29 October 2021
Virala Acquisition Company Oyj, Stock Exchange Release, 29th October 2021 at 8.00 a.m. EEST.
The Shareholders’ Nomination Board (the “Nomination Board”) of Virala Acquisition Company Plc (the “Company”) makes the following proposals to the Extraordinary General Meeting of the Company to be held on 13 December 2021. The Extraordinary General Meeting is resolving on the approval of the combination of the Company and Purmo Group Ltd’s (“Purmo Group”) business operations through a statutory absorption merger of Purmo Group into the Company (the “Merger”). All proposals herein are conditional to the completion of the Merger, which is expected to take place on 31 December 2021.
The proposals herein are made after consultation with Rettig Group Ltd (“Rettig”) in its capacity as the controlling shareholder of Purmo Group.
Resolution on the remuneration of the Members of the Board of Directors
The Nomination Board proposes that the annual remuneration of the Board of Directors and Board Committees is as follows:
The Chairman of the Board shall annually receive a fee of EUR 92,000, the Vice Chairman and the Chairmen of the Board Committees EUR 53,000 each and the ordinary Board Members EUR 48,000 each.
The Nomination Board proposes that approximately 40% of the annual fee shall be paid in the form of class C shares of the Company. 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 following meeting fees shall be payable to Board Members for each meeting of the Board of Directors and its Committees:
- EUR 600 per meeting held in the Board Member’s country of residence;
- EUR 1,200 per meeting held outside the Board Member’s country of residence but on the same continent as the Board Member’s country of residence;
- EUR 2,400 per meeting held on another continent than the Board Member’s country of residence; or
- EUR 600 per meeting held by telephone or through virtual communication channels
An additional meeting fee of EUR 600 shall be payable to the Chairman of the Board and the Chairmen of the Board Committees for each meeting of the Board and its committees.
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 Nomination Board further proposes that each of the Members of the Board of Directors shall have the right to abstain from receiving remuneration.
Resolution on the number of Members of the Board of Directors
The Nomination Board proposes that the number of members of the Board of Directors be seven (7).
Election of Members of the Board of Directors
The Nomination Board proposes that Alexander Ehrnrooth (current Chairman of the Board of Directors of the Company) is re-elected as Board Member of the Company 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 Board Members.
The Nomination Board proposes that Tomas von Rettig is elected Chairman of the Board of Directors and Matts Rosenberg is elected 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 Nomination Board proposes that the new Board composition is elected conditional upon the completion of the Merger, which is expected to take place on 31 December 2021, for the term commencing on the date of completion of the Merger and expiring at the end of the first Annual General Meeting of the Company following the completion of the Merger. The term of the currently serving Members of the Board of Directors not conditionally elected to continue in the Board of Directors of the Company for the term commencing on the date of completion of the Merger shall end on the date of completion of the Merger.
Rettig has informed the Nomination Board that the same Board Members will also be elected to the Board of Purmo Group on 13 December 2021.
Tomas von Rettig, b. 1980, BBA (Bachelor of Business Administration), CEFA (Certified European Financial Analyst), has served as Chairman of the Board of Rettig Group Ltd. since 2019. He was President and CEO of Rettig Group in 2016-2019 and in 2008-2015 he held various management positions in the company. Tomas von Rettig is the Chairman of the Board of Directors of Purmo Group Oy Ab, he is the Vice Chairman of the Board of Directors of Terveystalo Plc and Member of the Board of eQ Plc. Tomas von Rettig is a Finnish citizen.
Tomas von Rettig is independent of the Company and dependent of its significant shareholder Rettig Group Ltd.
Matts Rosenberg, b. 1977, Ph.D (Econ) has served as CEO of Rettig Group Ltd. since 2019. He has also served as Deputy CEO and Head of Core Investments of Rettig Group in 2018-2019 and as COO of Rettig Group in 2016-2018. During 2014-2016 Rosenberg served as Deputy CEO and CFO of Fortaco Group. Matts Rosenberg is a Member of the Board of Purmo Group since 2016. He served as Chairman of the Board of Nordkalk Corporation in 2018 – 2021 (Member of the Board in 2016 – 2018) and as Chairman of the Board of Alandia Försäkring Abp in 2020 – 2021. He is also Member of the Board of Purmo Group Oy Ab. Matts Rosenberg is a Finnish citizen.
Matts Rosenberg is independent of the Company and dependent of its significant shareholder Rettig Group Ltd.
Alexander Ehrnrooth, b. 1974, M.Sc (Econ) and MBA has served as CEO of Virala Oy Ab since 1995 and as CEO of Belgrano Inversiones Oy since 2013. Alexander Ehrnrooth currently is the Chairman of the Board of Directors of Virala Acquisition Company Plc. He is also a Member of the Board of Ahlstrom-Munksjö Oyj, YIT Corporation, Family G.J. Ehrnrooth Foundation and Louise and Göran Ehrnrooth Foundation. Alexander Ehrnrooth is a Finnish citizen.
Alexander Ehrnrooth is independent of the Company and dependent of its significant shareholder Virala Oy Ab.
Carina Edblad, b. 1963, M.Sc. (Eng) has served as a CEO of Thomas Betong AB since 2011. Before that she had numerous senior management positions within Skanska during 1998-2010. She is a Member of the Board of Instalco and also Member of Royal Swedish Academy of Engineering Sciences. Carina Edblad is a Swedish citizen.
Carina Edblad is independent of the Company and its significant shareholders.
Carlo Grossi, b. 1956, Master’s in Engineering (University of Bologna), Advanced Management Program INSEAD, serves as Chairman of the Board of Directors of Mitsubishi Electric Hydronics & IT Cooling Systems S.p.A. since 2021. He served as the company’s CEO in 2016-2021. He has served as CEO of DeLClima in 2011-2015 and Managing Director of Dl Radiators S.p.A. in 2010-2014. Before that he held several management positions in various companies in the packaging machinery industry. Carlo Grossi is an Italian Citizen
Carlo Grossi is independent of the Company and independent from its significant shareholders.
Jyri Luomakoski, b. 1967, MBA, served as President and CEO of Uponor Corporation in 2008-2021. He was Deputy CEO of Uponor Corporation in 2002-2008 and CFO of Uponor Corporation in 1999-2008. Before that he held various positions in several companies in Finland and Germany. Jyri Luomakoski serves as Vice Chairman the Board of Directors of Fiskars Group and is a Member of the Board of Varma Mutual Pension Insurance Company. Jyri Luomakoski is a Finnish citizen.
Jyri Luomakoski is independent of the Company and independent from its significant shareholders.
Catharina Stackelberg-Hammarén, b. 1970, M.Sc. (Econ), is the founder and Executive Chairman of Marketing Clinic since 2004. She has also served in several positions at the Coca-Cola Company within the Nordic & Baltic Division. During her almost ten-year employment at Coca-Cola she served as a Managing Director of Coca-Cola Finland in 2003-2004 and 2000-2002 as Managing Director of Coca-Cola Sweden in 2002-2003. In 2000 she was the Marketing Director of Coca-Cola Nordic & Baltic Division and prior to that she was responsible for marketing at Coca-Cola Finland.
Catharina Stackelberg-Hammarén is a Member of the Board of Alma Media Corporation, Marimekko Corporation, Royal Unibrew A/S and Kojamo plc. Catharina Stackelberg-Hammarén is a Finnish citizen.
Catharina Stackelberg-Hammarén is independent of the Company and its significant shareholders.
The Board Member nominees have given their consent to the election.
CVs of the proposed Members of the Board of Directors are available on the Company’s
website at https://www.virala.fi/en/governance/extraordinary-general-meeting.
Helsinki, 29 October 2021
The Shareholders’ Nomination Board
Virala Acquisition Company Plc
Additional information:
Alexander Ehrnrooth
Chairman of the Shareholders’ Nomination Board
Chairman of the Board of Directors
Matts Rosenberg
CEO of Rettig Group Ltd.
Distribution:
Nasdaq Helsinki
Principal media
www.virala.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 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/
