Annual General Meeting 2019

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ANNUAL GENERAL MEETING 2019

Harvia Plc’s Annual General Meeting was held on 4 April 2019 in Helsinki. The annual general meeting approved the financial statements and discharged the members of the Board of Directors and the company’s CEO from liability for the financial year 2018. In addition, the Annual General Meeting resolved on the payment of dividend, the composition of members of the Board of Directors and their remuneration, the election of the auditor and its remuneration as well as authorized the Board of Directors to decide on the repurchase of the Company’s own shares and issuance of shares and the issuance of options and other special rights entitling to shares.

Dividend payment

The Annual General Meeting approved the Board of Directors’ proposal that no more than EUR 0.37 per share be paid as dividend. The dividend is divided into two instalments in accordance with the proposal of the Board. The Annual General Meeting decided on a dividend of EUR 0.18 per share that will be paid to shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Ltd on the record date of 8 April 2019. The dividend will be paid on 15 April 2019.

In addition the Annual General Meeting authorised the Board of Directors to decide, at its discretion, on the payment of an extra dividend of no more than EUR 0.19 per share. The Board of Directors expects to decide on the payment of a EUR 0.19 per share extra dividend at its meeting scheduled to be held on 17 October 2019. At the same meeting, the Board of Directors expects to decide on the record and payment dates of the extra dividend in accordance with the rules of the Finnish book-entry securities system. The extra dividend is estimated to be paid in October 2019 to shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Ltd on the record date decided by the Board of Directors.

The authorisation is valid until the opening of the next Annual General Meeting.

The Board of Directors and the Auditor

The Annual General Meeting resolved that the Board of Directors consist of five members. Olli Liitola, Ia Adlercreutz, Anders Björkell, Pertti Harvia and Ari Hiltunen were re-elected to the Board of Directors.

It was resolved that a monthly remuneration off the members of the Board of Directors is paid as follows: The Chairman of the Board of Directors is paid EUR 3,500 and members of the Board of Directors are each paid EUR 2,000. Additionally, the Chairman of the Audit Committee is paid EUR 1,300 a month and members of the Audit Committee are paid EUR 650 a month. No remuneration is paid to Anders Björkell for being a member of the Board of Directors or the Audit Committee. 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 PricewaterhouseCoopers Oy was elected as the Auditor of the Company and Markku Launis, Authorised Public Accountant, will act as the Responsible Auditor. It was resolved that the remuneration for the Auditor is paid according to the Auditor’s reasonable invoice.

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 five (5) percent of all the shares of 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 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 2 March, 2018. The authorisation is valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2020.

Issuance of shares as well as the issuance of 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 amount 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 authorization 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 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 2020. 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.

Decisions by the Board of Directors on the composition of its committees

The organizational meeting of the Board of Directors elected from among its members Olli Liitola as its Chairman.

Board of Directors elected from among its members Olli Liitola, Anders Björkell and Ari Hiltunen as members of the Audit Committee.

Ia Adlercreutz and Ari Hiltunen are independent of the Company and its major shareholders. Olli Liitola and Anders Björkell are independent of the Company. Pertti Harvia is independent of the Company’s major shareholders.

Materials

Minutes of the Meeting 2019
CEO’s review
Resolutions of the AGM and Board
Notice to the Annual General Meeting
Agenda
Proposed members for the Board of Directors
Financial Statements Bulletin 2018
Report of the Board of Directors and Financial Statements 2018
Annual report 2018
Data Protection Notice
Power of Attorney