Proposals of Harvia Plc’s Shareholders’ Nomination Board to the Annual General Meeting 2023

Harvia Plc, Stock Exchange Release, December 13, 2022 at 4:00 PM EET

The Shareholders’ Nomination Board of Harvia Plc proposes the following to the Annual General Meeting planned to be held on 20 April 2023:

Number of members of the Board of Directors

The Nomination Board proposes 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.

Proposal for members of the Board of Directors

The Shareholders’ Nomination Board proposes 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. 

Markus Lengauer, b. 1965, currently serves as a professional board member and management consultant. He has acted as Deputy Chair of the Board of Directors of Uponor Corporation since 2018 and as a member of Uponor’s Board since 2015. In addition, Lengauer has been the Chair of the Board of Directors of Oras Group since 2019. Lengauer served as CEO of Oras Group in 2017–2018. Lengauer has worked as an independent consultant in the HVAC industry since 2013, as CEO of Rettig ICC in 2004–2013 and as CEO of the Austrian-based company Vogel & Noot Wärmetechnik AG in 1999–2004 and as a consultant at McKinsey & Company in 1997–1999.

Lengauer is an Austrian citizen and holds a Master of Science (Eng.) degree as well as a Doctoral degree in Mechanical Engineering.

In preparing its proposals, the Nomination Board has determined that Lengauer strengthens the expertise of the Board of Directors in the areas of integration of corporate acquisitions, industrial operations and alternative distribution channels. Additionally, he has wide international experience in bathroom industry products and their distribution.

Catharina Stackelberg-Hammarén, b. 1970, is Founder and member of the Board of Marketing Clinic Oy. Stackelberg-Hammarén served as CEO of Marketing Clinic Oy in 2004–2019, and she has been the Executive Chair of the Board of Directors of Marketing Clinic Oy  2019-2022, currently she is working as Senior Adviser and is member of the Board in the company. Previously, she has held various positions at the Coca-Cola Company, including Managing Director of Coca-Cola Finland in 2003–2004 and 2000–2002, Managing Director of Coca-Cola AB in 2002–2003, Marketing Director of Coca-Cola Nordic & Baltic Division in 2000 as well as Consumer Marketing Manager of Coca-Cola Finland in 1996–2000.

Stackelberg-Hammarén’s principal positions of trust include Chair of the Board of Directors, 2022– and member of the Board, 2009– at Alma Media Corporation, member of the Board of Kojamo plc, 2021–, member of the Board of Purmo Group AB, 2021–, member of the Board of Scan Securities AB, 1996–, member of the Board of Royal Unibrew A/S, 2019–, and member of the Board of Knowit Insight Oy, 2022–.

Stackelberg-Hammarén is a Finnish citizen and holds a Master of Science degree in Economics.

In preparing its proposals, the Nomination Board has determined that Stackelberg-Hammarén strengthens the expertise of the Board of Directors in marketing, brand building and development as well as strategic planning.

The Nomination Board notes that the proposed changes in the Board composition correspond to the diversity principles approved for the company. When electing Board members, attention shall be paid to members’ mutually complementary experience and competence. According to this proposal, there would be two female and four male members in the Board.

Remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board 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% 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% 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 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 rules.

Shareholders’ Nomination Board

The Chair of the Nomination Board is Juho Lipsanen, Member of the Board of Onvest Oy. Other members are Jarno Käyhkö, COO of WestStar Oy, Timo Harvia, shareholder of Tiipeti Oy, and Annika Ekman, Head of Direct Equity Investments at Ilmarinen Mutual Pension Insurance Company. In addition, Olli Liitola, Chair of the Board of Directors of Harvia, has served as an expert in the Nomination Board without being a member.

The Shareholders’ Nomination Board made the above-mentioned proposals unanimously. The Nomination Board’s proposals will be included in the notice convening the 2023 AGM which will be announced later.

Further information:

Juho Lipsanen, Chair of the Shareholders’ Nomination Board, Tel. +358 40 706 6030

Ari Vesterinen, CFO, Secretary of the Nomination Board, Tel. +358 40 505 0440

Harvia in brief:

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 179.1 million in 2021, of which 79% came from outside Finland. Harvia Group employs more than 700 professionals in Finland, China and Hong Kong, Romania, Austria, United States, Germany, Estonia and Russia. The company is headquartered in Muurame, Finland, adjacent to its largest sauna and sauna component manufacturing facility.

Read more: https://harviagroup.com