Notice is given to the shareholders of Purmo Group Plc (the “Company” or “Purmo Group”) of the Annual General Meeting to be held on Tuesday, 9 April 2024, starting at 1:00 p.m. (EEST) at Studio Eliel at Sanomatalo, Töölönlahdenkatu 2, 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 12:30 p.m. (EEST).

The Company’s shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting and related matters are provided in section C of this notice.

It is possible for the Company’s shareholders to follow the Annual General Meeting through a webcast. Instructions regarding the webcast will be available on the Company’s website at https://investors.purmogroup.com/governance/general-meetings/ and in section C of this notice. Shareholders following the webcast may submit questions or comments in writing during the meeting. Solely following the webcast and submitting questions or comments in writing in the webcast is not considered an official participation or exercise of the shareholder’s right to speak and ask questions in the General Meeting. Questions submitted in writing are not considered as questions in accordance with Chapter 5, Section 25 of the Finnish Companies Act.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

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

1. Opening of the Annual General Meeting
2. Calling the Annual General 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 Annual General Meeting
5. Recording the attendance and adoption of the list of votes
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2023
   Review by the CEO.

The Company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report shall be available on the Company’s website https://investors.purmogroup.com/governance/general-meetings/ no later than on 19 March 2024.

7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of assets from the reserve for invested unrestricted equity

On 31 December 2023, the distributable funds of the parent company amounted to approximately EUR 461.7 million of which net profit for the financial year that ended on 31 December 2022 was approximately EUR 69.6 million. No material changes have taken place in the Company’s financial position after the close of the financial year.

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 2023. In accordance with the Articles of Association of the Company, 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 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 the dilution in the number of F shares following the registration of the new C shares on 1 March 2022 and 25 October 2022.

The proposed return of capital corresponds to an aggregate amount of approximately EUR 14.9 million based on the current number of shares carrying a right to asset distribution. The return of capital will be paid from the reserve for invested unrestricted equity of the Company.

The return of capital would be paid in four instalments as follows:

1. The first instalment would be EUR 0.09 per Class C share and EUR 0.02 per Class F share. The first instalment of the return of capital would be paid to a shareholder who is registered in the shareholders’ register maintained by Euroclear Finland Oy on the record date of the return of capital, i.e., 19 April 2024. The ex-date for the first instalment is 18 April 2024. The Board of Directors proposes that the first instalment would be paid on 26 April 2024.

2. The second instalment would be EUR 0.09 per Class C share and EUR 0.02 per Class F share. The second instalment would be paid to a shareholder who is registered in the shareholders’ register maintained by Euroclear Finland Oy on the record date of the return of capital, i.e., 19 July 2024. The ex-date for the second instalment is 18 July 2024. The Board of Directors proposes that the second instalment would be paid on 26 July 2024.

3. The third instalment would be EUR 0.09 per Class C shares and EUR 0.02 per Class F shares. The third instalment would be paid to a shareholder who is registered in the shareholders’ register maintained by Euroclear Finland Oy on the record date of the return of capital, i.e., 18 October 2024. The ex-date for the third instalment would be 17 October 2024. The Board of Directors proposes that the third instalment would be paid on 25 October 2024.

4. The fourth instalment would be EUR 0.09 per Class C shares and EUR 0.01 per Class F shares. The fourth instalment would be paid to a shareholder who is registered in the shareholders’ register maintained by Euroclear Finland Oy on the record date of the return of capital, i.e., 17 January 2025 and the ex-date for the fourth instalment would be 16 January 2025. The Board of Directors proposes that the fourth instalment would be paid on 24 January 2025.

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, third and fourth instalment should, e.g., the rules of Euroclear Finland Oy or statues applicable to the Finnish book-entry system or other matters so require.

If the minority dividend referred to in Chapter 13, Section 7 of the Companies Act becomes distributable, the capital return according to the above proposal will not be paid.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Advisory decision on the adoption of the remuneration report for 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. The decision of the Annual General Meeting is of an advisory nature according to the Finnish Companies Act.

The remuneration report shall be available on the Company’s website https://investors.purmogroup.com/governance/general-meetings/ no later than on 19 March 2024.

11. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that the fees are kept unchanged, and the members of the Board of Directors should be paid annual fees as follows:

• EUR 92,000 for the Chairman of the Board of Directors;
• EUR 53,000 for the Vice Chairman of the Board of Directors;
• EUR 53,000 for each of the Chairmen of the Committees of the Board of Directors; and
• EUR 48,000 for each ordinary member of the Board of Directors.

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

The annual fee shall be paid to the members of the Board of Directors within two weeks after the publication of the first quarter interim report or as soon as legally possible thereafter. The Company will pay the costs and transfer tax related to the acquisition of shares. If a part of the fee cannot be paid in shares as required by law or other regulations or for reasons related to a member of the Board of Directors, the fee may be paid full in cash. If the term of office of a member of the Board of Directors would be shorter, the fee would be paid in proportion to the length of their term of office.

The Shareholders’ Nomination Board proposes to the Annual General Meeting that in addition to the annual fee, the members of the Board of Directors should be paid a meeting fee for each meeting of the Board of Directors and its committees as follows:

• EUR 800 per meeting held in the country of residence of a member of the Board of Directors;
• EUR 1,400 per meeting held outside the country of residence of the member of the Board of Directors but on the same continent as the country of residence of the member of the Board of Directors;
• EUR 2,600 per meeting held on another continent than the country of residence of the member of the Board of Directors; 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 of Directors and the Chairmen of the Committees of the Board of Directors for each meeting of the Board of Directors 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.

12. 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 be seven (7).

13. Election of members of the Board of Directors

In addition, 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 be re-elected as members of the Board of Directors for a term that ends at the close of the next Annual General Meeting.

The Shareholders’ Nomination Board proposes that Tomas von Rettig be elected as the Chairman of the Board of Directors and Matts Rosenberg be 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 Ltd.

The CVs and independence evaluation 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/.

With regard to the procedure for the selection of the members of the Board of Directors, the Shareholders’ Nomination Board recommends that the shareholders give their view on the proposal as a whole at the Annual General Meeting. The Shareholders’ Nomination Board has evaluated that in addition to the qualifications of the individual candidates for the Board of Directors, the proposed Board of Directors as a whole provides excellent competence and experience for the Company and that the composition of the Board of Directors also meets other requirements set for a listed Company in the Finnish Corporate Governance Code.

14. 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.

15. 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.

The Authorized Public Accountant is also an Authorized Sustainability Auditor, and the Board of Directors proposes to the Annual General Meeting based on the recommendation by the Audit Committee that in case KPMG Oy Ab is elected as the Company’s auditor for the financial year 2024, the Authorized Public Accountant Kim Järvi would provide sustainability reporting assurance for the year 2024 wherefore the Company would not yet select a Sustainability Reporting Assurance provider.

16. 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 19.46 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 2025. The authorisation revokes the previous authorisation granted by the Annual General Meeting on 12 April 2023 to resolve on the issuance of shares as well as on the issuance of special rights entitling to shares.

17. Authorisation of the Board of Directors to decide 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 class C shares owned by the Company 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 class C shares owned by the Company, which corresponds to approximately 9.73 per cent of all of class C shares in Purmo Group, subject to the provisions of the Finnish Companies’ Act on the maximum number 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 tranches 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 2025. The authorisation revokes the previous authorisation granted by the Annual General Meeting on 12 April 2023 to resolve on the repurchase of the Company's own shares as well as to accept them as pledge.

18. Closing of the Meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The proposals for the resolutions on the matters on the agenda of the Annual 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/. Purmo Group Plc’s Financial Statements, the Report of the Board of Directors, the Auditor’s Report and the Remuneration Report are available on the above-mentioned website on 19 March 2024 at the latest. The resolution proposals and other documents mentioned above will also be made available at the Annual General Meeting.

The minutes of the Annual General Meeting will be made available on the aforementioned website on 23 April 2024 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL 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 Ltd on the record date of the Annual General Meeting, 26 March 2024, has the right to participate in the Annual 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.

Notification of participation in the Annual General Meeting and voting in advance will commence on 20 March 2024 at 10:00 a.m. (EET). A shareholder registered in the Company’s register of shareholders wishing to participate in the Annual General Meeting shall register for the Annual General Meeting no later than 2 April 2024 at 4:00 p.m. (EEST), by which time the notice of participation must be received.

It is possible to register for the Annual 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 or Swedish bank ID or mobile certificate by the shareholder or their legal representative or proxy representative.

With respect to legal entities, electronic registration does not require strong electronic authentication. Shareholders that are legal entities must however report the number of their Finnish book-entry account and other required information. In case a shareholder that is a legal entity uses electronic Suomi.fi authorization, registration requires strong electronic authentication that works with a Finnish bank ID or mobile certificate.

b) By mail or email

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

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

If necessary, the shareholders, their representatives or their proxies must be able to prove their identity and/or representation rights at the meeting venue.

1.2 Holder 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 the holder of nominee registered shares on the record date of the Annual General Meeting, 26 March 2024, is 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 4 April 2024 at 10.00 a.m. (EEST). As regards nominee registered shares, this constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request, in good time, the necessary instructions regarding registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and voting instructions, registration for the Annual General Meeting as well as advance voting 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 Annual General Meeting, into the 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 holders of nominee registered shares.

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 Annual General Meeting and exercise their rights at the meeting by way of proxy representation. A proxy representative may also choose to vote in advance in the manner described in this notice. A proxy representative must use strong electronic authentication when registering for the meeting and advance voting, after which they can register and vote 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 Annual General Meeting. If a shareholder participates in the Annual 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 and voting instruction templates are available on the Company’s website at the address https://investors.purmogroup.com/governance/general-meetings/ at the latest on 20 March 2024. Proxy documents are to be delivered primarily as an attachment in connection with the electronic registration or alternatively by email to the address agm@innovatics.fi or by mail to the address Innovatics Ltd, Annual 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 Annual 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 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. Voting in advance

A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can vote in advance on certain agenda items of the Annual General Meeting during the period between 20 March 2024–2 April 2024 (until 4:00 p.m. EEST).

Advance voting can be done in the following ways:

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

Voting in advance electronically requires strong authentication with a Finnish or Swedish bank ID or mobile certificate by the shareholder or their legal representative or proxy representative. The terms and other instructions concerning electronic voting are available on the Company’s website

b) By mail or email by submitting the advance voting form available on the Company’s website https://investors.purmogroup.com/governance/general-meetings/, or corresponding information, to Innovatics Ltd by mail to the address Innovatics Ltd, Annual General Meeting/Purmo Group Plc, Ratamestarinkatu 13 A, 00520 Helsinki or by email to the address agm@innovatics.fi.

The advance votes must be received by prior to the expiry of the advance voting period. Voting in advance before the end of the voting period is considered notification of participation to the Annual General Meeting, provided that the aforementioned information for participation is provided. In case the shareholder will participate to the general meeting at the meeting venue, in addition to voting in advance, the shareholder shall separately register for the Annual General Meeting prior to the end of the registration period.

Unless shareholders voting in advance are present at the meeting venue in person or by way of proxy representation, they will not be able to use their rights under the Finnish Companies Act to request information or a vote nor vote on any potential counterproposals.

For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager may cast advance votes on behalf of the holders of nominee-registered shares in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.

An agenda item subject to advance voting, is considered to have been presented unchanged to the Annual General Meeting. Therefore, under agenda item 13, if any of the members proposed to be elected to the Board of Directors are unavailable for election to the Board of Directors at the General Meeting for any reason, the number of proposed members unavailable will be automatically decreased from the number of members of the Board of Directors to be elected, and the remaining candidates available for election will be elected in accordance with the proposal of the Shareholders’ Nomination Board.

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

More information about notification and voting in advance is available during the period between 20 March 2024–2 April 2024 from Innovatics Oy 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. (EET/EEST).

3. Other instructions and information

The Company will arrange an opportunity for the shareholders of the Company to follow the meeting online via a webcast. The General Meeting can be followed remotely only by validly registering to the General Meeting in accordance with section C1 of this notice. Remote access to the General Meeting will be provided through Inderes Plc's general meeting service on the Videosync platform, which includes video and audio access to the General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound and a microphone if you want to speak. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari, or Opera. It is advisable to log in to the meeting system well in advance of the meeting. All shareholders who have submitted their notification of participation will be sent an electronic link and password to follow the webcast one day before the meeting, at the latest. Additional information will be available on the Company's website at https://investors.purmogroup.com/governance/general-meetings/.

Shareholders following the webcast may submit questions or comments in writing during the meeting. However, only a shareholder who is present at the Annual General Meeting at the meeting venue has the right to request information pursuant to Chapter 5, Section 25 of the Finnish Companies Act with respect to the matters to be considered at the meeting. Submitting questions or comments in the webcast is not considered an official participation or exercise of the shareholder’s rights.

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

On the date of this notice, 13 February 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.

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, 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 3,190 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.