Harvia Plc: Notice to the General Meeting of Harvia Plc
STOCK EXCHANGE RELEASE
2 April 2023 at 06.35 p.m. EEST
Notice to the General Meeting of Harvia Plc
The shareholders of Harvia Plc are invited to the Annual General Meeting to be held on 26 April 2024 at 10.00 a.m. EEST in Musiikkitalo’s Paavo-auditorium at Mannerheimintie 13 A, FI-00100 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. It is not possible to ask questions, make counterproposals, make other interventions, or vote via webcast. Following the meeting via webcast shall not be considered as participation in the General Meeting or as the exercise of shareholders' 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 2023
- Presentation of the CEO’s review.
As of 5 April 2024, 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 2023, EUR 0.68 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 0.34 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 30 April 2024. The Board of Directors proposes that the dividend be paid on 8 May 2024.
The second instalment, EUR 0.34 per share, shall be paid in October 2024. 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 17 October 2024. The record date of the dividend date would then be 21 October 2024 and the dividend payment date 28 October 2024.
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 2023 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. Adoption of the remuneration policy for governing bodies
The Board of Directors proposes that the amended Remuneration Policy be adopted. The Remuneration Policy was last time presented to the Annual General Meeting on 2 April 2020. The resolution is advisory in accordance with the Finnish Limited Liability Companies Act.
The remuneration policy is attached to this notice (Annex 1) as well as available on the company’s website at www.harviagroup.com on 5 April 2024 at the latest.
12. 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: the Chair of the Board of Directors is paid a monthly remuneration of EUR 5,000 (in 2023: EUR 4,500), Deputy Chair of the Board is paid a monthly remuneration of EUR 3,500 (provided a Deputy Chair is elected) and other members of Board of Directors each are paid a monthly remuneration of EUR 3,000 (in 2023: EUR 2,500).
In addition, the Nomination Board proposes as a new element that the remuneration of the Board committee members be paid as meeting fees instead of a monthly fee as follows: EUR 1,000 per meeting for the chair of the committee and EUR 600 per meeting for the other members.
Further, the Nomination Board proposes that the monthly remuneration of the Board members be paid in company shares and in cash in such a way that 40% of the total monthly remuneration will be paid in company shares purchased at a price determined in public trading on Nasdaq Helsinki Ltd and 60% will be paid in cash. All the remuneration 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 2024. The company acquires the shares to the account of the members of the Board of Directors and will pay any trading costs and transfer tax related to the purchase of the shares. In case the remuneration cannot be paid in the company’s 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 or if the payment of the remuneration in shares would prove to be unreasonably difficult in practice, the remuneration will be paid in cash.
A member of the Board of Directors may not assign the shares received as remuneration for Board membership in 2024 until two years have passed since the date of the receipt of the shares.
It is proposed that the remuneration for the Board committee work 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 such separate fee will be paid for that meeting. No fee is 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 policy.
13. Resolution on the number of members on the Board of Directors
The Shareholders’ Nomination Board of Harvia Plc proposes that the number of members of the Board of Directors shall be six.
14. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes that Olli Liitola, Anders Holmén, Hille Korhonen, Heiner Olbrich, Markus Lengauer and Catharina Stackelberg-Hammarén be reappointed 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.
Olli Liitola has announced that he will renounce his position as Chair of the Board of Directors, but that he is available for the appointment as a member of the Board of Directors.
The Nomination Board recommends that the Board of Directors would elect Heiner Olbrich as its Chair.
With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. The Shareholders’ Nomination Board is responsible for ensuring that the proposed Board of Directors as a whole has sufficient expertise, knowledge and competence and that the composition of the Board of Directors takes into account the independence requirements set out in the Finnish Corporate Governance Code for listed companies and the stock exchange rules that apply to 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.
All the above individuals have stated as their intention, should they be elected, to establish a Compensation and Human Resources Committee with members to be appointed among the Board members.
15. 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.
16. Election of the Auditor
The Board of Directors proposes that Authorised Public Accounting firm Deloitte Oy be elected as the Auditor of the company for the following term of office. Deloitte Oy has stated that Authorised Public Accountant Johan Groop will act as the Responsible Auditor should Deloitte Oy be elected as the Auditor of the company.
The company must prepare its first statutory sustainability report for the financial year 2024. If Deloitte Oy is elected as the company's auditor, it will also act as a certification authority for the company's sustainability reporting in financial year 2024 in accordance with the transitional provision of the Act amending the Companies Act (1252/2023), and a fee will be paid for this position on the basis of a reasonable invoice.
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, for the purposes of board compensation 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 20 April 2023.
It is proposed that the authorisation remain valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2025.
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, for the purposes of board compensation 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 2025. 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 5 April 2024 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 10 May 2024 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 16 April 2024 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 automatically included in the company’s shareholders’ register. 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.
Registration for the General Meeting commences on 3 April 2024 at 10:00 a.m. EEST. A shareholder entered in the company’s shareholders’ register who wishes to participate in the General Meeting must register for the Meeting no later than 19 April 2024 at 4.00 p.m. EEST, by which time the registration must be received. A shareholder 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 their legal representative or proxy with a Finnish, Swedish or Danish bank ID or mobile certificate.
b) By e-mail. Shareholders registering by e-mail shall submit the registration form and advance voting form available on the company's website www.harviagroup.com or equivalent information to [email protected].
c) By mail. Shareholders registering by mail shall submit the registration form and advance voting form available on the company's website www.harviagroup.com or equivalent information to Innovatics Oy, General Meeting / Harvia Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki.
When registering, please provide the necessary 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 them to be entered in the shareholders’ register kept by Euroclear Finland Oy on the record date for the General Meeting 16 April 2024. Participation also requires that the shareholder is temporarily registered in the shareholders’ register held by Euroclear Finland Oy by 23 April 2024 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 attending 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 they will be able to register and vote in advance on behalf of the shareholder that they represent. 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 [email protected] before the end of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy shall register for the General Meeting in the manner described above in this notice.
4. Following the meeting via webcast
A shareholder who is entitled to attend the General Meeting and whose shares are registered in their personal Finnish book-entry account may also follow the meeting remotely.
It is not possible to ask questions, make counterproposals, make other interventions, or vote via webcast. Following the meeting via webcast shall not be considered as participation in the General Meeting or as the exercise of shareholders' rights.
Remote access to the General Meeting will be provided through Inderes Plc's virtual general meeting service on the Videosync platform, which includes video and audio access to the General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari, or Opera. It is advisable to log in to the meeting system well in advance of the meeting.
The participation link and password for remote participation will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all those who have registered for the General Meeting no later than the day before the General Meeting.
For more information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found here: https://vagm.fi/support. A link to test the compatibility of your computer, smartphone or tablet with the network connection can be found here: https://demo.videosync.fi/agm-compatibility?language=en. It is recommended that you read the detailed participation instructions before the meeting.
5. Advance voting
A shareholder whose shares in the company are registered in his/her personal Finnish book-entry account may vote in advance between 3 April 2024 at 10:00 a.m. EEST and 19 April 2024 at 16:00 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 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.
c) Or by e-mail by submitting the advance voting form available on the company’s website or equivalent information to [email protected].
Advance votes must be received by the time the advance voting ends. The submission of votes by mail or e-mail 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.
6. 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.
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 2 April 2024 a total of 5,072 of its own shares which are not entitled to vote at the Annual General Meeting.
Muurame, 2 April 2024
HARVIA PLC
BOARD OF DIRECTORS
Attachment
