STOCK EXCHANGE RELEASE
15 April 2026 at 2:00 P.M. EEST
Resolutions of Harvia Plc's Annual General Meeting on 15 April 2026
Harvia Plc's Annual General Meeting, held today on 15 April 2026, approved the financial statements and discharged the members of the Board of Directors and the company's CEO from liability for the financial year 2025. The Annual General Meeting approved in an advisory decision the remuneration report for the governing bodies.
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 0.77 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 0.39 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 17 April 2026. The dividend will be paid on 24 April 2026.
The second instalment, EUR 0.38 per share, shall be paid in October 2026. 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 15 October 2026. The record date of the dividend would then be 19 October 2026 and the dividend payment date 26 October 2026.
The Board of Directors, the auditor and the sustainability reporting assurer
The Annual General Meeting resolved that the Board of Directors consists of seven members. Catharina Stackelberg-Hammarén, Petri Castrén, Anders Holmén, Hille Korhonen, Markus Lengauer and Olli Liitola were re-elected to the Board of Directors and Martin Richter was elected as a new member.
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 5,500, Deputy Chair of the Board is paid EUR 4,000 and members of the Board of Directors are each paid EUR 3,500. Additionally, the remuneration of the Board committee members is paid as meeting fees as follows: EUR 1,400 per meeting for the chair of the committee and EUR 900 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% 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 had recommended that a member of the Board of Directors does not transfer the shares received as remuneration for Board membership in 2026 until two years have passed since the date of the receipt of the shares.
The remuneration for the Board committee work will be paid fully in cash.
The members of the Board of Directors who live outside Finland will be paid a separate meeting fee of 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 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.
The travel expenses of the members of the Board of Directors are compensated in accordance with the company's travel policy.
Authorised Public Accounting firm Deloitte Oy was elected as the auditor of the company and Authorised Public Accountant Johan Groop will act as the Responsible Auditor. The remuneration for the auditor is paid in accordance with a reasonable invoice approved by the company.
Deloitte Oy was conditionally elected as the company's authorised sustainability auditor for a term that lasts until the end of the company's next Annual General Meeting and Johan Groop, ASA, APA will act as the responsible authorised sustainability auditor. The remuneration for the authorised sustainability auditor is paid in accordance with a reasonable invoice approved by the company. This election shall only become effective if the company is, pursuant to the legislation in force at the end of the financial year 2026, obligated to prepare a sustainability report for the financial year 2026 and to obtain assurance thereof.
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 that can be repurchased corresponds to approximately 5% of all the shares in the company on the date of the notice to 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 will be repurchased otherwise than in proportion to the shareholdings of the shareholders in public trading arranged by Nasdaq Helsinki Ltd 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 or for other purposes decided by the Board of Directors. The Board of Directors is authorised to decide on other matters related to the repurchasing of own 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 8 April 2025. The authorisation is valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2027.
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 parts 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 maximum number of shares to be issued corresponds to approximately 10% of all the shares in the company as at the date of the notice to the Annual General Meeting. The Board of 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 2027. The authorisation replaces and revokes all previous unused authorisations of the Board of Directors to resolve on the issuance of shares, 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 from 29 April 2026 onwards.
HARVIA PLC
For further information
CEO Matias Järnefelt, tel. +358 40 5056 080
CFO Ari Vesterinen, tel. +358 40 5050 440
Distribution:
Nasdaq Helsinki Ltd
Main media
www.harviagroup.com
Harvia is one of the leading companies operating in the sauna 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 market of both private and professional customers.
Harvia's revenue totaled EUR 198.9 million in 2025. Harvia Group employs over 700 professionals in Finland, United States, Germany, Romania, China and Hong Kong, Austria, Italy and Sweden. The company is headquartered in Muurame, Finland, adjacent to its largest sauna and sauna component manufacturing facility.
Read more: https://harviagroup.com
