Resolutions of the Annual General Meeting and Board of Directors of Harvia Plc on 7 April 2022

Harvia Oyj

LISTING

April 7, 2022 at 4:30 p.m. EEST

The annual general meeting of Harvia Plc, held on 7 April 2022, approved the financial statements and discharged the directors and the company’s CEO for the financial year 2021. The annual general meeting, in an advisory resolution, approved the remuneration report for governing bodies.

Appropriation of retained earnings and payment of a dividend

The Annual General Meeting approved the Management Board’s proposal to distribute a dividend of EUR 0.60 per share and to allocate the remainder of the distributable funds to equity.

The dividend is paid in two installments. The first installment of EUR 0.30 per share will be paid to shareholders who are registered in the share register held by Euroclear Finland Ltd on the dividend record date of April 11, 2022. This rate of dividend will be paid on April 20, 2022.

The second installment of EUR 0.30 per share will be paid in October 2022. The second installment will be paid to shareholders who are registered in the share register maintained by Euroclear Finland Ltd on the dividend record date, which, together with the dividend payment date, will be decided by the Board of Directors at its meeting scheduled for 14 October 2022. The dividend record date would then be October 18, 2022 and the dividend payment date would be October 25, 2022.

board and auditor

The Annual General Meeting decided that the Executive Board should consist of five members. Anders Holmén, Hille Korhonen, Olli Liitola and Sanna Suvanto-Harsaae were re-elected to the Board and Heiner Olbrich was elected as a new member of the Board.

It was decided that a monthly remuneration for the members of the Board of Management would be paid as follows: The Chairman of the Board of Management would receive EUR 4,500 and the members of the Board of Management would each receive EUR 2,500. In addition, the chairman of the audit committee receives EUR 1,300 per month and the members of the audit committee EUR 750 per month. Executive Board members’ travel expenses are reimbursed in accordance with the Company’s travel policy.

In addition, Board members living outside of Finland will be paid EUR 900 for each meeting if the member travels to Finland for that meeting only. If the director attends the meeting by telephone or other electronic means, no fee will be paid for that meeting. No fee is paid for decisions taken without a meeting being called.

The chartered accountant PricewaterhouseCoopers Oy has been elected as the company’s auditor and Markku Katajisto, chartered accountant, will act as lead auditor. It has been decided that the auditor’s fee shall be paid on the auditor’s reasonable account.

Authorization of the Board of Directors to decide on the repurchase of own shares

The Management Board was authorized to resolve to buy back a maximum of 934,711 company shares in one or more tranches. The maximum number of shares to be bought back corresponds to approx. 5% of all shares in the company on the day of the general meeting. Based on the authorization, only the free equity capital of the company may be used to buy back own shares.

The shares may be repurchased in public trading arranged by Nasdaq Helsinki Oy at the market price established at the time of purchase, other than in proportion to the shareholdings of the shareholders, or otherwise at a price established in the market. The authorization can be used, for example, for the purposes of the company’s share-based incentive systems and for other matters resolved by the Management Board. The Board of Directors is empowered to decide on all other matters relating to the repurchase of Shares.

The authorization replaces the authorization of the Management Board granted by the company’s shareholders on April 8, 2021 to decide on the buyback of treasury shares. The authorization is valid until the end of the next ordinary general meeting, but no longer than June 30, 2023.

Authorization of the Board of Directors to decide on the issue of shares and the issue of special rights that entitle the holder to shares

The annual general meeting has authorized the board of directors to decide on the issue of shares and the issue of special rights conferring rights to shares in accordance with Chapter 10 Section 1 of the Finnish Limited Liability Companies Act in one or more tranches, either against payment or without payment. The total number of shares to be issued, including the shares to be subscribed for on the basis of special rights, may not exceed 1,869,423 shares. The Board of Directors may decide to issue new shares or possibly to transfer treasury shares held by the company.

The authorization entitles the Management Board to decide on all other matters in connection with the issue of shares and special rights that entitle the holder to shares, including the right to deviate from the shareholders’ subscription rights to the shares to be issued. The authorization can be used to strengthen the company’s balance sheet and financial position or for other purposes decided by the board of directors.

The authorization is valid until the end of the next Annual General Meeting, but no longer than June 30, 2023. The authorization replaces and revokes all previously unused authorizations of the Management Board to pass resolutions on the issue of shares, stock options and other special rights that entitle the holder to shares.

Decisions of the Board of Directors of Harvia Plc

The organizational meeting of the Board of Directors elected from among its members Olli Liitola as its Chair and Sanna Suvanto-Harsaae as its Vice-Chair.

The Board of Directors elected from among its members Anders Holmén and Hille Korhonen as members and Sanna Suvanto-Harsaae as Chair of the Audit Committee.

All Directors are independent of the Company and its principal shareholders.

HARVIA PLC

For more information

CEO Tapio Pajuharju, [email protected], Tel. +358 50 577 4200

CFO Ari Vesterinen, [email protected], Tel. +358 40 505 0440

Distribution:

Nasdaq Helsinki Oy

main media

www.harviagroup.com

Harvia in short

In terms of sales, Harvia is one of the world’s leading companies in the sauna and spa market. 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 for both private and professional customers.

Harvia’s revenues in 2021 totaled EUR 179.1 million, 79% of which came from outside Finland. Harvia Group employs more than 800 professionals in Finland, China and Hong Kong, Romania, Austria, the United States, Germany, Estonia and Russia. The company is headquartered in Muurame, Finland, next to its largest sauna and sauna component manufacturing facility.

Read more: https://harviagroup.com

About Nina Snider

Check Also

Is WH Smith PLC (LON:SMWH)’s 17% ROE Better than Average?

Many investors are still learning about the various metrics that can be useful when analyzing …