Authori­zations

Repurchase of the company’s own shares

Harvia’s Annual General Meeting held on 8 April 2025 authorized the Board of Directors to resolve on the repurchase of a maximum of 934,711 shares in the company in one or several tranches. The maximum number of shares to be repurchased represents approximately 5% of all the shares in the company on the date of the Annual General Meeting. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorization.

The shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders in public trading arranged by Nasdaq Helsinki Oy for the market price formed at the moment of purchase or otherwise at a price formed on the market. The authorization may be used e.g. for the purposes of the company’s share-based incentive systems, for the purposes of board compensation, and other matters decided by the Board of Directors. The Board of Directors is authorized to decide on all other matters related to the repurchasing of shares.

The authorization replaces the authorization of the Board of Directors to resolve the repurchase of own shares granted by the shareholders of the company on 26 April 2024. The authorization is valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2026.

Issue of shares, options, and other special rights entitling to shares

The Annual General Meeting authorized the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act in one or several tranches, either against payment or without payment. The aggregate number of shares to be issued, including the shares to be received based on special rights, must not exceed 1,869,423 shares. The Board of Directors may resolve to issue new shares or to transfer own shares possibly held by the company.

The authorization entitles the Board of Directors to decide on all other matters related to the issuance of shares and special rights entitling to shares, including the right to deviate from the pre-emptive right of shareholders to subscribe to shares to be issued. The authorization may be used for the purposes of strengthening the balance sheet and financing position of the company, for the purposes of board compensation, or for other purposes decided by the Board of Directors.

The authorization is valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2026. The authorization replaces and revokes all previous unused authorizations of the Board of Directors to resolve the issuance of shares, share options, and other special rights entitling to shares.