Notice to the Annual General Meeting of Purmo Group Plc

Notice is given to the shareholders of Purmo Group Plc (the “Company”) of the Annual General Meeting to be held on Monday, 25 April 2022 at 1:00 p.m. EEST at Company’s headquarters, Bulevardi 46, FI-00120, Helsinki, Finland.

The shareholders of the Company, or their proxy representatives can only participate in the meeting and exercise their shareholder’s rights by voting in advance as well as by submitting counterproposals and asking questions in advance. It is not possible to attend the meeting in person. Instructions for shareholders are provided in section C of this notice (Instructions for the participants in the Annual General Meeting).

The Board of Directors of the Company has resolved on extraordinary meeting procedures pursuant to temporary legislation (375/2021) that entered into force on 8 May 2021. In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the venue of the meeting. This is necessary in order to ensure the health and safety of the Company’s shareholders, personnel and other stakeholders and in order to hold the meeting in a predictable manner so that shareholders have equal opportunities to participate, whilst ensuring compliance with the restrictions imposed by the authorities, as in force from time to time.

The management of the Company will not participate in the Annual General Meeting. The Company will publish presentation by the CEO on its website on or about 25 March 2022.

Purmo Group Plc will arrange a separate virtual Investor Meeting after the Annual General Meeting on Monday, 25 April 2022 at 2:00 p.m. During the Investor Meeting, resolutions made at the Annual General Meeting will be presented and shareholders will be able to ask related questions from the Chairman of the Board and the Management Team. The Investor Meeting will not be part of the Annual General Meeting. Thus, questions referred to in Chapter 5, Section 25 of the Finnish Companies Act need to be asked in advance of the Annual General Meeting as described below in Section C. Shareholders can participate in the Investor Meeting through a link on the Company’s website at https://investors.purmogroup.com/governance/general-meetings/. Questions can be raised in the Investor Meeting or posed prior the Investor Meeting by email to investors@purmogroup.com.

1. Matters on the agenda of the Annual General Meeting

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

1 Opening of the meeting

2 Calling the meeting to order

Attorney-at-law Sonja Siggberg will act as the Chairperson of the meeting. In the event Sonja Siggberg is prevented for a weighty reason from acting as the Chairperson, the Board of Directors will appoint the person it deems most suitable to act as the Chairperson.

3 Election of person to scrutinise the minutes and to supervise the counting of votes

Head of Legal of the Company Liisa Krogerus will scrutinize the minutes and supervise the counting of votes. In the event Liisa Krogerus is prevented for a weighty reason from scrutinizing the minutes and supervising the counting of votes, the Board of Directors will appoint the person it deems most suitable to scrutinize the minutes and supervise the counting of votes.

4 Recording the legality of the meeting

5 Recording the attendance at the meeting and adoption of the list of votes

Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the Annual General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Finnish Companies Act shall be deemed shareholders participating in the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy and Innovatics Ltd.

6 Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2021

Since the Annual General Meeting may only be attended by voting in advance, the financial statements of the Company, the report of the Board of Directors and the auditor's report, which have been published on 25 March 2022 and are available on the Company’s website at https://investors.purmogroup.com/governance/general-meetings/, shall be deemed to have been presented to the Annual General Meeting.

7 Adoption of the Financial Statements

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

According to the Financial Statements for the financial year ended 31 December 2021, the parent company’s distributable funds amounted to EUR 377,864,962.16. The profit of the parent company for the period was negative due to the merger of Purmo Group Oy Ab and Virala Acquisition Company Plc on 31 December 2021.

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 2021 in two 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 2021 in two 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 dilution of the number of F shares following the registration of the new C shares on 1 March 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 14,886,236.79 based on the current number of shares carrying a right to asset distribution.

The first instalment of the return of capital is EUR 0.18 per Class C share and EUR 0.03 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 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 and the ex-date for the first instalment is 26 April 2022. The Board of Directors proposes that this instalment be paid on 4 May 2022.

The second instalment of the return of capital is EUR 0.18 per Class C share and EUR 0.04 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 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 and the ex-date for the second instalment is 23 September 2022. The Board of Directors proposes that this instalment be paid on 3 October 2022. 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 instalment should e.g. the rules of Euroclear Finland Oy or statues applicable to the Finnish book-entry system so require.

9 Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10 Adoption of the Remuneration Policy of the governing bodies

Upon the recommendation of the Remuneration Committee, the Board of Directors proposes to the Annual General Meeting that a new Remuneration Policy of the governing bodies be adopted as a consequence of the completion of the merger of Virala Acquisition Company Plc (VAC) and Purmo Group Ltd on 31 December 2021.

Since the Annual General Meeting may only be attended by voting in advance, the Remuneration Policy of the governing bodies, which has been published by a stock exchange release on 25 March 2022, is available on the Company’s website at https://investors.purmogroup.com/governance/general-meetings/, shall be deemed to have been presented to the Annual General Meeting.

11 Adoption of the Remuneration Report of the 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.

Since the Annual General Meeting may only be attended by voting in advance, the Remuneration Report of the governing bodies for the year 2021, which has been published by a stock exchange release on 25 March 2022 and is available on the Company’s website at https://investors.purmogroup.com/governance/general-meetings/, shall be deemed to have been presented to the Annual General Meeting.

12 Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that the members of the Board of Directors be 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.

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

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

The Shareholders’ Nomination Board proposes to the Annual General Meeting that a meeting fee be 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.

In addition, it is proposed that an additional meeting fee of EUR 600 be 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.

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.

13 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 shall be seven (7).

14 Election of the members of the Board of Directors

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 would be re-elected as members of the Board of Directors until the end of the next Annual General Meeting.

The Shareholders’ Nomination Board proposes that Tomas von Rettig is elected as the Chairman of the Board of Directors and Matts Rosenberg is 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 CV’s 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/.

15 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.

16 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.

17 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 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.

18 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

The Board of Directors proposes to the Annual General Meeting that the Board of Directors be 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 revokes the previous authorisation granted by the Extraordinary General Meeting on 13 December 2021 to resolve on the repurchase of the Company's own shares as well as to accept them as pledge.

19 Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for resolutions on the matters on the agenda of the Annual General Meeting and this notice are available on Purmo Group Plc’s website at https://investors.purmogroup.com/governance/general-meetings/. The Company’s Financial Statements, the Report of the Board of Directors, the Auditor’s Report, the Remuneration Report and the Remuneration Policy are available on the above-mentioned website. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 9 May 2022 at the latest.

C. Instructions for the participants in the Annual General Meeting

In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting will be arranged so that a shareholder or his/her proxy representative may not be present at the venue of the meeting. There will be no live webcast from the meeting and no recording of the meeting will be published. The shareholders and their proxy representatives can participate in the meeting and exercise the shareholder’s rights only by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions set out below and other instructions provided by the Company.

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on the record date of the Annual General Meeting, on 11 April 2022, in the shareholders’ register of the Company held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company. Shareholders can participate in the meeting and use their shareholder’s rights only by voting in advance or through a proxy representative as described below.

2. Registration and voting in advance

The registration and advance voting will begin on 31 March 2022 at 10:00 a.m. EEST, when the deadline for submitting counterproposals to be put to a vote has expired. A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the Annual General Meeting, shall register for the meeting and vote in advance no later than on 14 April 2022 at 4:00 p.m. EEST by which time the registration and votes must be received. Registration to the Annual General Meeting without submitting advance votes will not be considered as participation in the Annual General Meeting.

In connection with the registration, a shareholder shall notify the requested information such as, his/her name, date of birth and contact information. The personal data given by the shareholders or the representatives to Innovatics Ltd and the Company is used only in connection with the Annual General Meeting and with the processing of necessary related 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/.

A shareholder whose shares are registered in her/his Finnish book-entry account can register and vote in advance on certain items on the agenda of the Annual General Meeting during the period beginning on 31 March 2022 at 10:00 a.m EEST and ending on 14 April 2022 at 4:00 p.m. EEST in the following manners:

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

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. The terms and other instructions concerning the electronic voting are available on the Company’s website https://investors.purmogroup.com/governance/general-meetings/.

b) by post or email

A shareholder may submit the advance voting form available on the Company's website at https://investors.purmogroup.com/governance/general-meetings/ on 31 March 2022 at 10:00 a.m. EEST or corresponding information by mail to Innovatics Ltd to the address Innovatics Oy, AGM/Purmo Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi. If a shareholder participates in the Annual General Meeting by submitting advance votes by mail or email to Innovatics Ltd, the submission of votes before the due date of the registration period and advance voting constitutes due registration for the Annual General Meeting provided that the aforementioned information required for the registration is received before the end of the advance voting period.

The advance voting instructions will be available on the Company’s website at https://investors.purmogroup.com/governance/general-meetings/ before the advance voting begins. Additional information on the registration and advance voting is available during the registration period by telephone at +358 10 2818 909 on business days during 9:00 a.m. until 12:00 noon and from 1:00 p.m. until 4:00 p.m.

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. The proxy representative is also required to vote in advance in the manner instructed 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.

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. The representation right can also be demonstrated by using the suomi.fi authorisation service available in the electronic registration service. When a shareholder participates in the Annual 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 Annual General Meeting.

A power of attorney template and voting instructions will be available on the Company’s website at https://investors.purmogroup.com/governance/general-meetings/ by 31 March 2022 at 10:00 a.m. EEST at the latest. Possible proxy documents are to be delivered primarily as an attachment in connection with the registration and advance voting or alternatively by email to agm@innovatics.fi or as originals by mail to the address Innovatics Oy, AGM/Purmo Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. The proxy documents must be received before the end of the advance voting period on 14 April 2022 at 4:00 p.m. EEST.

Proxy representatives must register and vote in advance on behalf of a shareholder, and he/she can submit counterproposals and ask questions in the manner instructed in the notice. Delivery of proxy documents and advance votes by the due date for the registration and advance voting constitutes due registration for the Annual General Meeting, provided that the aforementioned information required for the registration is included in the documents.

4. Holders 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 he/she on the record date of the Annual General Meeting, i.e. on 11 April 2022, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder has, on the basis of such shares, been temporarily registered in the shareholders’ register maintained by Euroclear Finland Oy at the latest on 20 April 2022 at 10:00 a.m. EEST. This constitutes due registration for the Annual General Meeting with regard to nominee-registered shares.

A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and the registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank must temporarily register a holder of nominee-registered shares who wishes to participate in the Annual General Meeting in the shareholders’ register of the Company at the latest by the deadline stated above, and see to the voting in advance on behalf of a holder of nominee registered shares before the due date for the registration.

5. Other instructions and information

Shareholders who hold at least one hundredth of all the shares in the Company have the right to submit counterproposals concerning the matters on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals shall be delivered to the Company by email to legal@purmogroup.com by 30 March 2022 at 10:00 a.m. EEST at the latest. The shareholders shall in connection with the counterproposal present a statement of their shareholding. The counterproposal is admissible for consideration at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the Annual General Meeting and on the record date of the Annual General Meeting represent at least one hundredth of all shares in the Company. If a counterproposal will not be taken up for consideration at the Annual General Meeting, the votes given in favor of the counterproposal will not be taken into account. The Company will publish possible counterproposals to be put to a vote on the Company’s website at https://investors.purmogroup.com/governance/general-meetings/ by 31 March 2022 at 4:00 p.m. EEST at the latest.

A shareholder has the right to pose questions with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act in connection with the electronic voting no later than 7 April 2022 at 4:00 p.m. EEST or by email to legal@purmogroup.com. The Company will publish such questions by shareholders, responses to such questions by the Company’s management as well as other counterproposals than those put up to a vote on the Company’s website at https://investors.purmogroup.com/governance/general-meetings/ by 12 April 2022 at the latest. As a prerequisite for presenting questions or counterproposals, a shareholder must present sufficient evidence to the Company of his/her shareholdings.

Changes in the 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.

On the date of this notice, the total number of shares in the Company and votes represented by such shares is 42,611,527 shares and votes.

In Helsinki, 25 March 2022

PURMO GROUP PLC
The Board of Directors

Further information:
Josefina Tallqvist, Investor Relations of Purmo Group Plc, tel. +358 40 7455276

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