
In April 2020, Harvia acquired the majority of
the EOS Group and established Harvia Holding
GmbH to hold the subgroup in Germany.
On 27 July 2022, Harvia Plc acquired a 21.4%
minority shareholding of EOS Group’s German
operations from Mr. Rainer Kunz, Managing
Director of EOS Group. After the transaction, EOS
Group’s German operations are fully owned by
Harvia. On 7 November 2022, Harvia Plc signed
an agreement to sell its 80.0% shareholding of
EOS Russia to Mr. Vasilij Sosenkov. After the
transaction Harvia does not own any shareholding
in EOS Russia. Closing of the transaction was
completed in March 2023 after approval from the
Russian officials on 10 March 2023. In 2023 Harvia
establisded a joint venture Harvia Japan
Limited and acquired electromechanical timer
manufacturer Phoenix El-Mec.
ANNUAL GENERAL MEETING
The Annual General Meeting of Harvia, held
on 20 April 2023, approved the financial
statements and discharged the members of the
Board of Directors and the company’s CEO from
liability for the financial year 2022. The Annual
General Meeting approved in an advisory decision
the remuneration report for the governing bodies.
The Annual General Meeting approved the Board
of Directors’ proposal that EUR 0.64 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 installments. The
first installment, EUR 0.32 per share, was paid on
2 May 2023. The second installment, EUR 0.32 per
share, was paid on 30 October 2023. The record
date of the dividend date was 23 October 2023.
The Annual General Meeting resolved that the
Board of Directors consists of six members.
Olli Liitola, Anders Holmén, Hille Korhonen and
Heiner Olbrich were re-elected to the Board of
Directors and Markus Lengauer and Catharina
von Stackelberg-Hammarén were elected as new
members of the Board of Directors. Authorized
Public Accounting firm PricewaterhouseCoopers
Oy was elected as the Auditor of the company and
Markku Katajisto, Authorized Public Accountant,
acts as the responsible auditor.
The Board of Directors was authorized 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. The authorization may be used for the
purposes of the company’s share-based incentive
systems and other matters decided by the Board
of Directors. The authorization is valid until the
closing of the next Annual General Meeting, but no
longer than until 30 June 2024.
SHARE-BASED INCENTIVE PLAN
Harvia has a share based long-term incentive plan
for the CEO, for Management Team members
and some other key employees. The plan form a
part of Harvia Plc’s remuneration program for its
executives, and the aim of the plan is to support
the implementation of the company’s strategy, to
align the interests of the executives with interests
of the shareholders to increase the value of the
company, to improve the performance of the
company, and to retain the executives.
The long-term incentive plan consists of three
performance periods of four calendar years
each 2021–2023, 2022–2024 and 2023–2025.
The Board of Directors decides separately for
each performance period the plan participants,
performance criteria, and related targets, as well
as the minimum, target, and maximum reward
potentially payable based on target attainment.
The Board of Directors of Harvia Plc decided
on 26 June 2023 to continue the Long-term
Performance Share Plan for the management team
and other key employees for the performance
period 2023–2025. In the performance
period 2023–2025, the plan has 16 participants
at most and the targets for the performance
period relate to the company’s total shareholder
return, revenue growth, CO2 emissions and
EBIT margin. The maximum number of Harvia
Plc shares to be paid based on the performance
period 2023–2025 is 61,600. This number of shares
represents the gross earning, from which the
withholding of tax and possible other applicable
contributions are deducted and the remaining net
amount is paid in shares. However, the company
has the right to pay the reward fully in cash under
certain circumstances. Potential rewards from the
performance period 2023–2025 will be paid out
during spring 2026.
BOARD OF DIRECTORS PROPOSAL
FOR DISTRIBUTION OF PROFIT
Harvia Plc’s total unrestricted equity amounts to
EUR 75,439,602 in total, of which profit for the
period accounts for EUR 15,481,367. In order to
determine the amount of dividend, the Board of
70 HARVIA 2023 OPERATING ENVIRONMENT STRATEGY INNOVATIONS SUSTAINABILITY INVESTORS GOVERNANCE FINANCIAL STATEMENTS