STOCK EXCHANGE RELEASE
12 March 2021 at 6.00 pm
NOTICE TO THE ANNUAL GENERAL MEETING OF HARVIA PLC
Notice is given to the shareholders of Harvia Plc. for the Annual General Meeting to be held on 8 April 2021 beginning at 10.00 a.m. at Sanomatalo, at Töölönlahdenkatu 2, 00100 Helsinki.
In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the meeting venue. Shareholders and their representatives can participate in the Annual General Meeting and use the shareholder rights in connection with the Annual General Meeting only by voting in advance and by submitting counterproposals and by asking questions in advance. The instructions for the shareholders are provided in Section C. “Instructions for the participants in the General Meeting” of this notice. It is not possible to attend the meeting in person.
The Board of Directors of the company has resolved on extraordinary meeting procedures pursuant to temporary legislation (667/2020). The company has resolved to take actions enabled by the temporary legislation in order to hold the meeting in a predictable manner, taking into account the health and safety of the company‘s shareholders, personnel and other stakeholders.
The Chairman of the Board of Directors, the CEO and the CFO will be participating in the meeting. The other management of the company will not be participating in the meeting.
Shareholders who have registered for the meeting may follow the Annual General Meeting remotely on the internet via video stream provided by the company. Shareholders following the meeting this way are not considered to participate in the Annual General Meeting and thus may not, among other, exercise their right to pose questions or vote in the meeting. Instructions for shareholders to follow the meeting via video stream are presented in this notice under section C “Instructions for participants in the Annual General Meeting”. The video stream and the chat functionality will be arranged only if it is technically possible and it can be arranged in compliance with all regulatory rules and restrictions imposed by the authorities due to the COVID-19 pandemic. Shareholders who have registered for the meeting will receive a link to the video stream and detailed instructions for following the video stream by email or text message.
After the Annual General Meeting, shareholders who have followed the Annual General Meeting remotely on the internet via video stream, may attend a Q&A session hosted by the company where CEO Tapio Pajuharju will take questions from the attendees through the chat functionality of the video stream. Such questions are not questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act. Questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act shall be asked in advance in the manner described below. Such questions may be submitted already during the lie stream of the Annual General Meeting, but the chat functionality and any questions that may be submitted through nor the company’s replies to such questions are not a part of the Annual General Meeting.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
The following matters will be discussed at the Annual General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
Attorney at Law Juha Koponen shall act as the Chair of the meeting. If due to weighty reasons Juha Koponen is not able to act as the Chair, the Board shall appoint another person it deems most suitable to act as the Chair.
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
The person to scrutinize the minutes and to supervise the counting of votes shall be Chief Financial Officer of Harvia Plc Mr Ari Vesterinen. In case Mr. Vesterinen is not able to act as the person to scrutinize the minutes and to supervise the counting of votes, the Board of Directors shall name another person it deems most suitable to act in that role.
4. Recording the legality of the meeting
5. Recording attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and have the right to attend the general meeting under Chapter 5, Section 6 and Chapter 5, Section 6a of the Finnish Limited Liability Companies Act shall be deemed shareholders represented at the meeting. The list of votes will be adopted based on information provided by Euroclear Finland Ltd and Innovatics Ltd.
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s report for the year 2020
Review by the CEO.
As participation in the general meeting is possible only in advance, the Annual report published by the company on 12 March 2021 that includes the annual accounts, the report of the Board of Directors, and the auditor's report, and which are available on the company‘s website shall be deemed to have been presented to the Annual General Meeting.
7. Adoption of the Financial Statements, including the adoption of the Consolidated Financial
Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that, based on the adopted balance sheet
for the financial year 2020, no more than EUR 0.51 per share be paid as dividend and that the remainder of
the distributable funds be transferred to shareholders' equity.
The Board of Directors proposes that the basic dividend is divided into two instalments so that the Annual General Meeting would decide on a dividend of EUR 0.20 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 the dividend of 12 April 2021. The Board of Directors proposes that the dividend be paid on 19 April 2021.
In addition, the Board of Directors proposes that a dividend of EUR 0.12 is paid to celebrate Harvia’s 70-year anniversary. The anniversary dividend would be paid to shareholders who are registered in the shareholders' register maintained by Euroclear Finland Ltd on the record date of the dividend of 12 April 2021. The Board of Directors proposes that the dividend be paid on 19 April 2021.
In addition, the Board of Directors proposes that the Annual General Meeting would authorise 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 2021, provided that the Annual General Meeting authorises the Board of Directors to decide on the extra dividend. 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 2021 to shareholders who are registered in the shareholders' register maintained by Euroclear Finland Ltd on the record date decided by the Board of Directors.
It is proposed that the authorisation remain valid until the opening of the next Annual General Meeting.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Handling of the remuneration report for governing bodies
The remuneration report for 2020 prepared in accordance with the remuneration policy adopted on 2 April 2020 by the company’s Annual General Meeting shall be presented for the first time in the Annual General Meeting of 2021. The remuneration report is available on the company’s website at www.harviagroup.com.
As participation in the Annual General Meeting is possible only via advance voting, the company’s remuneration report for the year 2020 is deemed to have been presented to the General Meeting.
The Board of Directors proposes that the Annual General Meeting adopts the remuneration report for the governing bodies. The resolution is an advisory resolution.
11. Resolution on the remuneration of the members of the Board of Directors
Presentation of the proposal of the Shareholders’ Nomination Board of Harvia Plc by the Chairman of the Shareholders’ Nomination Board, Juho Lipsanen.
The Shareholders’ Nomination Board of Harvia Plc proposes that the monthly remuneration of the members of the Board of Directors elected for the term of office lasting until the Annual General Meeting of 2022 be paid a monthly remuneration 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. The travel expenses of the members of the Board of Directors are compensated in accordance with the company’s travel rules.
12. Resolution on the number of members on the Board of Directors
The Shareholders’ Nomination Board of Harvia Plc proposes to the Annual General Meeting that five (5) members be elected to the Board of Directors
13. Election of members of the Board of Directors
The Shareholders’ Nomination Board of Harvia Plc proposes to the Annual General Meeting that the current members Ia Adlercreutz, Olli Liitola and Sanna Suvanto-Harsaae be reappointed to the Board of Directors for the following term of office and Hille Korhonen and Anders Holmén be appointed as new members of the Board of Directors.
The term of the members of the Board of Directors will run until the end of the next Annual General Meeting.
All nominated persons have given their consent to the appointment.
The presentation and shareholdings of the persons nominated for the Board of Directors is available at
Harvia Plc’s website: www.harviagroup.com.
14. Resolution on the remuneration of the Auditor
The Board of Directors proposes that the Auditor to be appointed will receive remuneration in accordance
with a reasonable invoice approved by the company.
15. Election of the Auditor
The Board of Directors proposes that Authorised Public Accounting firm PricewaterhouseCoopers Oy be
elected as the Auditor of the company for the following term of office. PricewaterhouseCoopers Oy has
stated that Authorised Public Accountant Markku Launis will act as the Responsible Auditor should
PricewaterhouseCoopers Oy be elected as the Auditor of the company.
16. Authorisation to the Board of Directors to decide on the repurchase of own shares
The Board of Directors proposes that the Annual General Meeting authorise 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 amount of shares that can be repurchased corresponds to approximately 5% of all the shares in the Company on the date of this notice. However, a decision to acquire own shares shall not be made so that the treasury shares in the possession of the company and its subsidiaries would exceed one tenth of all shares. 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 is proposed to be used e.g. for the purposes of the company's share-based incentive
systems or for other purposes decided by the Board of Directors.
Shares purchased by the company may be held by it, cancelled or transferred. The Board of Directors
decides on other matters related to the repurchasing of own shares.
The Board of Directors proposes that 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 2 April 2020.
It is proposed that the authorisation remain valid until the closing of the next Annual General Meeting, but no
longer than until 30 June 2022.
17. Authorisation of the Board of Directors to resolve on a share issue and an issue of special rights
entitling to shares
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to resolve 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 parts, 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 Board of Directors is authorised 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 is proposed to 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.
It is proposed that the authorisation remain valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2022. 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.
18. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The proposals for the resolutions on the matters on the agenda of the Annual General Meeting set out above
as well as this notice are available on Harvia Plc’s website at www.harviagroup.com. The Financial
Statements, the Report of the Board of Directors, the Auditor’s Report of Harvia Plc. and the Remuneration Policy and the Remuneration Report will be made available on the abovementioned website no later than from 18 March 2021. Copies of these documents and of this notice will be sent to shareholders upon request.
The minutes of the Annual General Meeting will be available on the abovementioned website no later than from 22 April 2021.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
Shareholders and their proxies can participate in the Annual General Meeting and use their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance in the manner instructed below.
A video link and password to follow the meeting online will be sent by email and as a text message to the email address and phone number provided in connection with the registration. Following the meeting via the video stream is possible only for shareholder, who are registered as shareholders of the company on the record date of the Annual General Meeting who have registered for the meeting. Following the meeting via the video stream does not constitute participation in the Annual General Meeting, and the shareholders may not, among other, exercise their right to pose questions or vote in the meeting. The voting list of the Annual General Meeting and the resolutions to be adopted by the Annual General Meeting shall be made based solely on the advance voting.
1. Shareholders registered in the shareholders' register
Each shareholder who is registered on the record date of the Annual General Meeting, 25 March 2021, in the shareholders’ register of the company maintained by Euroclear Finland Ltd is entitled to participate in the Annual General Meeting. A shareholder, whose shares are registered on their Finnish book-entry account, is registered in the shareholders’ register of the company.
Changes in the holding of shares that take place after the record date have no effect on the right to participate or the number of votes of the shareholder in the general meeting.
2. Registration and advance voting
Registration for the Annual General Meeting and advance voting will begin on 17 March 2021 at 10.00 a.m. EET following the deadline for submitting counterproposals to be placed for a vote. A shareholder registered in the company's shareholders’ register, who wishes to participate in the Annual General Meeting by voting in advance, must register for the Annual General Meeting and vote in advance no later than by 30 March 2021 at 4.00 p.m. EET by which time the registration and votes need to have been received.
When registering, requested information such as the name, personal identification number or business ID and contact details of the shareholder as well as the name and personal identification number of a possible proxy representative must be provided. The personal data given by the shareholder to Harvia Plc and Innovatics Ltd will be used only in connection with the Annual General Meeting and with the processing of related necessary registrations.
A shareholder, who has a Finnish book-entry account, may register and vote in advance on certain items on the agenda of the Annual General Meeting from 10.00 a.m. EET on 17 March 2021 until 4.00 p.m. EET on 30 March 2021 by the following means:
Online registration and voting in advance require that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.
A shareholder who votes in advance by mail or email shall send the advance voting form available on the company’s website www.harviagroup.com or corresponding information to Innovatics Ltd by mail to Innovatics Ltd, Annual General Meeting / Harvia Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email at agm@innovatics.fi.
If the shareholder participates in the Annual General Meeting by sending the votes in advance by mail or email to Innovatics Ltd, the submission of the advance votes before the end of the registration and advance voting period constitutes registration for the Annual General Meeting, provided that the shareholder's message includes the information requested on the advance voting form required for registration.
Instructions relating to the advance voting are available on the company's website www.harviagroup.com. Additional information on the registration and advance voting is available during the registration period by telephone at +358 10 2818 909 on business days during 9.00 a.m. until 12.00 noon and from 1.00 p.m. until 4.00 p.m. EET.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and use their rights by proxy.
Also the proxy representative of a shareholder may participate in the Annual General Meeting only by voting in advance on behalf of the shareholder in the manner instructed in this notice. Proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder that they represent.
Proxy representatives shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Statutory right of representation may be demonstrated by using the Suomi.fi e-Authorisations service which is in use in the online registration service. Should a shareholder participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
A template for proxy document and voting instructions will be available on the Company's website www.harviagroup.com at the latest on 17.3.2021 following the deadline for submitting counterproposals to be placed for a vote. Possible proxy documents should be delivered to Innovatics Ltd by mail to Innovatics Ltd, Annual General Meeting / Harvia Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi before the end of the registration period, by which time the documents must be received by Innovatics Ltd.
A shareholder who does not vote in advance by themselves may use the proxy service provided by the company free of charge and authorise attorney at Law Janni Hiltunen from Borenius Attorneys Ltd or a person independent of the company designated by her to represent the shareholder and to exercise their voting right in the meeting in accordance with voting instructions given by the shareholder. The executed power of attorney including the early voting form shall be provided to attorney at Law Janni Hiltunen by regular mail or by email (contact information below) prior to the end of registration period and voting period, by which the documents mentioned shall be received.
The contact information of the proxy representative designated by the company:
mail address: Borenius Attorneys Ltd., Janni Hiltunen, Eteläesplanadi 2, 00130 Helsinki.
email: AGMHarvia@borenius.com
telephone: +358 20 713 3265
Shareholders may participate in the general meeting and exercise their rights in the meeting also by way of another proxy representative selected by themselves.
Submitting a proxy to the company before the end of the notification of participation period constitutes due registration for the general meeting, provided that the required information listed in this notice is given.
4. Holders of nominee registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which they on the record date of the Annual General Meeting on 25 March 2021, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder has, on the basis of such shares, been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by 1 April 2021 by 10.00 a.m. EET. As regards nominee-registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders' register of the company, the issuing of proxy documents and registration for the Annual General Meeting from their custodian bank. The account management organisation of the custodian bank shall temporarily register a holder of nominee-registered shares into the shareholders' register of the company at the latest by the time stated above. In addition, the account management organisation of the custodian bank shall arrange advance voting on behalf of a nominee-registered shareholder within the registration period applicable to nominee-registered shares.
5. Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the company have a right to make a counterproposal concerning the items on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals are required to be sent to the company by email to ir@harvia.com no later than by 16 March 2021 at 12.00 noon EET. In connection with making a counterproposal, shareholders are required to provide adequate evidence of shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the Annual General Meeting and that the shareholder holds at least one hundredth of all shares in the company on the record date of the Annual General Meeting. Should the counterproposal not be placed for a vote at the Annual General Meeting, advance votes in favor of the proposal will not be taken into account. The company will publish possible counterproposals to be placed for a vote on the company‘s website www.harviagroup.com by no later than 17 March 2021.
A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the Annual General Meeting. Such questions must be sent by mail to Innovatics Ltd, Annual General Meeting / Harvia Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi no later than 23 March 2021 at 4.00 p.m. EET. Such questions from shareholders, the company’s management’s answers to them, and any counterproposals that have not been placed for a vote are available on the company’s website www.harviagroup.com on 26 March 2021 at the latest. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of shareholding.
On the date of this notice to the Annual General Meeting, the total number of shares and votes in Harvia Plc
is 18,694,236.
Shareholders who have registered for the meeting may follow the Annual General Meeting remotely on the internet via video stream provided by the company. Shareholders following the meeting this way are not considered to participate in the Annual General Meeting and thus may not, among other, exercise their right to pose questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act or vote in the meeting. The voting list of the Annual General Meeting and the resolutions to be adopted by the Annual General Meeting shall be made based solely on the advance voting. Shareholders cannot thus exercise their voting rights when following the meeting through the video stream, but votes must be cast in advance. Shareholders who have registered for the meeting will receive a link to the video stream and detailed instructions for following the video stream by email or text message.
After the Annual General Meeting, shareholders who have followed the Annual General Meeting remotely on the internet via video stream, may attend a Q&A session hosted by the company where CEO Tapio Pajuharju will take questions from the attendees through the chat functionality of the video stream. Such questions may be submitted already during the video stream of the Annual General Meeting, but the chat functionality and any questions that may be submitted through nor the company’s replies to such questions are not a part of the Annual General Meeting. Such questions are also not questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act. Questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act shall be asked in advance in the manner described below. The video stream and the chat functionality will be arranged only if it is technically possible and it can be arranged in compliance with all regulatory rules and restrictions imposed by the authorities due to the COVID-19 pandemic. The company does not guarantee the functionality or the compatibility of the video stream with different devices.
Muurame, 12 March 2021
HARVIA PLC
Board of Directors
ADDITIONAL INFORMATION
CEO Tapio Pajuharju, tel. +358 50 577 4200
CFO Ari Vesterinen, tel. +358 40 505 0440
Distribution:
Nasdaq Helsinki Ltd
Main Media
www.harviagroup.com
