Harvia Plc Annual General Meeting 2023
Harvia Plc’s Annual General Meeting, held on 20 April 2023, approved the financial statements and discharged the members of the Board of Directors and the company’s CEO from liability for the financial year 2022. The Annual General Meeting approved in an advisory decision the remuneration report for governing bodies.
The Annual General Meeting approved the Board of Directors’ proposal that EUR 0.64 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 0.32 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 24 April 2023. This instalment of the dividend will be paid on 2 May 2023.
The second instalment, EUR 0.32 per share, will be paid in October 2023. 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 19 October 2023. The record date of the dividend date would then be 23 October 2023 and the dividend payment date 30 October 2023.
The Board of Directors and the Auditor
The Annual General Meeting resolved that the Board of Directors consists of six members. Olli Liitola, Anders Holmén, Hille Korhonen and Heiner Olbrich were re-elected to the Board of Directors and Markus Lengauer and Catharina Stackelberg-Hammarén 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 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.
Further, the monthly remuneration of the Board members will be paid in company shares and in cash in such a way that approximately 40 per cent of the total monthly remuneration will be paid in company shares purchased at a price determined in public trading on Nasdaq Helsinki Ltd and approximately 60 per cent will be paid in cash. The shares will be acquired within two weeks from the day following the publication of the company’s interim report for the period 1 January–31 March 2023. The company will pay any costs and transfer tax related to the purchase of company shares. In case the remuneration cannot be paid in company shares due to legal or other regulatory restrictions or due to other reasons related to the company or a member of the Board of Directors, the remuneration will be paid in cash.
A member of the Board of Directors may not transfer the shares received as remuneration for Board membership in 2023 until two years has passed since the date of transfer of the shares.
The remuneration for the members of the Audit Committee will be paid fully in cash.
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. The fee will be paid in cash. 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.
The travel expenses of the members of the Board of Directors are compensated in accordance with the company’s travel rules.
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.
Amending the Articles of Association
The Annual General Meeting rejected the proposal to amend Article 10 of the Articles of Association.
According to the proposal, the Article 10 of the Articles of Association would have been amended to enable arrangement of a general meeting entirely without a meeting venue as a so-called remote meeting.
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 7 April 2022. The authorization is valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2024.
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 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 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 2024. 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.
The minutes of the Annual General Meeting will be available on the company’s website www.harviagroup.com on 4 May 2023 at the latest.