10 January 2024
Purmo Group Plc | Stock Exchange Release | January 10, 2024 at 14:00:00 EET
Purmo Group Plc Shareholders’ Nomination Board provides its proposal for the next Annual General Meeting planned to be held on 9 April 2024.
Proposal for remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the remuneration would not change, and 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 within two weeks after the release of the first quarter 2024 interim report, or as soon as legally possible thereafter. The Company will pay costs and transfer tax that relates to the purchase of Company shares. In case the portion of remuneration cannot be paid in Company shares due to legal or regulatory restrictions or reasons related to the Company or a member of the Board of Directors, the annual remuneration will be paid fully in cash. In case the term of office of a member would prematurely end, the annual fee shall be paid in proportion to the actual length of the term of office.
The Shareholders’ Nomination Board proposes to the Annual General Meeting that, in addition to annual fee, 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 800 per meeting held in the Board member’s country of residence;
- EUR 1,400 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 2,600 per meeting held on another continent than the Board member’s country of residence; or
- EUR 800 per meeting held by telephone or through virtual communication channels.
In addition, it is proposed that an additional meeting fee of EUR 800 be paid to the Chairman of the Board 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.
Proposal for the number of members of the Board of Directors and election 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).
The Shareholders’ Nomination Board proposes that the present members of the Board of Directors Tomas von Rettig, Matts Rosenberg, Alexander Ehrnrooth, Carina Edblad, Carlo Grossi, Jyri Luomakoski and Catharina Stackelberg-Hammarén 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-Hammarén 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/.
Shareholders’ Nomination Board was established on 28 June 2021 and the current composition is Chairman Matts Rosenberg, Rettig Group Ab, and members Alexander Ehrnrooth, Virala Oy Ab, and Sebastian Burmeister, Ahlström Invest B.V. Chairman of Purmo Group Plc’s Board of Directors Tomas von Rettig is an expert member of the Nomination Board.
Matts Rosenberg, Chairman of the Shareholders’ Nomination Board, Purmo Group Plc
Katariina Kataja, Head of Investor Relations, Purmo Group Plc
Tel. +358 40 527 1427
Nasdaq Helsinki Ltd
About Purmo Group:
Purmo Group is at the centre of the global sustainability journey, offering full solutions and sustainable ways of heating and cooling homes to mitigate global warming. We provide complete heating and cooling solutions to residential and non-residential buildings, including underfloor heating and cooling systems, a broad range of radiators, heat pumps, flow control and hydronic distribution systems, as well as smart products. Our mission is to be the global leader in sustainable indoor climate comfort solutions. Our approximately 3,170 employees operate in 24 countries, manufacturing and distributing top-quality products and solutions to our customers in more than 100 countries. Purmo Group’s shares are listed on Nasdaq Helsinki with the ticker symbol PURMO. More information: www.purmogroup.com.