Governance

General Meeting

Annual General Meeting

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

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

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

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

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

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

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

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

Notice is given to the shareholders of Kempower Corporation of the Annual General Meeting to be held on Wednesday 7 May 2025 starting at 14.00 hours (EEST) at Malski, a cultural center, in meeting premises Sammiosali at the address Päijänteenkatu 9, 15140 Lahti, Finland. The reception of those who have registered for the meeting and the distribution of voting tickets will commence at the meeting venue at 13.00 hours (EEST).

Registration, voting and remote participation

The registration period for the General Meeting and advance voting commences on 15 April 2025 at 14.00 hours (EEST). A shareholder who is registered in the shareholders’ register of the Company and wishes to participate in the General Meeting shall register for the meeting no later than 2 May 2025 10:00 hours (EEST), by which time the registration must be received. A shareholder can register for the General Meeting and vote in advance:

  • via this website at latest 15th of April 2025. Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish, or Danish bank ID, or a mobile certificate;
  • shareholders registering by mail or e-mail shall submit the registration form and advance voting form available on this website starting from 15 April 2025 at 14.00 hours (EEST) or equivalent information to Innovatics Oy by mail to Innovatics Oy, General Meeting / Kempower Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi.

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

The shareholder, his or her representative, or proxy must be able to prove his or her identity and/or right of representation at the meeting if necessary.

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).

Right to participate

Each shareholder, who is registered on the record date of the General Meeting 24 April 2025 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.

A shareholder who is entitled to attend the General Meeting may also follow the meeting remotely. A shareholder can register for following the webcast via this website between 15 April 2025 at 14.00 hours (EEST) and 2 May 2025 at 10.00 hours (EEST).

It is not possible to ask questions referred to in the Finnish Limited Liability Companies Act, make counterproposals, address the meeting, or vote via the webcast. Following the meeting via the webcast shall not be considered as participation in the General Meeting or as the exercise of shareholders’ rights. Shareholders following the webcast may ask questions or make comments in writing during the meeting. Shareholders should note that only following the General Meeting via the webcast does not constitute participation in the meeting if the shareholder has not voted in advance in the manner set out in this notice of the meeting.

  • Remote connection to the General Meeting will be provided through Inderes Plc’s virtual general meeting service on the Videosync platform, which includes video and audio connection to the General Meeting. Using the remote connection does not require any paid software or downloads. In addition to an internet connection, following requires a computer, smartphone or tablet with speakers or headphones for sound. One of the following browsers is recommended for following: Chrome, Firefox, Edge, Safari, or Opera.
  • The link and password for remote following will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all those who have registered for the General Meeting no later than the day before the General Meeting. For more information on the general meeting service, contact details of the service provider and instructions in case of possible disruptions can be found here: https://b2b.inderes.com/knowledge-base/inderes-agm-solutions. A link to test the compatibility of a computer, smartphone or tablet with the network connection can be found here: https://demo.videosync.fi/agm-compatibility?language=en. It is recommended that the detailed instructions are read before the meeting.

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-Authorizations service available in the electronic registration service. Shareholders can use the electronic Suomi.fi authorization service as an alternative to the traditional proxy for authorizing a representative. The representative is nominated in the Suomi.fi service at https://www.suomi.fi/e-authorizations (authorization matter “Representation at the General Meeting”). In the General Meeting service, the authorized representative must identify themselves with strong electronic identification during registration, after which the electronic authorization is automatically verified. Strong electronic identification is done using bank credentials or a mobile certificate. More information about electronic authorization is available at https://www.suomi.fi/e-authorizations.

A model proxy document and voting instructions are available on this website starting from 15 April 2025 at 14.00 hours (EEST) at the latest. 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, FI-00520 Helsinki, Finland or by e-mail to agm@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.

Questions

Shareholders present at the General Meeting have the right to ask questions about the matters to be considered at the meeting in accordance with Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Shareholders may also submit questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act about matters to be considered at the meeting until 2 May 2025 at 10.00 hours (EEST) in connection with the electronic registration or by e-mail to yhtiokokous@kempower.com. The management of the company will answer such questions submitted in writing in advance at the General Meeting. When asking the question, the shareholder must provide sufficient evidence of his or her shareholding.

Holders of nominee registered shares

Instructions of the nominee-registered shareholders can be found at the AGM notice.

Registration to Annual General Meeting and advance voting


Notice to Annual General Meeting
Privacy Notice
Registration and Advance Voting Form
Power of Attorney and Voting Instructions

CV: Michael Hajesch

Corporate Governance Statement 2024

Annual Report 2024

Remuneration Report 2024
ESEF Financial Statements 2024

 

Notice is given to the shareholders of Kempower Corporation of the Extraordinary General Meeting to be held on 8 July 2024 at 10 hours (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.

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 26 June 2024. 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 3 July 2024 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 in the shareholder’s register, issuing of proxy documents and voting instructions, registration for and attendance at the General Meeting as well as advance voting if necessary, 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.

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.

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 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 eAuthorizations 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, FI-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 in the notice.

Advance voting

A shareholder whose shares in the company are registered in his or her personal Finnish book-entry account may vote in advance by 3 July 2024 at 10.00 hours (EEST) on items 6, 7 and 8 on the agenda

  • electronically, via the registration link available on this website, on the registration site, and the conditions and other instructions of the electronic advance voting are available on the registration site,

or

  • by mail or by e-mail by submitting the advance voting form available on this website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Kempower Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to 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 information required for registration set out in the notice.

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.

More detailed instructions on registration, participation and other matters can be found in the notice.

Registration to Extraordinary General Meeting

Notice of the Extraordinary General Meeting of Kempower Corporation
Privacy Notice
Registration and Advance Voting Form
Power of Attorney and Voting Instructions

CV: Barbara Thierart-Perrin

 

Annual General Meeting 2024

The Annual General Meeting of Kempower Corporation was held on Wednesday 27 March 2024 starting at 14.00 hours (EET) at the Lahti Sibelius Hall, meeting premises Carpenter’s Workshop at the address Ankkurikatu 7, 15140 Lahti, Finland.

Materials

Notice to Annual General Meeting
Notice to Annual General Meeting – Appendix 1
Privacy Notice
Power of Attorney and Voting Instructions
Registration and Advance Voting Form
Annual Report 2023
Remuneration Report 2023
Corporate Governance Statement 2023

Kempower Corporation Minutes of the Annual General Meeting 2024

CEO’s review (in Finnish)