date of the General Meeting. In case a counterproposal is not taken to be considered in the General Meeting, the votes given for the counterproposal shall be disregarded. The company shall publish possible counterproposals subject to voting on the company’s website at the latest on 28 March 2022 at 10.00 hours (EEST).

A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the General Meeting by email at agm@innovatics.fi until 30 March 2022 at 16.00 hours (EEST). Such questions from shareholders, the answers of the company’s management to them and any counterproposals that have not been placed for a vote will be available on the company’s website at https://investors.kempower.com/governance/annual-general-meeting at the latest by 4 April 2022 at 16.00 hours (EEST). In connection with asking questions and making counterproposals, shareholders are required to provide sufficient evidence of their shareholding.

Counterproposals or questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the General Meeting were not submitted to the company.

Investor meeting

The company will arrange an Investor Meeting which is open to all after the Annual General Meeting on 13 April 2022 starting at 18.00 hours (EEST). At the Investor Meeting, the management of the company will give an overview of the business and strategy of the company. Participants can ask questions during the Investor Meeting or by email by delivering them to the address investors@kempower.com before the Investor Meeting. The Investor Meeting is not part of the General Meeting.

It is possible to participate in the Investor Meeting physically or online. The physical Investor Meeting will be held at Miltton House at the address Sörnäisten rantatie 15, 00530 Helsinki, Finland. In order to participate in the Investor Meeting physically, the participation needs to be registered by 8 April 2022. The company reserves the right to limit the number of persons participating in the physical Investor Meeting if the coronavirus situation and the health and safety of the participants so requires. It is possible to follow the Investor Meeting virtually through the following address: www.worksup.com/kempower. The presentation materials will be available on the company’s website at https://investors.kempower.com/ at the latest on 13 April 2022.

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

Chairman of the Board, 2018–

b. 1978
Master’s degree in Accounting and Finance

Relevant work experience

CEO, Kiinteistö Oy Uusikartano, 2019–
CEO, Potestas Oy, 2015–
CEO, Facultas Oy, 2012–
CEO, Kempinvest Oy, 2005–
Senior advisor, Dear Lucy Oy, 2016–

Positions of trust

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–
Chair of the Board, Kempinpuiston Asunnot Oy, 2018–
Chair of the Board, Herralan Tontit Oy, 2018–
Chair of the Board, Kemppi Group Oy, 2017–
Chair of the Board, Potestas Oy, 2015–
Chair of the Board, Facultas Oy, 2012–
Chair of the Board, M Helsinki Oy, 2010–
Member of the Board, Gelit Oy, 2019–
Member of the Board, Kiinteistö Oy Uusikartano, 2019–
Member of the Board, Kipinä Terveys Osuuskunta, 2018–
Member of the Board, Kempinvest Oy, 2017–
Member of the Board, Kemppi Oy, 2006–
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: Majority owner of 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.

Teresa Kemppi-Vasama

Vice Chair of the Board, 2020–

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

Juha-Pekka Helminen

Member of the Board, 2020–

b. 1971
Master’s degree in Engineering, Industrial Management; EMBA

Relevant work experience

Director, Digital Ecosystem, Valmet Corporation, 2017–
CEO, SEED Consulting Oy, 2012–

Positions of trust

Member of the Board, SEED Consulting Oy, 2012–
Member of the Board, Bumbs Oy, 2006–
Member of the Board, Enermix Oy, 2016–2018

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

Holding: 17,501 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.

Vesa Laisi

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–
CEO, Vacon Plc, 2002–2014

Positions of trust

Advisor for the Board, Wirepas Oy, 2017–

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

Holding: 31,097 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

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, 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: 18,916 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: 9,234 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: 2,000 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: 18,594 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: 18,840 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, 2012–2015
Account management and marketing roles, Vacon Plc, 2003–2010

Holding: 3,059 shares

Paula Savonen

Communications Director

Member of the 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: 7,566 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: 9,230 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: no shares

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

The remuneration policy

The remuneration of other members of the Management Team

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