Notice to the Extraordinary General Meeting of Virala Acquisition Company Plc

In order to reduce the risk of infection resulting from the coronavirus (COVID-19) situation, VAC will seek to limit the number of participants.

For the same reason, the Company respectfully requests that its shareholders give consideration to whether it is necessary for them to participate in the General Meeting at the meeting venue in person or represented by a representative other than the proxy representative designated by the Company. Shareholders are advised to primarily follow the General Meeting online via webcast and to vote in advance or to participate in the General Meeting by way of proxy representation arranged by the Company. Shareholders also have a possibility to submit questions concerning matters on the agenda of the General Meeting in advance. The Company will, at the latest by 1 December 2021, provide shareholders, on the Company’s website at www.virala.fi/en/governance/extraordinary-general-meeting, with a presentation on the proposed merger of Purmo Group Ltd (“Purmo Group”) into VAC. The presentation is not a part of the General Meeting. The above alternatives are described in more detail below in section C of this notice.

No catering will be arranged in connection with the meeting.

VAC is actively monitoring the development of the coronavirus situation and follows the instructions given by authorities. Any changes to the meeting arrangements that may be caused by the situation will be announced on the Company’s website at www.virala.fi/en/governance/extraordinary-general-meeting.

1. Matters on the agenda of the General Meeting

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

1. Opening of the meeting
2. Calling the meeting to order
3. Election of person to scrutinise the minutes and to 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
6. Resolution on the merger

6.1 Introduction

VAC announced on 8 September 2021 the proposed combination of VAC and Purmo Group’s business operations through a statutory absorption merger of Purmo Group into VAC pursuant to the Finnish Limited Liability Companies Act (624/2006, as amended) (the “Finnish Companies Act”) whereby all assets and liabilities of Purmo Group are transferred without a liquidation procedure to VAC (the “Merger”). As a consequence of the completion of the Merger, Purmo Group will dissolve and automatically cease to exist as a separate legal entity. The shareholders of Purmo Group will receive new class C shares in VAC (the “C Shares”) as merger consideration in proportion to their existing shareholdings in Purmo Group, having regard to the different classes of shares in Purmo Group. VAC after the Merger is hereinafter referred to as the “Combined Company”.

The Merger will constitute a business combination as set out in the SPAC regulations in the Nasdaq Nordic Main Market Rulebook for Issuers of Shares (a so-called “de-SPAC”), and VAC has initiated a listing process at Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) to list the Combined Company on the official list of Nasdaq Helsinki. In accordance with the SPAC regulations of Nasdaq Helsinki, the members of the Board of Directors of VAC independent of VAC and the management of VAC have unanimously decided to recommend that the shareholders of VAC support the Merger.

The contemplated Merger and subsequent listing of Purmo Group is expected to support Purmo Group’s well-defined strategy to grow both organically and through acquisitions, implementing its aim to be the global leader in sustainable indoor climate comfort solutions. The stock exchange listing significantly increases Purmo Group’s flexibility to finance future acquisitions with equity and/or debt, while maintaining an optimal capital structure.

VAC considers Purmo Group to be an excellent fit with VAC’s investment criteria and experience. Purmo Group, with approximately EUR 671 million in revenues and approximately EUR 85 million in adjusted EBITDA in 2020, is a leading provider of sustainable indoor climate comfort solutions, specialising in heating and cooling systems. VAC estimates Purmo Group to have good long-term growth and profitability potential through both organic growth and acquisitions. VAC’s executive management, Board of Directors and founding shareholder Virala Oy Ab have broad experience in owning, developing and driving value creation as hands-on owners and through M&A in international industrial companies with strong ties to Finland. VAC’s management is convinced that Purmo Group’s attractive underlying market, track record of growth and cash generation as well as its strategy for further upside based on organic growth, margin expansion through operational excellence and M&A build a strong foundation for growth and dividend distribution in the future.

Reference is made to the public announcement on the Merger dated 8 September 2021 for further information about its rationale and details.

In order to complete the Merger, the Board of Directors of VAC proposes that the General Meeting resolves on the statutory absorption Merger of Purmo Group into VAC in accordance with the merger plan approved by the Boards of Directors of VAC and Purmo Group dated 8 September 2021 and thereafter registered with the trade register maintained by the Finnish Patent and Registration Office (the “Finnish Trade Register”) on 10 September 2021 (the “Merger Plan”), and as part of approval of the Merger, and as further set out below:

1. approve the amended Articles of Association of the Combined Company in the form appended to the Merger Plan and the change of the company name;
2. resolve on the issuance of new shares of VAC as merger consideration to the shareholders of Purmo Group;
3. resolve on the increase of the share capital of the Combined Company;
4. resolve on the number of the members of the Board of Directors of the Combined Company;
5. resolve on the election of the members of the Board of Directors of the Combined Company;
6. resolve on the remuneration of the members of the Board of Directors of the Combined Company; and
7. resolve on the temporary deviation from the Charter of Shareholders’ Nomination Board of VAC.

The proposed resolutions under 6.2 (including items (a)–(g)) of the Board of Directors and the Shareholders’ Nomination Board of VAC form an entirety that requires the adoption of all its individual items by a single resolution. The General Meeting may only approve or reject the proposals set out in the Merger Plan, but not amend them.

The Merger as a whole and the resolutions under 6.2 (a)–(g) are conditional upon and will become effective upon the registration of the execution of the Merger with the Finnish Trade Register. The planned date of registration of the execution of the Merger with the Finnish Trade Register (the “Effective Date”) is 31 December 2021. The planned Effective Date may change as set out in the Merger Plan.

Shareholders holding in aggregate approximately 80.7 percent of the votes in VAC, including Virala Oy Ab, Ahlstrom Invest B.V., Jussi Capital Oy, Fennia Mutual Insurance Company, Svenska Litteratursällskapet i Finland, Oy Julius Tallberg Ab, and certain other shareholders including VAC’s executive management and members of the Board of Directors, have undertaken to attend the General Meeting and to vote in favour of the Board of Director’s proposal regarding the Merger.

Following the execution of the contemplated Merger, Rettig Group Ltd, the controlling shareholder of Purmo Group, would hold a maximum of 72.4 per cent of the votes in the Combined Company, which exceeds three tenths (3/10) as well as one half (1/2) of the total voting rights attached to the shares of the Combined Company and would therefore trigger an obligation to make a public tender offer for the remaining shares of the Combined Company pursuant to Chapter 11, section 19 of the Finnish Securities Markets Act (746/2012, as amended) (the “Finnish Securities Markets Act”). Rettig Group Ltd, together with its parent company, Rettig Capital Ltd, has on 7 September 2021 received from the Finnish Financial Supervisory Authority a permanent exemption referred to in Chapter 11, section 26 of the Finnish Securities Markets Act from the obligation to launch a mandatory tender offer. The exemption requires that shareholders who are independent of the arrangement must vote in favour of the Merger by a majority of at least two thirds of the votes cast at the General Meeting.

A shareholder of VAC, who has voted against the Merger at the General Meeting, has the right as referred to in Article 10 of VAC’s Articles of Association, to request that their C Shares be redeemed into cash equal to their pro rata share of the aggregate amount in the blocked bank accounts of VAC. On the date of this notice, VAC has deposited EUR 96.75 million in the blocked bank accounts (i.e., nine (9) euros per C Share issued in connection with the initial public offering of VAC in June 2021). Such shareholders, who have voted against the Merger, may, during ten (10) working days from and including the day of the General Meeting, notify the Company’s Board of Directors that they wish to have all of their C Shares redeemed. Such request shall be made in writing in the manner and on the form provided by the Company and to be made available on the Company’s website at www.virala.fi/en/governance/extraordinary-general-meeting on the date of the General Meeting at the latest. The shareholders’ right to have their C-Shares redeemed shall, however, be limited to shares representing in aggregate no more than ten (10) per cent of the total number of issued and outstanding C Shares on the record date of the General Meeting.

6.2 Resolution on the Merger

Pursuant to the Merger Plan, Purmo Group shall be merged into VAC through a statutory absorption merger, so that all assets, rights and liabilities of Purmo Group shall be transferred without a liquidation procedure to VAC in a manner described in more detail in the Merger Plan.

The Board of Directors of VAC proposes that the General Meeting resolves on the Merger of Purmo Group into VAC in accordance with the Merger Plan and approves the Merger Plan. In addition to the other matters described in the Merger Plan, the resolution on the Merger includes the following key matters as specified in the Merger Plan:

(a) Amendment of the Articles of Association

Pursuant to the Merger Plan, the Articles of Association of the Combined Company shall be amended in connection with the execution of the Merger on the Effective Date. The most significant amendments include the change of the Company name into Purmo Group Plc (Article 1), a change to the Combined Company’s field of business (Article 2), a technical change to the threshold as regards the preferential dividend carried by the C Shares because of the issuance of new C Shares in the Merger (Article 3), and an increase of the maximum number of members of the Board of Directors (Article 4). In addition, all references to class E shares are proposed to be removed from the Articles of Association of the Combined Company as the execution of the Merger constitutes a dilution event as defined in the Articles of Association of VAC as at the date of the Merger Plan, resulting in the conversion of all class E shares into class F shares upon completion of the Merger. The amended Articles of Association of the Combined Company have been appended in their entirety to the Merger Plan.

In addition to the amended Articles of Association as appended in the Merger Plan, it is proposed that Article 10 of the Articles of Association of VAC (right of redemption at the request of shareholders) be removed conditionally, upon the registration of the execution of the Merger and potential requests for redemption of C Shares pursuant to Article 10 having been carried out. This entails that in case no requests for redemption pursuant to Article 10 have been presented following the General Meeting, the Board of Directors will, in connection with the registration of the execution of the Merger, notify an amendment to the Articles of Association of the Combined Company including, in addition to the amendments set out in the appendix to the Merger Plan, also the removal of Article 10, as well as necessary subsequent adjustments to the numbering of the articles in the Articles of Association of the Combined Company. On the other hand, should shareholders of VAC request redemption of C Shares pursuant to Article 10 following the General Meeting, the Board of Directors shall, following the Effective Date and after having carried out the redemptions pursuant to Article 10, promptly notify the Finnish Trade Register on the registration of the removal of Article 10 from the Articles of Association of the Combined Company.

(b) Merger consideration

Pursuant to the Merger Plan, the shareholders of Purmo Group shall receive as merger consideration 2.600334506 new C Shares in VAC for each class K share, 2.600334506 new C Shares in VAC for each class K1 share and 4089.270894510 new C Shares in VAC for each class P share they hold in Purmo Group (the “Merger Consideration”), that is, the Merger Consideration shall be issued to the shareholders of each class of shares in Purmo Group in proportion to their shareholdings of such class of shares at the end of the last business day preceding the Effective Date.

In accordance with Chapter 16, Section 16, Subsection 3 of the Finnish Companies Act, shares in the Purmo Group held by Purmo Group do not carry a right to the Merger Consideration.

In case the number of C Shares received by a shareholder of Purmo Group as Merger Consideration is a fractional number, the fractions shall be rounded down to the nearest whole number for the purpose of determining the Merger Consideration to be received by the relevant shareholder. Fractional entitlements to new C Shares of VAC shall be aggregated and sold in public trading on the Nasdaq Helsinki and the proceeds, after the deduction of costs arising from the sale and distribution of such fractional entitlements, shall be distributed to shareholders of Purmo Group entitled to receive such fractional entitlements in proportion to their holding of such fractional entitlements.

The final total number of C Shares in VAC to be issued as Merger Consideration shall be determined using the applicable exchange ratio set forth above and on the basis of the number of shares of the relevant class in Purmo Group held by shareholders, other than Purmo Group itself, at the end of the last business day preceding the Effective Date. Such total number of C Shares issued as Merger Consideration shall be rounded down to the nearest full share.

On the date of this notice, Purmo Group holds 41,960 class K shares in treasury. Based on the situation on the date of this notice, the total number of C Shares in VAC to be issued as Merger Consideration would therefore be 29,461,693 C Shares. The final number of shares to be issued as Merger Consideration may however be affected by, among other things, any change concerning the number of shares issued and outstanding in Purmo Group or held by Purmo Group in treasury, e.g. as a result of the settlement of Purmo Group’s share-based incentive plans, prior to the registration of the execution of the Merger.

(c) Increase of share capital

Pursuant to the Merger Plan, the Board of Directors of VAC proposes that the share capital of VAC shall be increased by EUR 3,000,000 in connection with the registration of the execution of the Merger.

(d) Number of members of the Board of Directors

Pursuant to the Merger Plan, the Shareholders’ Nomination Board of VAC, after consultation with Rettig Group Ltd in its capacity as the controlling shareholder of Purmo Group, proposes that the number of members of the Board of Directors of VAC shall be seven (7).

(e) Composition of the Board of Directors

Pursuant to the Merger Plan, the Shareholders’ Nomination Board of VAC, after consultation with Rettig Group Ltd in its capacity as the controlling shareholder of Purmo Group, proposes that Alexander Ehrnrooth (current Chairman of the Board of Directors of VAC) is re-elected as a member of the Board of Directors and that Tomas von Rettig (current Chairman of the Board of Directors of Purmo Group), Matts Rosenberg (current member of the Board of Directors of Purmo Group), Carina Edblad, Carlo Grossi, Jyri Luomakoski and Catharina Stackelberg-Hammarén are elected as new members of the Board of Directors.

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. The Nomination Board has been informed by the proposed Board members that the Board is expected to have three committees: an Audit Committee, a Remuneration Committee and a Mergers & Acquisitions Committee. The Audit Committee is expected to be chaired by Jyri Luomakoski, the Remuneration Committee is expected to be chaired by Tomas von Rettig and the Mergers & Acquisitions Committee is expected to be chaired by Matts Rosenberg.

The Shareholders’ Nomination Board proposes that the new Board composition is elected conditional upon the completion of the Merger for the term commencing on the Effective Date and expiring at the end of the first Annual General Meeting of the Combined Company following the Effective Date. The term of the currently serving members of the Board of Directors not conditionally elected to continue in the Board of Directors of the Combined Company for the term commencing on the Effective Date shall end on the Effective Date.

Three (3) of the Board nominees (Alexander Ehrnrooth, Tomas von Rettig and Matts Rosenberg) are considered independent of the Combined Company but not independent of its significant shareholders. Four (4) of the Board nominees are considered independent of the Combined Company and its significant shareholders.

The Board member nominees have given their consent to the election. CV’s of the Board nominees are available on VAC’s website at www.virala.fi/en/governance/extraordinary-general-meeting.

(f) Remuneration of the members of the Board of Directors

Pursuant to the Merger Plan, the Shareholders’ Nomination Board of VAC, after consultation with Rettig Group Ltd in its capacity as the controlling shareholder of Purmo Group, proposes that the members of the Board of Directors of the Combined Company conditionally elected for the term commencing on the Effective Date and expiring at the end of the first Annual General Meeting of the Combined Company following the Effective Date 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 of VAC proposes that approximately 40% of the annual fee be paid in the Combined Company’s 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 of VAC, after consultation with Rettig Group Ltd in its capacity as the controlling shareholder of Purmo Group, further proposes 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.

(g) Temporary deviation from the Charter of the VAC Shareholders’ Nomination Board

Pursuant to the Merger Plan, the Board of Directors of VAC proposes that, conditional upon the registration of the execution of the Merger, the General Meeting resolves on a temporary deviation from the Charter of the Shareholders’ Nomination Board of VAC to the effect that, for the purposes of the next Annual General Meeting following the Effective Date, the members of the Shareholders’ Nomination Board will be based on the three (3) largest shareholders in the Combined Company on the tenth business day following the Effective Date.

7 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 of VAC proposes to the General Meeting that the Board of Directors be authorised to resolve on the issuance of C Shares as well as the issuance of special rights entitling to C Shares referred to in Chapter 10, Section 1 of the Finnish Companies Act in one or several tranches.

The number of 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 C Shares in the Combined Company on the Effective Date, once Purmo Group has merged into VAC. The authorisation may be used to improve VAC’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 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 2022. The authorisation revokes the previous authorisations granted by a unanimous resolution of the shareholders to the Board of Directors on 13 June 2021 to resolve on the issuance of shares as well as on the issuance of special rights entitling to shares.

8 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 of VAC proposes to the General Meeting that the Board of Directors be authorised to resolve on the repurchase of the Company’s own C Shares as well as on the acceptance of them as pledge.

The number of C Shares to be repurchased or accepted as pledge by virtue of this authorisation shall not exceed 4,000,000 own C Shares in the Company, which corresponds to approximately 10 per cent of all of C Shares in the Combined Company on the Effective Date, once Purmo Group has merged into VAC, 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 VAC’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 2022.

9 Closing of the meeting

B. Documents of the General Meeting

The Merger Plan, proposals for the resolutions on the matters on the agenda of the General Meeting as well as this notice are available on VAC’s website at www.virala.fi/en/governance/extraordinary-general-meeting. Other documents, which according to the Finnish Companies Act shall be kept available for the shareholders, will be available on the above-mentioned website as of 12 November 2021 at the latest. The proposals for resolutions and the other above-mentioned documents will also be available at the General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. VAC jointly with Purmo Group will in addition prepare a Finnish language prospectus and an English language translation of the prospectus which will be published before the General Meeting.

The minutes of the General Meeting will be available on the above-mentioned website as of 27 December 2021 at the latest.

C. Instructions for the participants in the General Meeting

1. Right to participate and registration

Each shareholder, who is registered on the record date of the General Meeting, on 30 November 2021, in the shareholders’ register of the Company maintained by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her Finnish book-entry account, is registered in the shareholders’ register of the Company.

A shareholder who is registered in the shareholders’ register of the Company and who wants to participate in the General Meeting, shall register for the meeting no later than on 7 December 2021 at 4:00 p.m. EET by giving a prior notice of participation. The notice must be received by the Company before the end of the registration period. Registration for the General Meeting starts on 15 November 2021 at 10:00 a.m. EET:

a) through the Company’s website at www.virala.fi/en/governance/extraordinary-general-meeting;

The electronic registration requires strong electronic authentication with a Finnish or Swedish bank ID or mobile certificate by the shareholder or his/her legal representative or proxy representative.

b) by sending a written notification to the address Innovatics Oy, EGM / Virala Acquisition Company Plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland; or

c) by email to address egm@innovatics.fi.

In connection with the registration, a shareholder is required to notify his/her name, personal identification number or business identity code, telephone number, the name of a possible proxy representative or legal representative and the personal identification number of the possible proxy representative or legal representative. The personal data given to VAC and Innovatics Ltd, acting as a service provider for the General Meeting, by shareholders and the representatives is used only in connection with the General Meeting and with the processing of related registrations.

The shareholder, his/her authorised representative or proxy representative shall, if necessary, be able to prove his/her identity and/or right of representation at the General Meeting.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e., on 30 November 2021, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by 8 December 2021 by 10:00 a.m. EET. As regards nominee registered shares this constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organisation of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary 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 nominee-registered shares.

3. Proxy representative and powers of attorney

A shareholder who has registered for the meeting may participate in and exercise his/her rights at the General Meeting by way of proxy representation.

Due to the prevailing coronavirus situation and in order to reduce the risk of infection, shareholders are advised to primarily participate in the meeting by way of proxy representation arranged by the Company as set out in this section C. 3. or by voting in advance as set out in section C. 4. below.

A shareholder can use the proxy service provided by the Company free of charge and authorise a proxy representative designated by the Company to represent the shareholder in the meeting in accordance with the shareholder’s voting instructions. The proxy representative designated by the Company is attorney-at-law Anniina Järvinen from Hannes Snellman Attorneys Ltd or a person appointed by her. Detailed instructions for using the proxy service provided by the Company together with the proxy document including voting instructions will be available on the Company’s website www.virala.fi/en/governance/extraordinary-general-meeting at the latest by 15 November 2021. Further information about the designated proxy representative is available at www.hannessnellman.com/people/all/anniina-jaervinen/.

A shareholder may also authorise another proxy representative. The proxy representative is required to produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. The legal representation right can also be demonstrated by using the suomi.fi authorisation service available in the electronic registration service.

If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares held at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible proxy documents should be notified in connection with registration. They are requested to be delivered completed and signed as an attachment in connection with the electronic registration or by email to the address egm@innovatics.fi or as originals by mail to the address Innovatics Oy, EGM/Virala Acquisition Company Plc, Ratamestarinkatu 13 A, 00520 Helsinki before the end of the registration period. A proxy representative must be prepared to present the proxy document also at the meeting venue.

4. Advance voting

Due to the prevailing coronavirus situation and in order to reduce the risk of infection, shareholders are advised to participate in the meeting by way of proxy representation arranged by the Company as set out in section C. 3. above or by voting in advance as set out in this section C. 4.

A shareholder who has a Finnish book-entry account may vote in advance on certain items on the agenda of the General Meeting during the time period from 15 November 2021 at 10:00 a.m. EET until 7 December 2021 at 4:00 p.m. EET.

It is not possible for a shareholder having voted in advance to use his/her right under the Finnish Companies Act to pose questions or to request a vote at the General Meeting, and his/her ability to vote on an agenda item possibly having changed after the commencement of the advance voting may be restricted, unless he/she is present at the General Meeting in person or by proxy representation.

Advance voting can take place:

a) through the Company’s website at the address www.virala.fi/en/governance/extraordinary-general-meeting

The advance voting via VAC’s website requires strong electronic authentication with a Finnish or Swedish bank ID or mobile certificate by the shareholder or his/her legal representative or proxy representative.

b) By email or mail

Shareholders may send the advance voting form available on the Company’s website or corresponding information by mail to Innovatics Ltd to the address Innovatics Oy, EGM / Virala Acquisition Company Plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by email to egm@innovatics.fi.

If a shareholder participates in the General Meeting by submitting advance votes by mail or email to Innovatics Ltd, the submission of the advance votes before the end of the registration and advance voting period constitutes registration for the meeting, provided that the information required for registration mentioned above in section C. 1 has been given.

The conditions and instructions relating to the electronic advance voting may be found the Company’s website www.virala.fi/en/governance/extraordinary-general-meeting on 15 November 2021 at the latest.

Additional information regarding registration and advance voting is also available during the registration period of the General Meeting by telephone from the number +358 10 2818 909 from Monday to Friday 9:00 a.m. to 12:00 noon and 1:00 p.m. to 4:00 p.m.

5. Other information

The Company will arrange an opportunity for shareholders who have registered for the meeting to follow the meeting online via a webcast. Detailed instructions on following the webcast can be found on the Company’s website www.virala.fi/en/governance/extraordinary-general-meeting before the meeting. Shareholders are asked to take into account that following the meeting via webcast is not considered as participation in the General Meeting and that it does not make possible for shareholders to exercise their rights at the General Meeting through the webcast. It is recommended for shareholders to exercise their voting rights in advance or alternatively by proxy representation (instructions above) in addition to following the General Meeting via the webcast.

The Company is offering shareholders the possibility to submit questions concerning matters on the agenda of the General Meeting in advance. The questions must be submitted by email to the address investors@virala.fi by 28 November 2021 at 10:00 a.m. EET. Such advance questions do not constitute information requests pursuant to Chapter 5, Section 25 of the Finnish Companies Act but the Company will seek to address the questions on its website www.virala.fi/en/governance/extraordinary-general-meeting by 1 December 2021 and during the meeting to the extent possible.

The Company will provide shareholders, on the Company’s above-mentioned website by 1 December 2021, with a presentation on the proposed Merger.

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

On the date of this notice to the General Meeting, 29 October 2021, the total number of outstanding shares in VAC is 12,345,217 shares of which 10,780,000 are C Shares, 937,391 are class F shares and 627,826 are class E shares. The total number of votes is 11,717,391 votes. The Company does not hold any treasury shares. Changes in shareholdings after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s voting rights at the General Meeting.

In Helsinki, 29 October 2021
VIRALA ACQUISITION COMPANY PLC
The Board of Directors

Additional information:
CEO Johannes Schulman, tel. +358 50 321 7447
CFO Mia Alholm
Project Assistant Charlotta Palm

Distribution:
Nasdaq Helsinki
Principal media
www.virala.fi

About Purmo Group – Purmo Group is an internationally leading company in sustainable indoor climate comfort solutions. Purmo Group’s comprehensive product offering includes radiators, towel warmers, underfloor heating, convectors, valves and controls. The company’s 3,300 industry professionals operate through 34 locations in 19 countries, manufacturing and distributing top quality products and solutions to customers in more than 100 countries globally. www.purmogroup.com

About Rettig Group – Rettig Group is a leading Finnish family-owned investment company that creates value for generations through active and responsible ownership. Rettig Group’s core investments are eQ, Purmo Group, SigmaRoc, and Terveystalo. Rettig Group is also increasingly active in financial investments, including private equity fund and co-investments. www.rettig.fi

About VAC – Virala Acquisition Company Plc (VAC) is a Finnish acquisition company, tailored to the Finnish capital markets. The goal of VAC is to identify and execute one or more acquisitions that aim to create significant value for both the shareholders and the target company, as well as complement the Finnish capital markets. VAC seeks one or more companies and/or businesses with an estimated enterprise value ranging from approximately EUR 50 to EUR 500 million. The founding shareholder of VAC is the industrial enterprise Virala which has committed to act as a long-term anchor owner and developer of the companies to be acquired. www.virala.fi/en

About Virala – Virala Group is a long-established industrial owner. The group includes family-owned and co-controlled private and publicly traded companies, in which Virala acts as an active owner with significant shareholdings. In addition, Virala actively manages a global portfolio including private equity, venture capital and real estate investments. Virala is the leading investor in five listed companies in Finland and Sweden, which in aggregate generated EUR 4.6 billion in revenue and had more than 13,000 employees around the world in 2020. Virala Group’s average annual return on equity was 24.7% during 2014–2020. The parent company of Virala Group, Virala Corporation, is owned by Alexander and Albert Ehrnrooth.

Important notice

In a number of jurisdictions, such as in Australia, Canada, the Hong Kong Special Administrative Region of the People’s Republic of China, Japan, Singapore, South Africa and the United States, the distribution of this notice may be subject to restrictions imposed by law (such as registration of the relevant offering documents or transaction, admission, qualification and other regulations). In particular, neither the Merger Consideration Shares nor any other securities referenced in this notice have been registered or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States and as such neither the Merger Consideration Shares nor any other security referenced in this notice may be offered or sold in the United States except pursuant to an applicable exemption from registration under the U.S. Securities Act.

This notice is neither an offer to sell nor the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in the United States or any other jurisdiction in which such offering, solicitation or sale would be unlawful. This notice must not be released or otherwise forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where the distribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the U.S. Securities Act or other applicable securities law or regulation.

The information contains forward-looking statements. All statements other than statements of historical fact included in the information are forward-looking statements. Forward-looking statements give the Company’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance, benefits of the Merger, and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as “expect”, “consider”, “aim”, “intend”, “may”, “plan”, “would”, “could” and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the Company’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which it will operate in the future.