Notice to the Annual General Meeting of Harvia Plc
Harvia Plc Stock Exchange Release, 14 March 2025 at 9:30 a.m. EET
Notice to the Annual General Meeting of Harvia Plc
The shareholders of Harvia Plc are invited to the Annual General Meeting to be held on 8 April 2025 at 10.00 a.m. (EEST) in Little Finlandia’s Honka-hall at Karamzininranta 4, FI-00100 Helsinki. The reception of those who have registered for the meeting and distribution of ballot papers will start at 9.00 a.m. (EEST) at the Meeting venue.
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 Annual General Meeting.
It is possible to follow the Annual 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 Annual General Meeting or as the exercise of shareholders’ rights.
A. Matters on the Agenda of the Annual General Meeting
The Annual General Meeting will discuss the following matters:
1. Opening the Meeting
2. Calling the meeting to order
3. Election of the persons to scrutinize 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, annual report, auditor’s report and assurance report of the sustainability statement for year 2024
- Presentation of the CEO’s review.
The financial statements, the report of the Board of Directors (including the sustainability statement), the auditor’s report and the assurance report of the sustainability statement are available on the company’s website at www.harviagroup.com as of 18 March 2025 at the latest.
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 2024, EUR 0.75 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 0.38 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 10 April 2025. The Board of Directors proposes that the dividend be paid on 17 April 2025.
The second instalment, EUR 0.37 per share, shall be paid in October 2025. 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 2025. The record date of the dividend date would then be 21 October 2025 and the dividend payment date 28 October 2025.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Handling of the remuneration report for governing bodies
The Board of Directors proposes Annual General Meeting that the Annual General Meeting adopts the remuneration report for the governing bodies. The resolution is advisory in accordance with the Finnish Limited Liability Companies Act.
The report on the remuneration of the institutions is available on the company’s website at www.harviagroup.com on 18 March 2025 at the latest.
11. Adoption of the remuneration policy for governing bodies
The Board of Directors proposes that the Annual General Meeting adopts the remuneration policy for the governing bodies. 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 18 March 2025 at the latest.
12. Proposal by the Board of Directors to amend the Articles of Association
To enable the Board composition proposed by the Shareholders’ Nomination Board, the Board of Directors proposes to the Annual General Meeting that 5 § of the Articles of Association be amended so that the maximum number of members of the Board of Directors will be increased from six to seven. The amended article of the Articles of Association reads as follows:
5 § BOARD OF DIRECTORS
The Company has a Board of Directors, consisting of at least three and not more than seven ordinary members. The Board of Directors elects a Chairperson among its members for its term. The term of the members of the Board of Directors shall expire at the close of the Annual General Meeting following the election.
Harvia’s business has grown significantly, with the company expanding internationally and diversifying its product portfolio. As the size and complexity of the business increases, the Shareholders’ Nomination Board believes that raising the maximum number of Board members to seven will further strengthen the Board’s competence. Additionally, this change provides greater flexibility to adjust the Board’s composition according to Harvia’s evolving business needs.
13. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting 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 2024: EUR 5,000), Deputy Chair of the Board EUR 3,500 (in 2024: EUR 3,500) and other members of Board of Directors each are paid a monthly remuneration of EUR 3,000 (in 2024: EUR 3,000).
In addition, the Nomination Board proposes that the remuneration of the Board committee members be paid as meeting fees 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 or via a share issue and 60% will be paid in cash. The company will pay any trading costs and transfer tax related to the purchase of the remuneration 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.
The Nomination Board recommends that a member of the Board of Directors does not assign the shares received as remuneration for Board membership in 2025 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.
14. Resolution on the number of members of 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 shall be seven. If the General Meeting does not approve the amendment to the Articles of Association under agenda item 12, the Shareholders’ Nomination Board proposes that six members be elected to the company’s Board of Directors.
15. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that for a term until the close of the next Annual General Meeting the following persons are elected as Board members in an individual election:
The following persons are nominated to the Board of Directors:
a) Heiner Olbrich (current member),
b) Catharina Stackelberg-Hammarén (current member),
c) Anders Holmén (current member),
d) Hille Korhonen (current member),
e) Markus Lengauer (current member),
f) Olli Liitola (current member),
In addition, the Nomination Board proposes that a new member be elected to the Board of Directors for a term beginning upon the registration of the amendment to the Articles of Association and ending at the close of the next Annual General Meeting:
g) Petri Castrén (new member),
Should the Annual General Meeting, contrary to the Nomination Board’s recommendation, resolve not to increase the maximum number of Board members in the Articles of Association, the Nomination Board proposes that the six candidates receiving most of the votes in the individual election be elected 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 CVs of the current Board members are available at www.harviagroup.com/investor-relations/corporate-governance/harvia-board-of-directors/.
The CV of the proposed new member of the Board of Directors will be made available at https://harviagroup.com/investor-relations/corporate-governance/general-meetings/annual-general-meeting-2025/.
The Nomination Board recommends that the Board of Directors would elect Heiner Olbrich as its Chair and Catharina Stackelberg-Hammarén as its Deputy Chair.
The task of the Nomination Board is to ensure 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.
16. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the Auditor to be appointed will receive remuneration in accordance with a reasonable invoice approved by the company.
17. Election of the auditor
The Board of Directors proposes to the Annual General Meeting 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.
18. Resolution on the remuneration of the sustainability reporting assurer
The Board of Directors proposes to the Annual General Meeting that the authorised sustainability auditor to be appointed will receive remuneration in accordance with a reasonable invoice approved by the company.
19. Election of the sustainability reporting assurer
The Board of Directors proposes to the Annual General Meeting that Deloitte Oy be elected as the company’s authorised sustainability auditor for a term that lasts until the end of the company’s next Annual General Meeting. Deloitte Oy has stated that Johan Groop, ASA, APA would act as the responsible authorised sustainability auditor.
20. Authorizing the Board of Directors to decide on the repurchase of the company’s own shares
The Board of Directors proposes to the Annual General Meeting 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 will 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 26 April 2024.
It is proposed that the authorisation remain valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2026.
21. Authorizing the Board of Directors to decide on the issue of shares, options and other special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting 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 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 2026. The authorisation replaces and revokes all previous unused authorisations of the Board of Directors to resolve on the issuance of shares, options and other special rights entitling to shares.
22. Closing the meeting
B. Documents of the Annual General Meeting
The above-mentioned proposals for resolutions on the agenda of the Annual General Meeting and this notice are available on Harvia Plc’s website at www.harviagroup.com. Harvia Plc’s financial statements, the report of the Board of Directors (including the sustainability statement), auditor’s report, the assurance report of the sustainability statement as well as the remuneration policy and remuneration report will be available on said website by 18 March 2025 at the latest. The proposed resolutions and other documents mentioned above will also be available for inspection at the Annual General Meeting.
The minutes of the Annual General Meeting will be available on the above-mentioned website from 22 April 2025 onwards.
C. Instructions for meeting participants
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 Annual General Meeting 27 March 2025 are entitled to participate the Annual General Meeting. Any shareholder whose company shares are recorded in their personal Finnish book-entry account is automatically included in the company’s shareholders’ register. Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the shareholder’s voting rights.
The registration period for the Annual General Meeting commences on 17 March 2025 at 10.00 a.m. (EET). A shareholder who is registered in the company’s shareholders’ register and wishes to participate in the Annual General Meeting must register for the Meeting no later than 1 April 2025 at 4.00 p.m. (EEST), by which time the registration must be received. A shareholder can register for the Annual 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 a mobile certificate.;
b) by e-mail. shareholders registering by mail or e-mail shall submit the registration form and advance voting form available on the company’s website at 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 at www.harviagroup.com or equivalent information to Innovatics Oy, General Meeting / Harvia Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki;
d) Calling + 358 10 2818 909 on weekdays between 9.00 a.m. and 12.00 p.m. and 1.00 p.m. and 4.00 p.m. When registering by phone, a shareholder cannot vote in advance.
The shareholder and their representative are required to provide 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, e-mail address and/or phone number. The personal data provided to Harvia Plc is only used in connection with the Annual General Meeting and the processing of the necessary registrations related thereto.
The shareholder and their representative or proxy must be able to prove their identity and/or right of representation at the meeting.
Further information on registration and advance voting is available by telephone during the registration period of the Annual 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 1:00 p.m. to 4:00 p.m.
2. Holders of nominee-registered shares
A holder of nominee-registered shares is entitled to participate the Annual General Meeting based on the shares, which would entitle them entry into the shareholders’ register held by Euroclear Finland Oy on the record date for the Annual General Meeting 27 March 2025. Participation also requires that the shareholder is temporarily registered in the shareholders’ register held by Euroclear Finland Oy by 3 April 2025 by 10.00 a.m. (EEST) at the latest. In the case of nominee-registered shares, this is considered as registration for the Annual General Meeting. Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the shareholder’s voting rights.
A holder of nominee-registered shares is advised to request well in advance the necessary instructions from their custodian bank regarding temporary registration in the register of shareholders, the issuing of proxy documents and voting instructions, registration, and attendance at the Annual General Meeting and advance voting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wishes to participate 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 Annual General Meeting and exercise their rights at the Meeting through a proxy representative. A shareholder’s proxy may also elect to vote in advance as described in this notice if they so wish. 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, who they represent. The shareholder’s proxy must present dated proxy documents, or otherwise in a reliable manner prove that they are entitled to represent the shareholder at the Annual General Meeting.
The right of representation can be demonstrated by using the Suomi.fi authorization service, which is available in the electronic registration service. Shareholders may also, as an alternative to traditional proxy documents, use the electronic Suomi.fi e-authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization topic “Representation at the General Meeting”). When registering for the Annual General Meeting in the designated registration service, authorized representatives shall identify with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.
Model proxy documents are available on the company’s website www.harviagroup.com. If a shareholder participates in the Annual 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 Annual General Meeting in the manner described above in this notice.
4. Following the Annual General Meeting remotely
A shareholder who is entitled to attend the Annual 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 Annual General Meeting or as the exercise of shareholders’ rights.
Remote access to the Annual General Meeting will be provided through Inderes Oyj virtual general meeting service on the Videosync platform, which includes video and audio access to the Annual General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, remote access requires a computer, smartphone or tablet with speakers or headphones for sound. One of the following browsers is recommended for remote access: Chrome, Firefox, Edge, Safari, or Opera.
The link and password for following the meeting remotely 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 Annual General Meeting no later than the day before the Annual General Meeting. It is advisable to log in to the meeting system well in advance of the 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://b2b.inderes.com/knowledge-base/inderes-agm-solutions. 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 instructions before the meeting.
5. Advance voting
A shareholder whose shares in the company are registered in their personal Finnish book-entry account may vote in advance between 17 March 2025 at 10.00 a.m. (EET) and 1 April 2025 at 4.00 p.m. (EEST) on certain items on the agenda of the Annual 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 e-mail by submitting the advance voting form available on the company’s website at www.harviagroup.com or equivalent information to Innovatics Oy by e-mail at [email protected].
c) by mail by submitting the advance voting form available on the company’s website at www.harviagroup.com or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Harvia Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
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 Annual 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 they participate the Annual 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 they represent 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 Annual General Meeting without any changes.
6. Other instructions/information
The Meeting will be conducted primarily in Finnish, but some presentations will be held in English. There will be simultaneous interpretation in English and Finnish.
Shareholders present at the Annual 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. On the date of the notice to the meeting, the company holds a total of 15,207 of its own shares which are not entitled to vote at the Annual General Meeting.
Muurame, 14 March 2025
HARVIA PLC
BOARD OF DIRECTORS
Attachment
