Proposals of Harvia Plc’s Shareholders’ Nomination Board to the Annual General Meeting 2024

Harvia Plc, Stock Exchange Release, December 13, 2023 at 5.30 PM EET

The Shareholders’ Nomination Board of Harvia Plc proposes the following to the Annual General Meeting planned to be held on 26 April 2024:

Number of members of the Board of Directors

The Nomination Board proposes that the number of members of the Board of Directors shall be six.

Proposal for members of the Board of Directors

The Shareholders’ Nomination Board proposes that Olli Liitola, Anders Holmén, Hille Korhonen, Heiner Olbrich, Markus Lengauer and Catharina Stackelberg-Hammarén be reappointed 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. 

Olli Liitola has announced that he will renounce his position as Chair of the Board of Directors, but that he is available for the appointment as a member of the Board of Directors.

The Nomination Board recommends that the Board of Directors would elect Heiner Olbrich as its Chair.

With regard to the selection procedure for the members of the Board of Directors, the Shareholders’ Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. The Shareholders’ Nomination Board is responsible for ensuring 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.

The Nomination Board notes that the proposed Board composition corresponds to the diversity principles approved for the company. When electing Board members, attention shall be paid to members’ mutually complementary experience and competence.

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: the Chair of the Board of Directors is paid a monthly remuneration of EUR 5,000 (in 2023: EUR 4,500), Deputy Chair of the Board and other members of Board of Directors each are paid a monthly remuneration of EUR 3,000 (in 2023: EUR 2,500).

In addition, the Nomination Board proposes as a new element that the remuneration of the Board committee members be 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 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 and 60% will be paid in cash. All the remuneration 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 acquires the shares to the account of the members of the Board of Directors and will pay any trading costs and transfer tax related to the purchase of the 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.

A member of the Board of Directors may not assign the shares received as remuneration for Board membership in 2024 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.

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 proposals unanimously. The Nomination Board’s proposals will be included in the notice convening the 2024 Annual General Meeting 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 172.4 million in 2022. 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