Proposals of Harvia Plc's Shareholders' Nomination Board to the Annual General Meeting 2025

Harvia Plc, Stock Exchange Release, January 17, 2025 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 8 April 2025:

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 from six to seven.

The change of the number of Board Members requires changing Harvia Plc’s Articles of Association in terms of the maximum number of Board members. Harvia Plc’s Board of Directors has informed the Nomination Board that it will propose to the Annual General Meeting an amendment to the Articles of Association to enable the Board composition proposed by the Nomination Board.

If the General Meeting does not approve the amendment to the Articles of Association, the Nomination Board proposes that six members be elected to the company's Board of Directors.

Proposal for members of the Board of Directors

The Nomination Board proposes that the current members Heiner Olbrich, Catharina Stackelberg-Hammarén, Anders Holmén, Hille Korhonen, Markus Lengauer and Olli Liitola be re-elected to the Board of Directors for a term beginning at the close of the Annual General Meeting and ending at the close of the next Annual General Meeting.

In addition, the Nomination Board proposes that Petri Castrén be elected as a new member of the Board of Directors for a term beginning upon registration of the amendment to the Articles of Association and ending at the close of the next Annual General Meeting.

Petri Castrén, b. 1962, has served as the Chief Financial Officer in Kemira Plc since 2013, acting also as Kemira’s Interim CEO between July 2023 and February 2024. During the years 1996 – 2013 he worked in multiple positions in Nokia Corporation in USA and Finland, including as Head of Mergers & Acquisitions for Nokia Corporation and as Head of Corporate Finance of Nokia Siemens Networks. During the 1988-1996 he worked in Skopbank, in Helsinki and New York, in corporate finance expert and management positions. Castrén is a Finnish citizen, he holds degree of Master of Laws and MBA.

Castrén’s principal current positions of trust include Vaisala Plc Member of Board since 2017, Taaleri Plc Member of Board since 2020, Member of Audit Committee in both companies, and Varma Mutual Pension Insurance Company, Member of the Supervisory Board since 2013.

In preparing its proposal, the Nomination Board has determined that Castrén strengthens the expertise of the Board of Directors in financial reporting, finance and corporate governance of a publicly listed company. Additionally, he strengthens the Board’s knowledge in Northern American business.  

All proposed persons have given their consent to the appointment. They are independent of the company and of the major shareholders of the company. 

The CVs of the current Board members are available at www.harviagroup.com/investor-relations/corporate-governance/harvia-board-of-directors/.

The CV of the proposed new member of the Board of Directors will be made available at https://harviagroup.com/investor-relations/corporate-governance/general-meetings/annual-general-meeting-2025/.

The Nomination Board recommends that the Board of Directors would elect Heiner Olbrich as its Chair and Catharina Stackelberg-Hammarén as its Deputy Chair.

The task of the Nomination Board is to ensure 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 has assessed that the proposed Board, as a whole, enables effective functioning of the Board and is suitable for the task both collectively and individually, based on their expertise, experience, and other personal qualities.

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.

The Nomination Board recommends that the Board members be elected through an individual voting process. Should the Annual General Meeting, contrary to the Nomination Board’s recommendation, resolve not to increase the maximum number of Board members in the Articles of Association, the Nomination Board proposes that the six candidates receiving most of the votes in the individual election be elected to the Board of Directors.

Remuneration of the members of the Board of Directors

The 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 2024: EUR 5,000), Deputy Chair of the Board EUR 3,500 (in 2024: EUR 3,500) and other members of Board of Directors each are paid a monthly remuneration of EUR 3,000 (in 2024: EUR 3,000).

In addition, the Nomination Board proposes that the remuneration of the Board committee members be paid as meeting fees 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 or via a share issue and 60% will be paid in cash. The company will pay any trading costs and transfer tax related to the purchase of the remuneration 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.

The Nomination Board recommends that a member of the Board of Directors does not assign the shares received as remuneration for Board membership in 2025 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 Minna Laaksonen, CFO of WestStar Oy, Janne Kujala, Head of Nordic Equities at Evli Fund Management Company Ltd, and Josefin Degerholm, CEO of Nordea Funds Oy. In addition, Heiner Olbrich, Chair of the Board of Directors of Harvia, has served as an expert in the Nomination Board without being a member.

The Nomination Board made the above proposals unanimously. The Nomination Board’s proposals will be included in the notice convening the 2025 Annual General Meeting which will be announced later.

Further information: 

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

Ari Vesterinen, CFO of Harvia Plc, Secretary of the Shareholders’ 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 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