Purmo Group Plc | Stock Exchange Release | April 09, 2024 at 15:45:00 EEST
Purmo Group Plc's Annual General Meeting was held today, Tuesday 9 April 2024 in Helsinki.
The Annual General Meeting approved the financial statements, adopted the proposed Remuneration Report, and discharged the members of the Board of Directors and the company's CEO from liability for the financial year 2023. All current Board members were re-elected for the following term of office.
The minutes of the meeting will be published on the Company website by 23 April 2024 at https://investors.purmogroup.com/governance/general-meetings/.
Resolution on the use of the profit shown on the balance sheet and the distribution of assets from the reserve for invested unrestricted equity
In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved that a return of capital of EUR 0.36 per Class C share and EUR 0.07 per Class F share will be paid for the financial year 2023.
The return of capital will be paid in four instalments as follows:
The first instalment of EUR 0.09 per Class C share and EUR 0.02 per Class F share will be paid to a shareholder on 26 April 2024. The first instalment will 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 second instalment of EUR 0.09 per Class C share and EUR 0.02 per Class F share will be paid to a shareholder on 26 July 2024. The second instalment will 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 third instalment of EUR 0.09 per Class C shares and EUR 0.02 per Class F shares will be paid to a shareholder on 25 October 2024. The third instalment will 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 fourth instalment of EUR 0.09 per Class C shares and EUR 0.01 per Class F shares will be paid to a shareholder on 24 January 2025. The fourth instalment will 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.
The Board of Directors are authorized 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.
Resolution on the remuneration of the members of the Board of Directors
In accordance with the proposal of the Shareholders' Nomination Board, the Annual General Meeting resolved 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 Chair of the Board of Directors;
- EUR 53,000 for the Vice Chair of the Board of Directors;
- EUR 53,000 for each of the Chairs of the Committees of the Board of Directors; and
- EUR 48,000 for each ordinary member of Board of Directors.
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.
In addition to the annual fee, the members of Board of Directors will 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 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.
An additional meeting fee of EUR 800 will be paid to the Chair of the Board of Directors and the Chairs 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.
Each of the members of the Board of Directors has the right to abstain from receiving remuneration
Resolution on the number of members of the Board of Directors
In accordance with the proposal of the Shareholders' Nomination Board, the Annual General Meeting resolved that the number of members of the Board of Directors be seven (7).
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 were re-elected as members of the Board of Directors for a term that ends at the close of the next Annual General Meeting.
Tomas von Rettig was elected as the Chair of the Board of Directors and Matts Rosenberg as the Vice Chair of the Board of Directors.
Election of the Auditor
Upon the recommendation of the Audit Committee, the Board of Directors KPMG Oy Ab was 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 will continue as the auditor in charge. The Authorized Public Accountant Kim Järvi will also provide sustainability reporting assurance for the year 2024. Auditor's fees will be paid against an invoice approved by the Company.
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
In accordance with the proposal of the Board of Directors', the Annual General Meeting resolved that the Board of Directors is 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 class C shares in Purmo Group. The authorisation can 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.
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
In accordance with the proposal of the Board of Directors', the Annual General Meeting resolved that the Board of Directors is 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 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.
Helsinki, 9 April 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 3,190 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. More information: www.purmogroup.com.
