General Meetings

The General Meeting of Shareholders is the ultimate decision-making authority of the company, in accordance with the Finnish Companies Act.

The Annual General Meeting is convened by the Board annually within six months from the end of the previous financial year.

The Annual General Meeting of Shareholders decides on:

  • Distribution of profits
  • Adoption of the financial statements
  • Discharging the members of the Board and the CEO from liability
  • Electing the members of the Board, as well as deciding on their remuneration
  • The number of the members of the Board
  • Electing the auditor of the company and decides on its remuneration
  • In addition, a shareholder may request that their proposal be handled at the next General Meeting of Shareholders by making a request in writing to the company’s Board by the date specified by the company on its website

Purmo Group Plc publishes the invitation to the meeting as a stock exchange release. All shareholders have the right to attend General Meetings. The minutes of the General Meeting of Shareholders are published on the company’s website within two weeks after the General Meeting of Shareholders in question.

Annual General Meeting 2024

Notice is given to the shareholders of Purmo Group Plc of the Annual General Meeting to be held on Tuesday, 9 April 2024, 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.

Following the Annual General Meeting via webcast

It is possible for the Company’s shareholders to follow the Annual General Meeting through a webcast.

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.

Instructions for the participants in the Annual General Meeting

1.1                    Shareholders 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, 26 March 2024, 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.

Notification of participation in the Annual General Meeting and voting in advance will commence on 20 March 2024 at 10:00 a.m. (EET). 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 2 April 2024 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:

  1. a) On 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.

  1. 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.

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

1.2                       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, 26 March 2024, 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 4 April 2024 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.

1.3                       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 20 March 2024. 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.

  1. 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 20 March 2024–2 April 2024 (until 4:00 p.m. EEST).

Advance voting can be done in the following ways:

  1. 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.

  1. 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. Voting in advance before the end of the voting period is considered notification of participation to the Annual General Meeting, provided that the aforementioned information for participation is obtained. In case the shareholder will participate to the general meeting at the meeting venue, in addition to voting in advance, the shareholder shall separately 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.

More information about notification and voting in advance is available during the period between 20 March 2024–2 April 2024 from Innovatics Oy via phone +358 10 2818909 on business days at 9:00 a.m.–12:00 p.m. and 1:00 p.m.–4:00 p.m. (EEST).

Important dates related to the Annual General Meeting 2024:

  • Purmo Group Plc’s Annual General Meeting 2024 will be held on Tuesday, 9 April 2024, starting at 1:00 p.m. (EEST) at Studio Eliel at Sanomatalo, Töölönlahdenkatu 2, Helsinki, Finland
  • On the meeting day on 9 April 2024, the reception of persons will commence at 12:30 p.m. EEST
  • Each shareholder registered in the Company’s register of shareholders kept by Euroclear Finland Ltd on the record date of the Annual General Meeting, 26 March 2024, has the right to participate in the Annual General Meeting
  • Notification of participation in the Annual General Meeting and voting in advance will commence on 20 March 2024 at 10:00 a.m. EET and end on 2 April 2024 at 4:00 p.m. EEST
  • 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, 26 March 2024, 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 4 April 2024 at 10.00 a.m. EEST.  As regards nominee registered shares, this constitutes due registration for the Annual General Meeting.
  • Proxy documents are to be delivered before the end of the notification of participation period: by 2 April 2024 at 4:00 p.m. EEST for shareholders registered in the shareholders’ register and by 4 April 2024 at 10:00 a.m. EEST for holders of nominee registered shares
  • The minutes of the Annual General Meeting will be made available on this website on 23 April 2024, at the latest
  • For the financial year 2023, the Board of Directors of Purmo Group Plc proposes to the Annual General Meeting that a return of capital of EUR 0.36 per class C share and EUR 0.07 per class F share shall be paid
  • Proposed dividend payment days are 26 April 2024, 26 July 2024, 25 October 2024 and 24 January 2025

Materials

Previous materials for Annual General Meetings

Year Notice to the Annual General Meeting Matters on the agenda of the General Meeting Presentation of the CEO The decisions of the Annual General Meeting Minutes of the meeting
2023 Notice Proposals Presentation Resolutions Minutes
2022 Notice Proposals Presentation Resolutions Minutes
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