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

Annual General Meeting 2023

Kempower Oyj’s Annual General Meeting will be held on Thursday, March 30, 2023, from 2:00 p.m. in Lahti’s Sibelius Hall, meeting room Puusepän Verstas at Ankkurikatu 7, 15140 Lahti. Reception of those registered for the meeting and distribution of voting tickets at the meeting place will start at 13:00. The company’s shareholders and their proxies can participate in the meeting and exercise the shareholder’s right to vote also by voting in advance.

Shareholders have the opportunity to follow the general meeting via webcast. The webcast will start on 30 March 2023 at 14:00. Shareholders are asked to note that following the meeting via webcast does not mean participation in the Annual General Meeting, and that it is not possible for the shareholder to use the right to question and vote in the Annual General Meeting via webcast according to the Limited Liability Companies Act. You can register as a follower of the online webcast via the registration link found on this page.

Registration and early voting is open to shareholders who have a Finnish share account between March 9 and March 27, 2023 at 10:00 a.m. in the following ways:

• Electronically on Kempower’s website via the link published on this page

  • In electronic registration, strong identification of the shareholder or his legal representative or agent is required with Finnish or Swedish bank IDs or a mobile certificate.
  • On the website, you can register and vote in advance on behalf of another person or company with a proxy or using suomi.fi credentials. If a power of attorney is used, it must be attached to the service when registering and voting in advance.
  • Electronic registration together with advance voting is considered participation in the general meeting.

• By delivering the registration and advance voting forms or similar information available on this page to Innovatics Oy either by mail to Innovatics Oy, General Meeting / Kempower Oyj, Ratamestarinkatu 13 A, 00520 Helsinki or by e-mail to agm@innovatics.fi.

  • If the shareholder participates in the general meeting by submitting advance votes by mail or email to Innovatics Oy, submitting votes before the end of the deadline for registration and advance voting is considered participation in the general meeting, provided that the shareholder’s message contains the information required for registration mentioned on the registration and advance voting form.

Registration and early voting is possible for owners of nominee registered shares between March 9 and March 27, 2023 at 10:00 a.m. as stated in the meeting invitation.

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 20 March 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 27 March 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 in the shareholder’s register, the issuing of proxy documents and voting instructions, registration, and attendance at the General Meeting as well as advance voting from his or her custodian bank.

Shareholders can ask questions referred to in chapter 5, section 25 of the Limited Liability Companies Act about the matters to be discussed at the meeting, also in writing before the meeting.

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

Electronic registration for the Annual General Meeting here

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

CV: Olli Laurén
Other members proposed by the Nomination Committee

Materials:
Kempower Annual Report 2022
Remuneration Report 2022
Sustainability Report 2022
Corporate Governance Statement 2022

Kempower Corporation Minutes of the Annual General Meeting 2023
Recording: CEO’s review, Kempower Annual General Meeting (in Finnish)

Annual General Meeting 2022

Kempower Corporation’s Annual General Meeting 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

• Notice convening the Annual General Meeting
• Annual Report 2021
• The Remuneration Policy
• Proposals of the Board of Directors
• The Remuneration Report 2021
• Proposal of Kempower’s Remuneration and Nomination Committee for the Annual General Meeting 2022
• Power of attorney form
• Advance voting form
• Privacy Statements
• Investor presentation 13.04.2022
• Minutes of the Annual General Meeting 2022 (Translation)
• Company release: Resolutions of The Annual General Meeting and The Board of Directors of Kempower Corporation

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.