2023-03-20 10:15:00 CET

2023-03-20 10:15:01 CET


REGULATED INFORMATION

English Finnish
Purmo Group Oyj - Notice to general meeting

Notice to the Annual General Meeting of Purmo Group Plc


Purmo Group Plc, stock exchange release, 20 March 2023 at 11.15 a.m. EET

Notice is given to the shareholders of Purmo Group Plc (the “Company” or “Purmo Group”) of the Annual General Meeting to be held on Wednesday, 12 April 2023, starting at 1:00 p.m. (EEST) at Studio Eliel at Sanomatalo, Töölönlahdenkatu 2, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at the meeting venue at 12:30 p.m. (EEST).

The Company’s shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting and related matters are provided in section C of this notice.

It is possible for the Company’s shareholders to follow the Annual General Meeting through a webcast. Instructions regarding the webcast will be available on the Company’s website at https://investors.purmogroup.com/governance/general-meetings/ and in section C of this notice. Shareholders following the webcast may submit questions or comments in writing during the meeting. Solely following the webcast and submitting questions or comments in writing in the webcast is not considered an official participation or exercise of the shareholder’s right to speak and ask questions in the General Meeting. Questions submitted in writing do not constitute questions referred to in Chapter 5, Section 25 of the Finnish Companies Act.

A. Matters on the Agenda of the General Meeting

At the Annual General Meeting, the following matters will be considered:

  1. Opening of the Annual General Meeting
  2. Calling the Annual General Meeting to order
  3. Election of the persons to scrutinise the minutes and to supervise the counting of votes
  4. Recording the legality of the Annual General Meeting
  5. Recording the attendance and adoption of the list of votes
  6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2022

Review by the CEO. The Company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report shall be available on the Company’s website https://investors.purmogroup.com/governance/general-meetings/ no later than on 22 March 2023.

  1. Adoption of the Financial Statements
  2. Resolution on the use of the profit shown on the balance sheet and the distribution of assets from the reserve for invested unrestricted equity

On 31 December 2022, the distributable funds of the parent company amounted to approximately EUR 407.0 million of which net profit for the financial year that ended on 31 December 2022 was approximately EUR 13.1 million. No material changes have taken place in the Company’s financial position after the close of the financial year.

The Board of Directors proposes to the Annual General Meeting that a return of capital of EUR 0.36 per Class C share be paid for the financial year 2022 in four instalments and that a return of capital for Class F shares be paid in accordance with the Articles of Association of the Company for the financial year 2022 in four instalments. The return of capital will be paid from the reserve for invested unrestricted equity of the Company. In accordance with the Articles of Association of the Company and as a consequence of the first share price hurdle for conversion of Class F shares into Class C shares having been exceeded in September 2021, and taking into account the dilution in the number of F shares following the registration of the new C shares on 1 March 2022 and 25 October 2022, Class F shares currently carry a right to asset distribution equivalent to 0.69 per cent of the return of capital proposed to be distributed to Class C shares, which corresponds to a return of capital of EUR 0.07 per Class F share. The proposed return of capital corresponds to an aggregate amount of approximately EUR 14,910,142 based on the current number of shares carrying a right to asset distribution.

The return of capital would be paid in four instalments as follows:

The first instalment of the return of capital would be EUR 0.09 per Class C share and EUR 0.02 per Class F share based on the Class F shares’ current right to asset distribution in accordance with the Articles of Association. The first instalment of the return of capital would be paid to a shareholder who is registered in the shareholders’ register maintained by Euroclear Finland Oy on the record date of the return of capital, i.e., 14 April 2023. The ex-date for the first instalment is 13 April 2023. The Board of Directors proposes that the first instalment would be paid on 21 April 2023.

The second instalment of the return of capital would be EUR 0.09 per Class C share and EUR 0.02 per Class F share based on the Class F shares’ current right to asset distribution in accordance with the Articles of Association. The second instalment would be paid to a shareholder who is registered in the shareholders’ register maintained by Euroclear Finland Oy on the record date of the return of capital, i.e., 15 September 2023. The ex-date for the second instalment is 14 September 2023. The Board of Directors proposes that the second instalment would be paid on 22 September 2023.

The third instalment of the return of capital would be EUR 0.09 per Class C shares and EUR 0.02 per Class F shares based on the Class F shares’ current right to asset distribution in accordance with the Articles of Association. Third instalment would be paid to a shareholder who is registered in the shareholders’ register maintained by Euroclear Finland Oy on the record date of the return of capital, i.e., 12 December 2023. The ex-date for the third instalment would be 11 December 2023. The Board of Directors proposes that the third instalment would be paid on 19 December 2023.

The fourth instalment of the return of capital would be EUR 0.09 per Class C shares and EUR 0.01 per Class F shares based on the Class F shares’ current right to asset distribution in accordance with the Articles of Association. Fourth instalment would be paid to a shareholder who is registered in the shareholders’ register maintained by Euroclear Finland Oy on the record date of the return of capital, i.e., 15 March 2024 and the ex-date for the fourth instalment would be 14 March 2024. The Board of Directors proposes that the fourth instalment would be paid on 22 March 2024.

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

  1. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
  2. Advisory decision on the adoption of the remuneration report for governing bodies

Upon the recommendation of the Remuneration Committee, the Board of Directors proposes to the Annual General Meeting that the Remuneration Report of the governing bodies be adopted. The decision of the Annual General Meeting is of an advisory nature according to the Finnish Companies Act.

The remuneration report shall be available on the Company’s website https://investors.purmogroup.com/governance/general-meetings/ no later than on 22 March 2023.

  1. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that the fees are kept unchanged, and the members of the Board of Directors should be paid annual fees as follows:

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

The Shareholders’ Nomination Board proposes that approximately 40 % of the annual fee be paid in Purmo Group’s Class C shares. The members of the Board of Directors are encouraged to keep such shares for the entire duration of their Board of Directors assignment.

The annual fee shall be paid to the members of the Board of Directors within two weeks after the publication of the first quarter interim report or as soon as legally possible thereafter. The Company will pay the costs and transfer tax related to the acquisition of shares. If a part of the fee cannot be paid in shares as required by law or other regulations or for reasons related to a member of the Board of Directors, the fee may be paid full in cash. If the term of office of a member of the Board of Directors would be shorter, the fee would be paid in proportion to the length of their term of office.

The Shareholders’ Nomination Board proposes to the Annual General Meeting that in addition to the annual fee, the members of Board of Directors should be paid a meeting fee for each meeting of the Board of Directors and its committees as follows:

  • EUR 800 per meeting held in the country of residence of member of the Board of Directors;
  • EUR 1,400 per meeting held outside the country of residence of the member of the Board of Directors but on the same continent as the country of residence of the member of the Board of Directors;
  • EUR 2,600 per meeting held on another continent than the country of residence of the member of the Board of Directors; or
  • EUR 800 per meeting held by telephone or through virtual communication channels.

In addition, it is proposed that an additional meeting fee of EUR 800 be paid to the Chairman of the Board of Directors and the Chairmen of the Committees of the Board of Directors for each meeting of the Board of Directors 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.

The Shareholders’ Nomination Board further proposes that each of the members of the Board of Directors shall have the right to abstain from receiving remuneration.

  1. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors be seven (7).

  1. Election of members of the Board of Directors

In addition, the Shareholders’ Nomination Board proposes that the present members of the Board of Directors Tomas von Rettig, Matts Rosenberg, Alexander Ehrnrooth, Carina Edblad, Carlo Grossi, Jyri Luomakoski and Catharina Stackelberg-Hammarén be re-elected as members of the Board of Directors for a term that ends at the close of the next Annual General Meeting.

The Shareholders’ Nomination Board proposes that Tomas von Rettig be elected as the Chairman of the Board of Directors and Matts Rosenberg be elected as the Vice Chairman of the Board of Directors.

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.

The CVs of all persons proposed as members of the Board of Directors are available on the Company’s website at https://investors.purmogroup.com/governance/board-of-directors/.

With regard to the procedure for the selection of the members of the Board of Directors, the Shareholders’ Nomination Board recommends that the shareholders give their view on the proposal as a whole at the Annual General Meeting. The Shareholders’ Nomination Board has evaluated that in addition to the qualifications of the individual candidates for the Board of Directors, the proposed Board of Directors as a whole provides excellent competence and experience for the Company and that the composition of the Board of Directors also meets other requirements set for a listed Company in the Finnish Corporate Governance Code.

  1. Resolution on the remuneration of the Auditor

Upon the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the auditor’s fees be paid against an invoice approved by the Company.

  1. Election of the Auditor

Upon the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting, that KPMG Oy Ab be re-elected as the Company’s auditor for a term that ends at the close of the next Annual General Meeting. KPMG Oy Ab has informed the Company that Authorized Public Accountant Kim Järvi would continue as the auditor in charge.

  1. 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

The Board of Directors proposes to the Annual General Meeting that the Board of Directors be 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 19.46 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 2024. The authorisation revokes the previous authorisation granted by the Annual General Meeting on 25 April 2022 to resolve on the issuance of shares as well as on the issuance of special rights entitling to shares.

  1. Authorisation of the Board of Directors to decide on the repurchase of the Company’s own shares as well as to accept them as pledge

The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorised to resolve on the repurchase of class C shares owned by the Company 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 class C shares owned by the Company, which corresponds to approximately 9.73 per cent of all of class C shares in Purmo Group, subject to the provisions of the Finnish Companies’ Act on the maximum number 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 tranches 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 2024. The authorisation revokes the previous authorisation granted by the Annual General Meeting on 25 April 2022 to resolve on the repurchase of the Company's own shares as well as to accept them as pledge.

  1. Amendment of Section 10 § of the Articles of Association

The Board of Directors has on 22 July 2022 decided on and announced the Company’s new share-based incentive plan for the Company’s key personnel. Pursuant to this, and the Company’s merger and listing prospectus dated 30 November 2021, and release dated 22 July 2022, the Board of Directors proposes to the Annual General Meeting that Section 10 §, item 5 of the Company’s Articles of Association be amended so that the Company’s Class F shares’ conversion right into Class C shares in connection with certain corporate events is aligned with the new share-based incentive plan.

The proposed amendments would limit the rights of the holders of class F shares to get class F shares held by them converted with respect to the provision in the current Articles of Association in events where a public tender offer for the Company’s shares or a “Dilution Event”, as defined in the Articles of Association, is announced. A “Dilution Event” stands for an event where the Company decides to issue Class C shares or any other special rights entitling to Class C shares in a directed issue, where the holders of Class F shares will not be given pre-emptive rights. Proposed amendment will not change or reduce any rights or obligations related to Class C shares.

Said amended provision of the Articles of Association reads as follows:

‘’10 § Conversion of Class F shares

5. In derogation from the conversion right based on the Share Price Hurdle as set out in sub-section 3 above, the conversion right in respect of all Class F Shares will become exercisable if a shareholder has the right and obligation to redeem the shares from the company’s other shareholders pursuant to Chapter 18 of the Finnish Limited Liability Companies Act (expect if such a right and obligation arises for someone who has announced a tender offer for the company’s shares), or in the event there occurs any statutory merger or demerger in which the company is involved. If a tender offer for the company’s shares is announced, the conversion right in respect of Class F Shares will become exercisable as follows:

(i) if the Share Price Hurdle pursuant to item 3, sub-item (i) above (taking into account possible adjustments thereto) has been satisfied or is satisfied prior to the implementation of the tender offer or the offer price per share of the tender offer for the company’s Class C Shares is equal to or exceeds this Share Price Hurdle, 1.5/8.0 (i.e., 18.75 per cent) of Class F Shares can be converted into Class C Shares;

(ii) if the Share Price Hurdle pursuant to item 3, sub-item (ii) above (taking into account possible adjustments thereto) has been satisfied or is satisfied prior to the implementation of the tender offer or the offer price per share of the tender offer for the company’s Class C Shares is equal to or exceeds this Share Price Hurdle, 2.0/6.5 (i.e., approximately 30.77 per cent) of Class F Shares outstanding following the conversion pursuant to sub-item (i) above can be converted into Class C Shares;

(iii) if the Share Price Hurdle pursuant to item 3, sub-item (iii) above (taking into account possible adjustments thereto) has been satisfied or is satisfied prior to the implementation of the tender offer or the offer price per share of the tender offer for the company’s Class C Shares is equal to or exceeds this Share Price Hurdle, 2.0/4.5 (i.e., approximately 44.44 per cent) of Class F Shares outstanding following the conversion pursuant to sub-items (i) and (ii) above can be converted into Class C Shares;

(iv) if the Share Price Hurdle pursuant to item 3, sub-item (iv) above (taking into account possible adjustments thereto) has been satisfied or is satisfied prior to the implementation of the tender offer or the offer price per share of the tender offer for the company’s Class C Shares is equal to or exceeds this Share Price Hurdle, all Class F Shares outstanding following the conversion pursuant to sub-items (i), (ii) and (iii) above can be converted into Class C Shares;

(each event above in this item 5, a “Conversion Event”). Class F Shares can be converted into Class C Shares pursuant to the above prior to the implementation of the Conversion Event at a time to be determined by the company’s Board of Directors.’’

As the sole owner of Class F shares, Virala Corporation has notified in advance that it will approve and vote in favour of the proposed amendment of Section 10 § of the Articles of Association.

  1. Amendment of Section 8 § of the Articles of Association

In addition, the Board of Directors proposes to the Annual General Meeting that Section 8 § of the Articles of Association of the Company be amended to enable holding a general meeting in addition to the Company’s domicile, entirely without a physical meeting venue as a so-called remote meeting. In its amended form, said provision of the Articles of Association reads as follows:

“8 § Notice to General Meeting and a General Meeting without a meeting venue

The notice to convene a General Meeting shall be delivered by publishing the notice on the website of the company no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, in any event no later than nine (9) days before the record date of the General Meeting.

In order to attend a General Meeting, a shareholder must register with the company no later than the date specified in the notice of meeting, which date may not be earlier than ten (10) days prior to the General Meeting.

The Board of Directors may resolve on organising the General Meeting without a meeting venue whereby the shareholders exercise their decision-making power in full in real time during the meeting using telecommunication connection and technical means (remote meeting).”

The proposal regarding the amendment of Section 8 § of the Articles of Association is based on amendments to Chapter 5 of the Finnish Companies Act, which include the possibility to arrange general meetings remotely. The legislative changes are based on the premise that, irrespective of the chosen general meeting format, shareholders' rights must not be compromised and that all participating shareholders can exercise their shareholder rights in full in real time, including the right to present questions and vote. The possibility to organise general meetings remotely enables the Company to prepare for rapid changes in the Company's operating environment and society in general, which may be caused, for example, by pandemics. It is important that the Company has the necessary means to offer its shareholders the possibility to exercise their shareholder rights and resolve on any matters that are presented in a general meeting under any circumstances.

  1. Closing of the Meeting

B. Documents of the Annual General Meeting

The proposals for the resolutions on the matters on the agenda of the Annual General Meeting set out above as well as this notice are available on the Purmo Group Plc’s website at https://investors.purmogroup.com/governance/general-meetings/. Purmo Group Plc’s Financial Statements, the Report of the Board of Directors, the Auditor’s Report and the Remuneration Report are available on the above-mentioned website on 22 March 2023 at the latest. The resolution proposals and other documents mentioned above will also be made available at the Annual General Meeting.

The minutes of the Annual General Meeting will be made available on the aforementioned website on 26 April 2023 at the latest.

C. Instructions for the participants in the Annual General Meeting

1. Shareholder registered in the shareholders’ register
Each shareholder registered in the Company’s register of shareholders kept by Euroclear Finland Ltd on the record date of the Annual General Meeting, 29 March 2023, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account, is registered in the Company’s register of shareholders. The use of proxies is described below.

Notification of participation in the Annual General Meeting and advance voting will commence on 22 March 2023. A shareholder registered in the Company’s register of shareholders wishing to participate in the Annual General Meeting shall register for the Annual General Meeting no later than on 3 April 2023 at 4:00 p.m. (EEST), by which time the notice of participation must be received.

It is possible to register for the Annual General Meeting:

a) through the Company’s website at https://investors.purmogroup.com/governance/general-meetings/.

Electronic registration requires strong electronic authentication with a Finnish or Swedish bank ID or mobile certificate by the shareholder or their legal representative or proxy representative.

With respect to legal entities, electronic registration does not require strong electronic authentication. Shareholders that are legal entities must however report the number of their Finnish book-entry account and other required information. In case a shareholder that is a legal entity uses electronic Suomi.fi authorization, registration requires strong electronic authentication that works with a Finnish bank ID or mobile certificate.

b) By mail or email

By mail to the address Innovatics Ltd, Annual General Meeting/Purmo Group Plc, Ratamestarinkatu 13 A, 00520 Helsinki or by email to the address agm@innovatics.fi.

The following information shall be given upon registration: the shareholder’s name, personal identity code/business ID number, address, telephone number, as well as the name of any assistant or proxy, and the personal identity code of the proxy. Personal data will only be used in connection with the Annual General Meeting and the processing of the necessary registrations. For further information on how Purmo Group Plc processes personal data, please review Purmo Group Plc’s privacy notice regarding the Annual General Meeting, which is available at https://investors.purmogroup.com/governance/general-meetings/.

If necessary, the shareholders, their representatives or their proxies must be able to prove their identity and/or representation rights at the meeting venue.

2. Holder of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which the holder of nominee registered shares on the record date of the Annual General Meeting, 29 March 2023, is entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. In addition, the right to participate requires that the holder of nominee registered shares be temporarily entered into the shareholders’ register held by Euroclear Finland Oy based on these shares at the latest by 5 April 2023 at 10.00 a.m. (EEST). As regards nominee registered shares, this constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request, in good time, the necessary instructions regarding registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and voting instructions, registration for the Annual General Meeting as well as advance voting from their custodian bank. The account management organisation of the custodian bank has to temporarily register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the shareholders’ register of the Company at the latest by the time stated above. The account management organisation of the custodian bank shall also arrange voting in advance on behalf of the holder of nominee registered shares within the registration period applicable to holders of nominee registered shares.

Further information is available on the Company’s website at https://investors.purmogroup.com/governance/general-meetings/.

3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting by way of proxy representation. A proxy representative may also choose to vote in advance in the manner described in this notice. A proxy representative must use strong electronic authentication when registering for the meeting and advance voting, after which they can register and vote on behalf of the shareholder they represent. A proxy representative shall produce a dated proxy authorization document or otherwise demonstrate in a reliable manner their right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative is authorized to represent the shareholder shall be identified in connection with the registration.

Proxy and voting instruction templates are available on the Company’s website at the address https://investors.purmogroup.com/governance/general-meetings/ at the latest on 22 March 2023. Proxy documents are to be delivered primarily as an attachment in connection with the electronic registration or alternatively by email to the address agm@innovatics.fi or by mail to the address Innovatics Ltd, Annual General Meeting/ Purmo Group Plc, Ratamestarinkatu 13 A, 00520 Helsinki before the end of the notification of participation period, by which time the proxy documents must be received. Purmo Group Plc may, if it so wishes, demand original proxy documents if deemed necessary by the Company. In addition to delivering proxy documents, a shareholder or their proxy must take care of registering to the Annual General Meeting in accordance with this notice.

Shareholders that are legal entities may also, as an alternative to traditional proxy authorization documents, use an electronic Suomi.fi authorization for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization topic “Representation at the General Meeting”). Following the authorization, the proxy representative must register for the General Meeting in the general meeting service at https://investors.purmogroup.com/governance/general-meetings/ and identify themselves with strong electronic authentication, i.e., a bank ID or a mobile certificate. Following the identification, the proxy representative may register for the meeting in the general meeting service on behalf of the shareholder they represent on the basis of the Suomi.fi authorization they received beforehand. For more information on electronic authorization, see www.suomi.fi/e-authorizations.

4. Voting in advance
A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can vote in advance on certain agenda items of the Annual General Meeting during the period between 22 March 2023 – 3 April 2023 (until 4:00 p.m EEST).

Advance voting can be done in the following ways:

a) through the Company’s website at https://investors.purmogroup.com/governance/general-meetings/.

Voting in advance electronically requires strong authentication with a Finnish or Swedish bank ID or mobile certificate by the shareholder or their legal representative or proxy representative. The terms and other instructions concerning the electronic voting are available on the Company’s website

b) By mail or email by submitting the advance voting form available on the Company’s website https://investors.purmogroup.com/governance/general-meetings/, or corresponding information, to Innovatics Ltd by mail to the address Innovatics Ltd, Annual General Meeting/Purmo Group Plc, Ratamestarinkatu 13 A, 00520 Helsinki or by email to the address agm@innovatics.fi.

The advance votes must be received by prior to the expiry of the advance voting period. In case the shareholder will participate to the general meeting at the meeting venue, in addition to voting in advance, the shareholder shall register for the Annual General Meeting prior to the end of the registration period.

Unless shareholders voting in advance are present at the meeting venue in person or by way of proxy representation, they will not be able to use their rights under the Finnish Companies Act to request information or a vote nor vote on any potential counterproposals.

For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager may cast advance votes on behalf of the holders of nominee-registered shares in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.

An agenda item subject to advance voting, is considered to have been presented unchanged to the Annual General Meeting. The terms and conditions as well as other instructions concerning the electronic advance voting are available on the Company’s website at https://investors.purmogroup.com/governance/general-meetings/.

5. Other instructions and information
The Company will arrange an opportunity for the shareholders of the Company to follow the meeting online via a webcast. All shareholders who have submitted their notification of participation will be sent an electronic link to follow the webcast. Additional information will be available on the Company's website at https://investors.purmogroup.com/governance/general-meetings/. Shareholders following the webcast may submit questions or comments in writing during the meeting. Solely following the webcast and submitting questions or comments in writing in the webcast is not considered an official participation or exercise of the shareholder’s right to speak and ask questions in the General Meeting. Questions submitted in writing do not constitute questions referred to in Chapter 5, Section 25 of the Finnish Companies Act.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.

Changes in shareholding after the record date do not affect the right to participate in the Annual General Meeting or the number of voting rights.

On the date of this notice, 20 March 2023, the total number of shares in Purmo Group Plc is 41,112,713 class C shares and votes and 1,565,217 class F shares and votes.

Helsinki, 20 March 2023

PURMO GROUP PLC

The Board of Directors

Further information:
Katariina Kataja, Head of Investor Relations, Purmo Group Plc
Tel. +358 40 527 1427

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

About Purmo Group:
Purmo Group 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, underfloor heating, heat pumps, towel warmers, valves and controls. Our mission is to be the global leader in sustainable indoor climate comfort solutions. Our 3,400 employees operate in 24 countries, manufacturing and distributing top quality products and solutions to our customers in more than 100 countries globally. Purmo Group’s shares are listed on Nasdaq Helsinki with a ticker symbol PURMO. More information: www.purmogroup.com.