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Tid*
2025-01-16 N/A X-dag kvartalsutdelning PURMO 0.09
2024-10-22 - Kvartalsrapport 2024-Q3
2024-10-17 - X-dag kvartalsutdelning PURMO 0.09
2024-09-03 - Extra Bolagsstämma 2024
2024-07-18 - X-dag kvartalsutdelning PURMO 0.09
2024-07-17 - Kvartalsrapport 2024-Q2
2024-04-24 - Kvartalsrapport 2024-Q1
2024-04-18 - X-dag kvartalsutdelning PURMO 0.09
2024-04-09 - Årsstämma
2024-03-14 - X-dag kvartalsutdelning PURMO 0.09
2024-02-13 - Bokslutskommuniké 2023
2023-12-11 - X-dag kvartalsutdelning PURMO 0.09
2023-10-25 - Kvartalsrapport 2023-Q3
2023-09-14 - X-dag kvartalsutdelning PURMO 0.09
2023-07-19 - Kvartalsrapport 2023-Q2
2023-04-26 - Kvartalsrapport 2023-Q1
2023-04-13 - X-dag kvartalsutdelning PURMO 0.09
2023-04-12 - Årsstämma
2023-02-09 - Bokslutskommuniké 2022
2022-11-10 - Kvartalsrapport 2022-Q3
2022-09-23 - X-dag halvårsutdelning PURMO 0.18
2022-08-11 - Kvartalsrapport 2022-Q2
2022-05-12 - Kvartalsrapport 2022-Q1
2022-04-26 - X-dag halvårsutdelning PURMO 0.18
2022-04-25 - Årsstämma
2022-03-03 - Bokslutskommuniké 2021

Beskrivning

LandFinland
ListaMid Cap Helsinki
SektorIndustri
IndustriIndustriprodukter
Purmo Group är verksamt inom komfortlösningar för inomhusklimat i Europa. Bolaget tillhandahåller värme- och kyllösningar till bostadshus och lokaler, inklusive radiatorer, handduksvärmare, golvvärme, konvektorer, ventiler och kontroller. Verksamheten är indelad i ett flertal affärsområden och lösningarna används exempelvis inom industrin samt bland fastigheter. Kunderna återfinns på global nivå med störst koncentration inom Europa. Produkterna riktar sig till företagskunder och privatpersoner.
2024-08-13 09:00:00

Purmo Group Plc | Stock Exchange Release | August 13, 2024 at 10:00:00 EEST

Notice is given to the shareholders of Purmo Group Plc (the “Company” or “Purmo Group”) of the Extraordinary General Meeting to be held on Tuesday, 3 September 2024, starting at 10:00 a.m. (EEST) at the premises of Hannes Snellman Attorneys Ltd, at Eteläesplanadi 20, 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 9:30 a.m. (EEST).

Project Grand Bidco (UK) Limited (the “Offeror”) and Purmo Group have on 26 April 2024 entered into a combination agreement, as amended on 14 June 2024 (the “Combination Agreement”), pursuant to which the Offeror has made a voluntary public cash tender offer to acquire all of the issued and outstanding shares in Purmo Group that are not held by Purmo Group or any of its subsidiaries (the “Tender Offer”).

On 2 August 2024, the Offeror announced that it will complete the Tender Offer in accordance with its terms and conditions. The Tender Offer is expected to be completed and the offer price paid by the Offeror on or about 16 August 2024, after which the Offeror's shareholding in Purmo Group will exceed 94 per cent of all the shares and votes in Purmo Group.

Pursuant to the Combination Agreement, after the Offeror has publicly confirmed that it will complete the Tender Offer, the Board of Directors of Purmo Group shall, at the Offeror’s written request, convene an Extraordinary General Meeting of shareholders of the Company. This notice, including the matters to be considered at the Extraordinary General Meeting, is based upon such written request by the Offeror.

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
 
At the Extraordinary General Meeting, the following matters will be considered:
 
1. Opening of the meeting
 
2. Calling the meeting to order
 
3. Election of the persons to scrutinise the minutes and to supervise the counting of votes
 
4. Recording the legality of the meeting
 
5. Recording the attendance and adoption of the list of votes
 
6. Resolution on the remuneration of the members of the Board of Directors

It is proposed to the Extraordinary General Meeting that no remuneration is paid to the members of the Board of Directors to be elected for the term of office commencing at the closing of the Extraordinary General Meeting and ending at the closing of the next Annual General Meeting. 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.

It is further proposed to the Extraordinary General Meeting that the annual remuneration that has been paid by Purmo Group Plc to the current members of the Board of Directors in accordance with the resolution of the Annual General Meeting held on 9 April 2024 is paid in full and is not reclaimed in proportion to the length of their term in office.

7. Resolution on the number of members of the Board of Directors

It is proposed to the Extraordinary General Meeting that the number of members of the Board of Directors of Purmo Group Plc would be confirmed as five (5).

8. Election of members of the Board of Directors

It is proposed to the Extraordinary General Meeting that: Waleed Elgohary, Trevor Mills, Jordan Lubkeman, Matts Rosenberg and John Peter Leesi be elected as members of the Board of Directors for a term of office commencing at the closing of the Extraordinary General Meeting and ending at the closing of the next Annual General Meeting. The term of office of all other current members of the Board of Directors would end upon the commencement of the term of the aforementioned proposed members of the Board of Directors.

It is proposed that shareholders take a position on the composition of the Board of Directors as a whole.

All persons mentioned above have given their consent to the position. The CVs of the members of the Board of Directors proposed for election can be found on Purmo Group Plc’s website at https://investors.purmogroup.com/governance/general-meetings/.

9.  Resolution on the disbandment of the Shareholders’ Nomination Board

Purmo Group Plc has a Shareholders’ Nomination Board (the “Nomination Board”), which has been established by a unanimous resolution of the Company's shareholders on 13 June 2021. The Nomination Board has been established to serve until further notice.

It is proposed that the Extraordinary General Meeting resolves that the Nomination Board is disbanded so that the decision would become effective immediately upon having been taken by the Extraordinary General Meeting.

10. Closing of the meeting
 
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
 
The proposals for the resolutions on the matters on the agenda of the Extraordinary General Meeting set out above as well as this notice are available on the Purmo Group Plc’s website at https://investors.purmogroup.com/governance/general-meetings/. The resolution proposals and other documents mentioned above will also be made available at the Extraordinary General Meeting.

The minutes of the Extraordinary General Meeting will be made available on the aforementioned website on 17 September 2024 at the latest.
 
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
 
1. Right to participate and notification of participation

1.1 Shareholders registered in the shareholders’ register
 
Each shareholder registered in the Company’s register of shareholders kept by Euroclear Finland Oy on the record date of the Extraordinary General Meeting, 22 August 2024, has the right to participate in the Extraordinary General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account, is registered in the Company’s register of shareholders. The use of proxies is described below.

Registration for participation in the Extraordinary General Meeting will commence on 13 August 2024 at 4:00 p.m. (EEST). A shareholder registered in the Company’s register of shareholders wishing to participate in the Extraordinary General Meeting shall register for the Extraordinary General Meeting no later than 28 August 2024 at 4:00 p.m. (EEST), by which time the notice of participation must be received.

It is possible to register for the Extraordinary General Meeting:

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

Electronic registration requires strong electronic authentication with a Finnish, Swedish or Danish bank ID or mobile certificate by the shareholder or their legal representative or proxy representative.

In case a shareholder that is a legal entity uses electronic Suomi.fi authorization, registration requires strong electronic authentication from the authorized person, which works with a Finnish bank ID or mobile certificate.

b) By mail or email

By mail to the address Innovatics Ltd, Extraordinary General Meeting / Purmo Group Plc, Ratamestarinkatu 13 A, 00520 Helsinki or by email to the address egm@innovatics.fi.

The requested information shall be given upon registration, such as: the shareholder’s name, date of birth/business ID number, address, telephone number, as well as the name of any assistant or proxy, and the date of birth of the proxy. Personal data will only be used in connection with the Extraordinary 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 regarding the Extraordinary General Meeting, which is available at https://investors.purmogroup.com/governance/general-meetings/.

The shareholders, their representatives or their proxies must be able to prove their identity and/or representation rights at the meeting venue.
 
More information about registration is available during the registration period of the Extraordinary General Meeting from Innovatics Ltd via phone +358 10 281 8909 on business days at 9:00 a.m.–12:00 p.m. and 1:00 p.m.–4:00 p.m. (EEST).

1.2 Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which the holder of nominee registered shares on the record date of the Extraordinary General Meeting, 22 August 2024, would be 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 29 August 2024 at 10.00 a.m. (EEST). As regards nominee registered shares, this constitutes due registration for the Extraordinary General Meeting.

A holder of nominee registered shares is advised to request, in good time, the necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and voting instructions and registration for the Extraordinary General Meeting 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 Extraordinary General Meeting, into the shareholders’ register of the Company at the latest by the time stated above.

Further information is available on the Company’s website at https://investors.purmogroup.com/governance/general-meetings/.
 
1.3 Proxy representative and powers of attorney
 
A shareholder may participate in the Extraordinary General Meeting and exercise their rights at the meeting by way of proxy representation. If a proxy representative registers electronically, such proxy representative must use strong electronic authentication when registering for the meeting, after which they can register 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 Extraordinary General Meeting. If a shareholder participates in the Extraordinary 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 templates are available on the Company’s website at the address https://investors.purmogroup.com/governance/general-meetings/. Proxy documents are to be delivered primarily as an attachment in connection with the electronic registration or alternatively by email to the address egm@innovatics.fi or by mail to the address Innovatics Ltd, Extraordinary 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 Extraordinary 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 Extraordinary 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.

2. Other instructions and information

The meeting language of the Extraordinary General Meeting will be Finnish.

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

Changes in shareholding after the record date do not affect the right to participate in the Extraordinary General Meeting or the number of voting rights.

On the date of this notice, 13 August 2024, the total number of shares in Purmo Group Plc is 41,112,713 class C shares and votes and 1,565,217 class F shares and votes.

In Helsinki, 13 August 2024

PURMO GROUP PLC
The Board of Directors

Further information: 
Katariina Kataja, Head of Investor Relations, Purmo Group Plc 
Tel. +358 40 527 1427 
 
Distribution: 
Nasdaq Helsinki Ltd 
Principal media 
investors.purmogroup.com

About Purmo Group:
Purmo Group is at the centre of the global sustainability journey by 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 2,950 employees operate in 23 countries, manufacturing and distributing top-quality products and solutions to our over 100,000 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.