STOCK EXCHANGE RELEASE
4 April 2019, at 4.00 pm
RESOLUTIONS OF HARVIA PLC'S ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS ON 4 APRIL 2019
Harvia Plc’s Annual General Meeting, held on 4 April 2019, approved the financial statements and discharged the members of the Board of Directors and the company's CEO from liability for the financial year 2018.
Use of the profit shown on the balance sheet and the payment of dividend
The Annual General Meeting approved the Board of Directors’ proposal that no more than EUR 0.37 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 0.18 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 8 April 2019. The dividend will be paid on 15 April 2019.
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 17 October 2019. 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 2019 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 consist of five members. Olli Liitola, Ia Adlercreutz, Anders Björkell, Pertti Harvia and Ari Hiltunen were re-elected to the Board of Directors.
It was resolved that a monthly remuneration off 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 650 a month. No remuneration is paid to Anders Björkell 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.
Authorizing the Board of Directors to decide on the 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 five (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 2 March, 2018. The authorisation is valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2020.
Authorizing 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 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 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 2020. 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.
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, Anders Björkell and Ari Hiltunen as members of the Audit Committee.
Ia Adlercreutz and Ari Hiltunen are independent of the Company and its major shareholders. Olli Liitola and Anders Björkell are independent of the Company. Pertti Harvia is independent of the Company’s major shareholders.
For further information
CEO Tapio Pajuharju, firstname.lastname@example.org, tel. +358 50 577 4200
CFO Ari Vesterinen, email@example.com, tel +358 40 505 0440
Nasdaq Helsinki Oy
Harvia in short
Harvia is one of the leading companies operating in the sauna and spa market globally, as measured by revenue. Harvia's brands and product portfolio are well-known in the market and the company's comprehensive product portfolio strives to meet the needs of the international sauna and spa market of both private and professional customers.
Harvia's revenue totalled EUR 61.9 million in 2018, its operating profit was EUR 9.4 million and adjusted operating profit EUR 10.9 million during the same period. The company employs some 400 professionals in Finland, China and Hong Kong, Romania, Austria, United States, United States, Germany and Estonia. The company is headquartered in Muurame, Finland, adjacent to its largest sauna and sauna component manufacturing facility.