RESOLUTIONS OF THE ANNUAL GENERAL MEETING AND THE BOARD OF DIRECTORS OF KEMPOWER CORPORATION
Resolutions of the Annual General Meeting 2023 of
The Annual General Meeting was held in Lahti on
1 Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The General Meeting resolved in accordance with the proposal of the Board of Directors that no dividend is paid for the financial year of
2 Election and remunerations of the members, the Chair and the Vice Chair of the Board of Directors
The number of members of the Board of Directors was resolved to be seven (7). Tero Era,
The General Meeting resolved that the annual remunerations payable to the members of the Board of Directors are as follows:
- Chair of the Board of Directors
EUR 45,000 , -
Vice Chair of the Board of Directors
EUR 35,000 and -
Members of the Board of Directors
EUR 35,000 .
In addition, a separate meeting fee is paid to the members of the Board of Directors for attending a meeting as follows:
- the meeting fee is
EUR 500 per meeting if the meeting is held in the home country of the member of the Board of Directors or if the meeting is a virtual meeting, -
the meeting fee is
EUR 1,000 per meeting if the meeting is held on the same continent as where the home country of the member of the Board of Directors is located but not in his or her home country, and -
the meeting fee is
EUR 1,500 per meeting if the meeting is held on a different continent from where the home country of the member of the Board of Directors is located.
In addition, the General Meeting resolved that an annual fee of
3 Election and remuneration of the auditor
4 Amending the Articles of Association
The General Meeting resolved to amend the Articles of Association of the company by changing its Section 10 in such a way that a general meeting can be held completely without a meeting venue as a so-called remote meeting.
5 Authorizing the Board of Directors to decide on the repurchase of the company’s own shares
The General Meeting resolved to authorize the Board of Directors to decide on the repurchase of the company’s own shares in one or several instalments using funds belonging to the unrestricted equity of the company in such a way that the maximum number of shares to be repurchased is 2,777,146 shares. The proposed number of shares corresponds to five (5) percent of all the shares in the company. The shares can be repurchased through public trading at the market price as per the time of repurchase of the shares which is determined in the public trading organized by
The authorization also entitles the Board of Directors to resolve on a repurchase of shares otherwise than in proportion to the shares owned by the shareholders (directed purchase). In that case, there must exist a weighty financial reason for the company for the repurchase of its own shares. The shares may be repurchased in order to develop the capital structure of the company, to implement the company’s share-based incentive programmes or to be otherwise transferred, held by the company itself or cancelled. The Board of Directors resolves on all other conditions and matters pertaining to the repurchase of the company’s own shares. The repurchase of the company’s own shares reduces the unrestricted equity of the company. The authorization remains in force until the conclusion of the following Annual General Meeting, however, until
6 Authorizing the Board of Directors to decide on the issuance of shares
The General Meeting resolved to authorize the Board of Directors to decide on the issuance of shares in one or several instalments. The number of shares to be issued based on the authorization may not exceed 4,500,000 shares. The proposed number of shares corresponds to approximately 8.10 percent of all the shares in the company. The authorization includes the right to resolve to issue either new shares or to transfer treasury shares against payment.
The new shares may be issued or the treasury shares transferred in deviation from the shareholder’s pre-emptive rights (directed issue) if there exists a weighty financial reason for the company for this. The Board of Directors resolves on all other conditions and matters pertaining to the issuance of shares and transfer of treasury shares. The authorization may be used inter alia to develop the capital structure of the company, to expand the shareholder base and to implement the company’s share-based incentive programmes. The authorization remains in force until the conclusion of the following Annual General Meeting, however, until
Resolutions of the Board of Directors
Convening after the General Meeting, the Board of Directors appointed from among its members the following members to committees:
- Audit Committee: Chair
Eriikka Söderström , Tero Era,Antti Kemppi and Teresa Kemppi-Vasama Remuneration and Nomination Committee : ChairVesa Laisi ,Antti Kemppi ,Kimmo Kemppi , Teresa Kemppi-Vasama and Olli Laurén
In Lahti, on
For further information
sanna.lehti@kempower.com
Tel. 0405111757
About
We design and manufacture reliable and user-friendly DC fast charging solutions for electric vehicles. Our vision is to create the world’s most desired EV charging solutions for everyone, everywhere. Our product development and production are based in
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