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 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


Kempower Corporation Minutes of the Extraordinary General Meeting 2024

 

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)