Notice to the General Meeting of Harvia Plc
STOCK EXCHANGE RELEASE
22 March 2023 at 11.00 am EET
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*Notice to the General Meeting of Harvia Plc*
The shareholders of Harvia Plc are invited to the Annual General Meeting to be held on 20 April 2023 at 10.00 a.m. EEST at Tyynenmerenkatu 2, FI-00220 Helsinki. The reception of persons who have registered for the meeting and the distribution of the voting tickets will commence at 9.00 a.m. EEST.
Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are set out in Part C of this notice to the General Meeting.
It is possible to follow the General Meeting via webcast. Instructions on how to follow the webcast are available on the company’s website www.harviagroup.com. Following the webcast does not imply formal shareholder participation in the General Meeting or the exercise of the shareholder’s rights.
*A. Matters on the Agenda of the General Meeting*
The General Meeting will discuss the following matters:
*1. Opening of the meeting*
*2. Calling the meeting to order*
*3. Election of persons to scrutinise the minutes and to supervise the counting of votes*
*4. Recording the legality of the meeting*
*5. Recording attendance at the meeting and adoption of the list of votes*
*6. Presentation of the financial statements, the report of the Board of Directors and the auditor’s report for 2022*
- Presentation of the CEO’s review.
As of 30 March 2023, at the latest, the financial statements, the report of the Board of Directors and the auditor’s report are available on the company’s website at www.harviagroup.com.
*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 distribution of dividend*
The Board of Directors proposes to the Annual General Meeting that, based on the adopted balance sheet for the financial year 2022, EUR 0.64 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 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. The Board of Directors proposes that the dividend be paid on 2 May 2023.
The second instalment, EUR 0.32 per share, shall 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.
*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 2022 prepared in accordance with the remuneration policy adopted on 2 April 2020 by the company’s Annual General Meeting is available on the company’s website at www.harviagroup.com.
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 remuneration be paid to the Board members as follows: Monthly remuneration: The Chair of the Board of Directors is paid EUR 4,500, Deputy Chair of the Board and other members of Board of Directors are paid EUR 2,500. The Chair of the Audit Committee is paid EUR 1,300 a month and the members of the Audit Committee are paid EUR 750 a month. The proposed remuneration corresponds to the remuneration approved by the Annual General Meeting 2022.
Further, the Nomination Board proposes a new element that the monthly remuneration of the Board members 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.
It is proposed that the remuneration for the members of the Audit Committee be paid fully in cash.
In addition, it is proposed that the members of the Board of Directors who live outside Finland be paid EUR 900 for each meeting if the member travels to Finland only for that meeting. It is proposed that the fee be paid in cash. When the member of the Board of Directors attends the meeting by telephone or other electronic means, no fee would be paid for that meeting. No fee would be paid for decisions made without convening a meeting.
It is also proposed that 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 the number of members of the Board of Directors will be increased by a maximum of one member, from the current five to six members.
*13. Election of members of the Board of Directors*
The Shareholders’ Nomination Board of Harvia Plc proposes to the Annual General Meeting that Olli Liitola, Anders Holmén, Hille Korhonen and Heiner Olbrich be reappointed to the Board of Directors. The Nomination Board proposes that Markus Lengauer and Catharina Stackelberg-Hammarén be appointed as new members of the Board of Directors. Of the current members of the Board of Directors, Sanna Suvanto-Harsaae has informed the Shareholders’ Nomination Board that she is no longer available for re-election to the Board of Directors.
All proposed persons have given their consent to the appointment. They are independent of the company and of the major shareholders of the company.
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 Katajisto will act as the Responsible Auditor should PricewaterhouseCoopers Oy be elected as the Auditor of the company.
*16. Proposal by the Board of Directors to amend the Articles of Association*
The Board of Directors proposes that 10 § of the Articles of Association be amended so that, upon the decision of the Board of Directors, the General Meeting can be organised without any meeting venue (remote meeting). The amended article of the Articles of Association reads as follows:
“10 § NOTICE OF AN ANNUAL GENERAL MEETING
The notice convening an Annual General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the Meeting, however, no later than nine (9) days before the record date of the Annual General Meeting.
The notice shall be delivered to the shareholders by means of a notice published on the Company’s website or in at least one national daily newspaper designated by the Board of Directors.
In order to be entitled to attend and use their right to speak at an Annual General Meeting, a shareholder must notify the Company of its attendance by the date specified in the notice convening the Meeting, which date may not be earlier than ten (10) days prior to the Meeting.
In addition to the domicile of the Company, General Meetings may be held in Helsinki or the Board of Directors may decide that a General Meeting of Shareholders is arranged without a meeting venue so that the shareholders exercise their full decision-making powers in real time during the meeting by use of telecommunication connections and technical means (remote meeting).”
It is proposed that the Articles of Association remain otherwise unchanged.
*17. Authorising the Board of Directors to decide on the repurchase of the company’s 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 number of shares that can be repurchased corresponds to approximately 5 per cent 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 Ltd 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 7 April 2022.
It is proposed that the authorisation remain valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2024.
*18. Authorising the Board of Directors to decide on the issue of shares, options and other 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 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 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 2024. 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.
*19. Closing of the meeting*
*B. Documents of the Annual General Meeting*
The above-mentioned proposals for resolutions on the agenda of the General Meeting and this notice are available on Harvia Plc’s website at www.harviagroup.com. Harvia Plc’s financial statements, report of the Board of Directors, auditor’s report and remuneration policy and remuneration report will be available on said website by 30 March 2023 at the latest. The proposed resolutions and other documents mentioned above will also be available for inspection at the General Meeting.
The minutes of the General Meeting will be available on the above-mentioned website from 4 May 2023 onwards at the latest.
*C. Instructions for the participants in the **Annual General Meeting*
*1. Shareholders registered in the shareholders’ register*
Shareholders who are registered in the shareholders’ register of Euroclear Finland Oy on the record date of the General Meeting 6 April 2023 are entitled to participate in the General Meeting. A shareholder whose shares in the company are registered in his/her personal Finnish book-entry account is registered in the company’s shareholders’ register.
Registration for the General Meeting starts on 23 March 2023 at 10.00 a.m. EET. A shareholder entered in the company’s shareholders’ register who wishes to attend the General Meeting must register no later than 14 April 2023 at 4.00 p.m. EEST, by which time the registration must be received. You can register for the General Meeting:
a) via the company’s website at www.harviagroup.com. Electronic registration requires strong identification of the shareholder or his/her legal representative or proxy with a Finnish or Swedish bank ID or mobile certificate.;
b) by e-mail or mail. Shareholders registering by mail or e-mail shall submit the registration form available on the company’s website www.harviagroup.com or equivalent information to Innovatics Oy by mail to Innovatics Oy, General Meeting / Harvia Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi.
When registering, please provide the requested information, such as the shareholder’s name, date of birth or business ID, contact details, the name of any assistant or proxy representative and the proxy’s date of birth. The personal data provided by shareholders to Harvia Plc will only be used in connection with the General Meeting and the processing of the necessary registrations related thereto.
The shareholder, his/her representative or proxy must be able to prove his/her identity and/or right of representation at the meeting if necessary.
Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9.00 a.m. to 12.00 p.m. and from 13.00 p.m. to 16.00 p.m.
*2. Holders of nominee-registered shares*
A holder of nominee-registered shares is entitled to participate in the General Meeting on the basis of the shares which would entitle him/her to be entered in the shareholders’ register kept by Euroclear Finland Oy on the record date for the General Meeting 6 April 2023. Participation also requires that the shareholder is temporarily registered in the shareholders’ register held by Euroclear Finland Oy by 17 April 2023 by 10.00 a.m. EEST at the latest. In the case of nominee-registered shares, this is considered as registration for the General Meeting. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s voting rights.
The holder of nominee-registered shares is advised to request well in advance the necessary instructions from his/her custodian bank regarding temporary registration in the register of shareholders, the issuing of proxy documents and voting instructions, registration, and attendance at the General Meeting and advance voting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wishes to attend the Annual General Meeting temporarily in the register of shareholders of the company by the aforementioned date and time at the latest and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares. Further information is also available on the company’s website at www.harviagroup.com.
*3. Proxy representatives and powers of attorney*
A shareholder may attend the General Meeting and exercise his/her rights there through a proxy representative. A shareholder’s proxy may also elect to vote in advance as described in this notice if he/she so wishes. The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which he/she will be able to register and vote in advance on behalf of the shareholder that he/she represents. The shareholder’s proxy must present dated proxy documents, or otherwise in a reliable manner prove that he/she is entitled to represent the shareholder at the General Meeting. You can prove your right to representation by using the suomi.fi e-Authorizations service available in the electronic registration service.
Model proxy documents and voting instructions are available on the company’s website www.harviagroup.com. If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.
Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Harvia Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or his/her proxy shall register for the General Meeting in the manner described above in this notice.
*4. Advance voting*
A shareholder whose shares in the company are registered in his/her personal Finnish book-entry account may vote in advance between 23 March 2023 at 10.00 a.m. EET and 14 April 2023 at 4.00 p.m. EEST on certain items on the agenda of the General Meeting.
a) via the company’s website at www.harviagroup.com. Login to the service is done in the same way as for registration in section C.1 of this notice.
b) by mail or by e-mail by submitting the advance voting form available on the company’s website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Harvia Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail at agm@innovatics.fi. Advance votes must be received by the time the advance voting ends. The submission of votes in this way before the end of the registration and advance voting period shall be considered as registration for the General Meeting, provided that it contains the above information required for registration.
A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Finnish Limited Liability Companies Act unless he/she attends the General Meeting in person or by proxy at the meeting venue.
With respect to nominee registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom he/she represents in accordance with the voting instructions given by them during the registration period set for the nominee-registered shareholders.
Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes. The conditions and other instructions for electronic advance voting are available on the company’s website at www.harviagroup.com.
*5. Other instructions and information*
The meeting language is Finnish.
Shareholders present at the General Meeting have the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Limited Liability Companies Act.
Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s voting rights.
On the date of the notice to the meeting, Harvia Plc has a total of 18,694,236 shares representing the same number of votes. The company holds on 22 March 2023 a total of 21,074 of its own shares which are not entitled to vote at the Annual General Meeting.
Shareholders 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 Finnish Limited Liability Companies Act or vote in the meeting. A link to the video stream and detailed instructions for following the video stream are available at the company’s website at www.harviagroup.com.
Muurame, 22 March 2023
*HARVIA PLC*
BOARD OF DIRECTORS
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*ADDITIONAL INFORMATION*
CEO Tapio Pajuharju, tel. +358 50 577 4200
CFO Ari Vesterinen, tel. +358 40 505 0440
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*Distribution:*
Nasdaq Helsinki Ltd
Main Media
www.harviagroup.com
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 totaled EUR 172.4 million in 2022. Harvia Group employs more than 600 professionals in Finland, China and Hong Kong, Romania, Austria, United States, Germany and Estonia. The company is headquartered in Muurame, Finland, adjacent to its largest sauna and sauna component manufacturing facility.
Read more: https://harviagroup.com