Harvia Plc Annual General Meeting 2022
Harvia Plc’s Annual General Meeting, held on 7 April 2022, approved the financial statements and discharged the members of the Board of Directors and the company’s CEO from liability for the financial year 2021. The Annual General Meeting approved in an advisory decision the remuneration report for governing bodies.
Dividend payment
The Annual General Meeting approved the Board of Directors’ proposal that EUR 0.60 per share be paid as dividend and that the remainder of the distributable funds be transferred to shareholders’ equity.
The dividend is paid in two instalments. The first instalment, EUR 0.30 per share, will be paid to shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Ltd on the record date of the dividend of 11 April 2022. This instalment of the dividend will be paid on 20 April 2022.
The second instalment, EUR 0.30 per share, will be paid in October 2022. The second instalment will be paid to shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Ltd on the record date of the dividend, which, together with the dividend payment date, shall be decided by the Board of Directors in its meeting scheduled for 14 October 2022. The record date of the dividend date would then be 18 October 2022 and the dividend payment date 25 October 2022.
The Board of Directors and the Auditor
The Annual General Meeting resolved that the Board of Directors consists of five members. Anders Holmén, Hille Korhonen, Olli Liitola and Sanna Suvanto-Harsaae were re-elected to the Board of Directors and Heiner Olbrich was elected as a new member 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 Chair of the Board of Directors is paid EUR 4,500 and members of the Board of Directors are each paid EUR 2,500. Additionally, the Chair of the Audit Committee is paid EUR 1,300 a month and members of the Audit Committee are paid EUR 750 a month. The travel expenses of the members of the Board of Directors are compensated in accordance with the company’s travel policy.
Further, the members of Board of Directors who live outside Finland will be paid EUR 900 for each meeting if the member travels to Finland only for that meeting. When the member of Board of Directors attends the meeting by telephone or other electronic means, no fee will be paid for that meeting. No fee is paid for decisions made without convening a meeting.
Authorized Public Accounting firm PricewaterhouseCoopers Oy was elected as the Auditor of the company and Markku Katajisto, Authorized 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 authorized 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 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 on the repurchase of own shares granted by the shareholders of the company on 8 April 2021. The authorization is valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2023.
Deciding on a share issue as well as an issue of 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 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 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 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 2023. The authorization replaces and revokes all previous unused authorizations of the Board of Directors to resolve on the issuance of shares, share options and other special rights entitling to shares.
Decisions by the Board of Directors of Harvia Plc
The organisational meeting of the Board of Directors elected from among its members Olli Liitola as its Chair and Sanna Suvanto-Harsaae as its Deputy Chair.
Board of Directors elected from among its members Olli Liitola and Hille Korhonen as members and Sanna Suvanto-Harsaae as Chair of the Audit Committee.
All members of the Board of Directors are independent of the company and its major shareholders.
Meeting materials
Stock Exchange Release – Resolutions of the AGM and Board 2022
Harvia Annual General Meeting 2022 CEO’s review
Proposal of the Shareholders’ Nomination Board to the Annual General Meeting 2022
Advance questions and answers by the management
Notice to the Annual General Meeting 2022
Proposals to the Annual General Meeting 2022
Proposed members for the Board of Directors
Report by the Board of Directors and Consolidated Financial Statements
