Harvia Plc Annual General Meeting 2020

Harvia Plc’s Annual General Meeting was held on 2 April 2020 in Helsinki. The annual general meeting approved the financial statements and discharged the members of the Board of Directors and the company’s CEO from liability for the financial year 2019. The Annual General Meeting approved the remuneration policy for governing bodies.

Dividend payment

The Annual General Meeting approved the Board of Directors’ proposal that no more than EUR 0.38 per share be paid as dividend. The dividend is divided into two instalments in accordance with the proposal of the Board. The Annual General Meeting decided on a dividend of EUR 0.19 per share that will be paid to shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Ltd on the record date of 6 April 2020. The dividend will be paid on 15 April 2020.

In addition, the Annual General Meeting authorised the Board of Directors to decide, at its discretion, on the payment of an extra dividend of no more than EUR 0.19 per share. The Board of Directors expects to decide on the payment of a EUR 0.19 per share extra dividend at its meeting scheduled to be held on 16 October 2020. At the same meeting, the Board of Directors expects to decide on the record and payment dates of the extra dividend in accordance with the rules of the Finnish book-entry securities system. The extra dividend is estimated to be paid in October 2020 to shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Ltd on the record date decided by the Board of Directors.

The authorisation is valid until the opening of the next Annual General Meeting.

The Board of Directors and the Auditor

The Annual General Meeting resolved that the Board of Directors consists of five members. Olli Liitola, Ia Adlercreutz and Ari Hiltunen were re-elected to the Board of Directors and Sanna Suvanto-Harsaae and Kalle Kekkonen were elected as new members of the Board of Directors.

It was resolved that a monthly remuneration of the members of the Board of Directors is paid as follows: The Chairman of the Board of Directors is paid EUR 3,500 and members of the Board of Directors are each paid EUR 2,000. Additionally, the Chairman of the Audit Committee is paid EUR 1,300 a month and members of the Audit Committee are paid EUR 750 a month. No remuneration shall be paid to Kalle Kekkonen for being a member of the Board of Directors or the Audit Committee. The travel expenses of the members of the Board of Directors are compensated in accordance with the company’s travel rules.

Authorised Public Accounting firm PricewaterhouseCoopers Oy was elected as the Auditor of the company and Markku Launis, Authorised Public Accountant, will act as the Responsible Auditor. It was resolved that the remuneration for the Auditor is paid according to the Auditor’s reasonable invoice.

Repurchase of the company’s own shares

The Board of Directors was authorised 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 percent of all the shares of 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 authorisation

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 authorisation may be used e.g. for the purposes of the company’s share-based incentive systems and other matters decided by the Board of Directors. The Board of Directors is authorised to decide on all other matters related to the repurchasing of shares.

The authorisation replaces the authorisation of the Board of Directors to resolve on the repurchase of own shares granted by the shareholders of the company on 4 April 2019. The authorisation is valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2021.

Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares

The Annual General Meeting authorised 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 amount 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 the Directors may resolve to issue new shares or to transfer own shares possibly held by the company.

The authorisation 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 authorisation may be used for the purposes of strengthening the balance sheet and financing position of the company or for other purposes decided by the Board of Directors.

The authorisation is valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2021. The authorisation replaces and revokes all previous unused authorisations of the Board of Directors to resolve on the issuance of shares, share options and other special rights entitling to shares.

Establishing the shareholders’ nomination board

The Annual General Meeting resolved that a shareholders’ nomination board shall be established to prepare proposals concerning the election and remuneration of the Board Members as well as the remuneration of the members of the various Board committees that will be submitted to future Annual General Meetings and to any Extraordinary General Meetings where necessary. In addition, the Annual General Meeting resolved to approve the charter of the shareholders’ nomination board, which is appended as Appendix 2 to the Notice to the Annual General Meeting. The charter is available on the company’s website.

Pursuant to the Board’s proposal, the shareholders’ nomination board would be comprised of representatives appointed by the company’s four largest shareholders.

Each year, those four shareholders that hold the largest share of the votes conferred by all shares in the company on the first working day of the September preceding the applicable Annual General Meeting pursuant to the shareholders’ register maintained by Euroclear Finland Ltd will be entitled to appoint members that represent the shareholders.

The Chairman of the Board of Directors will request the four largest shareholders, which will be determined as stated above, to each appoint one member to the shareholders’ nomination board. In the event that a shareholder has divided its holdings e.g. between several funds or its holdings are registered in several registers and the shareholder is obliged, under the Finnish Securities Markets Act, to take these holdings into consideration when disclosing any changes in its ownership shares (flagging obligation), all of the holdings of such a shareholder will be taken into consideration when calculating its share of all votes in order to determine whether the said shareholder is entitled to appoint a member to the shareholders’ nomination board if the shareholder submits a written request to the Chairman of the Board of Directors to that effect on the 31st day of the August preceding the applicable Annual General Meeting.

In the event that two or more shareholders hold equal ownership shares and the representative of both or all shareholders cannot be appointed to serve on the shareholders’ nomination board, the right to appoint a representative to the shareholders’ nomination board will be decided by drawing lots.

If a shareholder does not wish to exercise its right of appointment, the right will be transferred to the next largest shareholder that would otherwise not have the right of appointment.

The Chairman of the Board of Directors will convene the first meeting of each term of office of the shareholders’ nomination board, and the representative of the largest shareholder will be appointed as the chairman of the shareholders’ nomination board, unless the shareholders’ nomination board specifically decides otherwise. In the event that the representative of one of the largest shareholders simultaneously serves as the Chairman of the company’s Board of Directors, they cannot be appointed as the chairman of the shareholders’ nomination board, but they can serve as a member thereof as a representative of the relevant shareholder. Once the shareholders’ nomination board has been elected, the company will publish a stock exchange release to announce the composition thereof.

The shareholders’ nomination board must submit its proposal to the company’s Board of Directors on an annual basis and at the latest on the 31st day of the January preceding the applicable Annual General Meeting. The shareholders’ nomination board must keep all proposals confidential until the company has published them. All inside information that the members of the shareholders’ nomination board become aware of is subject to the provisions of the Finnish Securities Markets Act.

The shareholders’ nomination board that will be established will operate until further notice, i.e. until the General Meeting decides otherwise. The term of office of the members of the shareholders’ nomination board will end upon the appointment of the members of the new shareholders’ nomination board. The members of the shareholders’ nomination board will not receive any compensation for acting as a member thereof. The members will be compensated for their travel costs in accordance with the company’s travel policy. In order to carry out its duties and where necessary, the shareholders’ nomination board may retain the services of external experts whose costs are subject to the approval of the company.

Decisions by the Board of Directors of Harvia Plc

The organizational meeting of the Board of Directors elected from among its members Olli Liitola as its Chairman.

Board of Directors elected from among its members Olli Liitola, Sanna Suvanto-Harsaae and Kalle Kekkonen as members of the Audit Committee.

Ia Adlercreutz, Ari Hiltunen, Olli Liitola and Sanna Suvanto-Harsaae are independent of the company and its major shareholders. Kalle Kekkonen is independent of the Company.