Resolutions of Harvia Plc's Annual General Meeting on 26 April 2024
STOCK EXCHANGE RELEASE
26 April 2024 at 1.30 p.m. EEST
Resolutions of Harvia Plc's Annual General
Meeting on 26 April 2024
Harvia Plc’s Annual General Meeting, held today
on 26 April 2024, approved the financial statements and discharged
the members of the Board of Directors and the company’s CEO from
liability for the financial year 2023. The Annual General Meeting
approved in an advisory decision the remuneration report for
governing bodies. The Annual General Meeting resolved to reject the
revised remuneration policy for the company’s governing bodies. The
resolution made is advisory.
Use of the profit shown on the balance sheet
and the distribution of dividend
The Annual General Meeting approved the Board of
Directors’ proposal that EUR 0.68 per share be paid as dividend and
that the remainder of the distributable funds be transferred to
shareholders’ equity.
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. This instalment of the dividend will be paid on 8 May
2024.
The second instalment, EUR 0.34 per share, will
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.
The Board of Directors and the
Auditor
The Annual General Meeting resolved that the
Board of Directors consists of six members. Olli Liitola, Anders
Holmén, Hille Korhonen, Heiner Olbrich, Markus Lengauer and
Catharina Stackelberg-Hammarén were re-elected to the Board of
Directors.
It was resolved that a monthly remuneration of
the members of the Board of Directors is paid as follows: The Chair
of the Board of Directors is paid EUR 5,000, Deputy Chair of the
Board is paid EUR 3,500 (provided a Deputy Chair is elected) and
members of the Board of Directors are each paid EUR 3,000.
Additionally, the remuneration of the Board committee members is
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 monthly remuneration of the Board
members will be paid in company shares and in cash in such a way
that 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 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 2024. 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 2024 until two years have passed since the date of transfer of
the shares.
The remuneration for the Board committee work
will be paid fully in cash.
The members of Board of Directors who live
outside Finland will be paid EUR 900 for each meeting if the member
travels to Finland only for that meeting. The fee will be paid in
cash. When the member of 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.
The travel expenses of the members of the Board
of Directors are compensated in accordance with the company’s
travel rules.
Authorised Public Accounting firm Deloitte Oy
was elected as the Auditor of the company and as a certification
authority for the company's sustainability reporting in financial
year 2024 and Authorised Public Accountant Johan Groop will act as
the Responsible Auditor. It was resolved that the remuneration for
the Auditor is paid according to the Auditor’s reasonable
invoice.
Authorising the Board of Directors to decide
on the repurchase of the company’s own shares
The Board of Directors was authorised 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 to be
repurchased represents approximately 5% of all the shares in the
company on the date of the Annual General Meeting. 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 Oy for the market price formed
at the moment of purchase or otherwise at a price formed on the
market. The authorisation may be used e.g. for the purposes of the
company’s share-based incentive systems, for the purposes of board
compensation and other matters decided by the Board of Directors.
The Board of Directors is authorised to decide on all other matters
related to the repurchasing of shares.
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. The
authorisation is valid until the closing of the next Annual General
Meeting, but no longer than until 30 June 2025.
Authorising the Board of Directors to decide
on the issue of shares, options and other special rights entitling
to shares
The Annual General Meeting authorised the Board
of Directors to decide 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 tranches, 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 authorisation entitles the Board of
Directors 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 may 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.
The authorisation is 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.
The minutes of the Annual General Meeting will
be available on the company’s website www.harviagroup.com on 10 May
2024 at the latest.
HARVIA PLC
For further information
CEO Matias Järnefelt, tel. +358 40 5056 080
CFO Ari Vesterinen, tel +358 40 505 0440
Distribution:
Nasdaq Helsinki Oy
Main media
www.harviagroup.com
Harvia in short
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 150.5 million in
2023. Harvia Group employs approximately 600 professionals in
Finland, Germany, United States, Romania, China and Hong Kong,
Austria, Italy, Estonia, and Sweden. The company is headquartered
in Muurame, Finland, adjacent to its largest sauna and sauna
component manufacturing facility.
Read more: https://harviagroup.com
Grafico Azioni Harvia (TG:G1U)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Harvia (TG:G1U)
Storico
Da Dic 2023 a Dic 2024
