Resolutions of Purmo Group Plc's Annual General Meeting and the constitutive meeting of the Board of Directors

Purmo Group Plc, Stock exchange release, 25 April 2022 at 13:50 EEST

Purmo Group Plc’s Annual General Meeting was held today on 25 April 2022 at the Company’s headquarters in Helsinki, Finland. Pursuant to temporary legislation (375/2021) that entered into force on 8 May 2021 and in order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting was held without shareholders’ and their proxy representatives’ presence at the venue of the meeting. Shareholders of the company exercised their rights by voting in advance as well as by having the right to submit counterproposals and asking questions in advance.

The Annual General Meeting approved the financial statements, adopted the proposed Remuneration Policy and Remuneration Report for the Governing Bodies, and discharged the members of the Board of Directors and the company’s CEO from liability for the financial year 2021. All current Board members were re-elected for the following term of office.

19 shareholders corresponding to 36,647,519 shares and votes (approximately 86 per cent of the total shares) were represented at the Annual General Meeting.

The Annual General Meeting voted unanimously for all proposals with the exception of matter 17 on the agenda (Authorisation of the Board of Directors to resolve on the issuance of shares as well as on the issuance of special rights entitling to shares), which was voted against by 0.1262 per cent of all votes. The minutes of the meeting will be published on the Company website by 9 May 2022 on https://investors.purmogroup.com/governance/general-meetings/

Use of profit shown on the balance sheet and the distribution of assets from the reserve for invested unrestricted equity

In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved that a return of capital of EUR 0.36 per Class C share and EUR 0.07 per Class F share be paid for the financial year 2021 from the reserve for invested unrestricted equity of the company. The return of capital will be paid in two instalments.

The first instalment of the return of capital, EUR 0.18 per Class C share and EUR 0.03 per Class F share, will be paid on 4 May 2022. The first instalment of the return of capital shall be paid to a shareholder who is registered in the shareholders’ register maintained by Euroclear Finland Oy on the return of capital record date, i.e. on 27 April 2022.

The second instalment of the return of capital, EUR 0.18 per Class C share and EUR 0.04 per Class F share, will be paid on 3 October 2022. The second instalment shall be paid to a shareholder who is registered in the shareholders’ register maintained by Euroclear Finland Oy on the return of capital record date, i.e. on 26 September 2022.

The Annual General Meeting also authorized the Board of Directors to resolve, if necessary, on a new record date and date of payment for the second instalment should e.g. the rules of Euroclear Finland Oy or statues applicable to the Finnish book-entry system so require.

Remuneration of the members of the Board of Directors

In accordance with the Shareholders’ Nomination Board’s proposal, it was resolved that the Board of Directors are paid annual fees as follows:

• EUR 92,000 for the Chairman of the Board;
• EUR 53,000 for the Vice Chairman of the Board;
• EUR 53,000 for each of the Chairmen of the Board committees; and
• EUR 48,000 for each ordinary Board member.

Approximately 40 per cent of the annual fee will be paid in Purmo Group’s class C shares.

The annual fee shall be paid to the members of the Board of Directors in proportion to the length of their term of office.

In addition, a meeting fee is paid to the members of the Board of Directors for each meeting of the Board and its committees as follows:

• EUR 600 per meeting held in the Board member’s country of residence;
• EUR 1,200 per meeting held outside the Board member’s country of residence but on the same continent as the Board member’s country of residence;
• EUR 2,400 per meeting held on another continent than the Board member’s country of residence; or
• EUR 600 per meeting held by telephone or through virtual communication channels.

An additional meeting fee of EUR 600 is paid to the Chairman of the Board and the Chairmen of the Board Committees for each meeting of the Board and its committees. In addition, compensation for reasonable travel, accommodation and other expenses related to the Board of Directors and committee work are to be reimbursed according to the applicable policies of the Company.

Each of the members of the Board of Directors shall have the right to abstain from receiving remuneration.

Board of Directors

In accordance with the Shareholders’ Nomination Board’s proposal, the Annual General Meeting decided that the Board of Directors shall have seven (7) members.

The following members of the Board of Directors were re-elected to the Board until the end of the next Annual General Meeting: Tomas von Rettig, Matts Rosenberg, Alexander Ehrnrooth, Carina Edblad, Carlo Grossi, Jyri Luomakoski and Catharina Stackelberg. Further, Tomas von Rettig was elected as the Chairman of the Board of Directors and Matts Rosenberg was elected as the Vice Chairman of the Board of Directors.

Auditor

In accordance with the Board of Directors’ proposal upon the recommendation of the Audit Committee, KPMG Oy Ab was re-elected as the Company’s auditor for a term that ends at the close of the next Annual General Meeting. It was decided that the auditor’s fees are paid against an invoice approved by the Company.

Authorisation of the Board of Directors to resolve on the issuance of shares as well as on the issuance of special rights entitling to shares

In accordance with the Board of Directors’ proposal, the Annual General Meeting decided that the Board of Directors is authorised to resolve on the issuance of class C shares as well as the issuance of special rights entitling to class C shares referred to in Chapter 10, Section 1 of the Finnish Companies Act in one or several tranches.

The number of class C shares to be issued based on this authorisation shall not exceed 8,000,000 shares (including shares to be received based on special rights), which corresponds to approximately 20 per cent of all of class C shares in Purmo Group. The authorisation may be used to improve Purmo Group’s capital structure, to finance or carry out corporate acquisitions or other arrangements, for incentive arrangements and remuneration schemes or for other purposes resolved by the Board of Directors. However, a maximum of 25 per cent of the authorisation, i.e., a maximum of 2,000,000 class C shares (including shares to be received based on special rights) may be used for incentive arrangements and remuneration schemes. The Board of Directors shall decide on all the conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).

The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2023. The authorisation revokes the previous authorisation granted by the Extraordinary General Meeting on 13 December 2021 to resolve on the issuance of shares as well as on the issuance of special rights entitling to shares.

Authorisation of the Board of Directors to resolve on the repurchase of the Company's own shares as well as to accept them as pledge

In accordance with the Board of Directors’ proposal, the Annual General Meeting decided that the Board of Directors is authorised to resolve on the repurchase of the Company’s own class C shares as well as on the acceptance of them as pledge.

The number of class C shares to be repurchased or accepted as pledge by virtue of this authorisation shall not exceed 4,000,000 own class C shares in the Company, which corresponds to approximately 10 per cent of all of class C shares in Purmo Group, subject to the provisions of the Finnish Companies’ Act on the maximum amount of own shares owned by or pledged to the company and its subsidiaries.

The shares may be repurchased or accepted as pledge in one or several instalments and either through a tender offer made to all shareholders on equal terms or otherwise than in proportion to the shares held by the shareholders (directed repurchase) in public trading at the prevailing market price or at a price otherwise formed on the market. The shares would be repurchased with funds from the Company’s unrestricted shareholders’ equity.

The shares will be repurchased to be used to improve Purmo Group’s capital structure, to finance or carry out corporate acquisitions or other arrangements, for incentive arrangements and remuneration schemes or to be retained by the Company as treasury shares, transferred, cancelled or for other purposes resolved by the Board. The Board of Directors shall decide on all other terms and conditions regarding the repurchase of the Company’s own shares and acceptance thereof as pledge.

The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2023. The authorisation revoked the previous authorisation granted.

Decisions of the Board of Directors’ constitutive meeting

In the constitutive meeting convening after the Annual General Meeting, the Board of Directors’ appointed members to its permanent committees:

• Jyri Luomakoski was re-elected as the Chairman of the Audit Committee with Matts Rosenberg and Alexander Ehrnrooth as members of the Committee;
• Matts Rosenberg was re-elected as the Chairman of the M&A Committee with Alexander Ehrnrooth and Carlo Grossi as members of the Committee;
• Tomas von Rettig was re-elected as the Chairman of the Remuneration Committee with Catharina Stackelberg and Carina Edblad as the members of the Committee.

The Board of Directors concluded that all members of the Board of Directors are independent of the Company. Carina Edblad, Carlo Grossi, Jyri Luomakoski and Catharina Stackelberg are also independent of the significant shareholders of the Company. Alexander Ehrnrooth is not independent of a significant shareholder of the Company, Virala Corporation, and Tomas von Rettig and Matts Rosenberg are not independent of a significant shareholder of the Company, Rettig Group Ltd.

Purmo Group Plc

Further information:
Erik Hedin, CFO of Purmo Group Plc, tel. [phone]
Josefina Tallqvist, Investor Relations, tel. [phone]

Distribution:
Nasdaq Helsinki Ltd
Principal media
investors.purmogroup.com

Purmo Group Plc is a leader in sustainable indoor climate comfort solutions in Europe. We provide complete heating and cooling solutions to residential and non-residential buildings, including radiators, towel warmers, underfloor heating, convectors, valves and controls. Our mission is to be the global leader in sustainable indoor climate comfort solutions. Our approximately 3,500 employees operate through 46 locations in 21 countries, manufacturing and distributing top quality products and solutions to customers in more than 100 countries globally. Purmo Group Plc’s shares are listed on Nasdaq Helsinki (symbol: PURMO). www.purmogroup.com

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