
The Board of Directors was authorized to decide on
the issue of new shares and special rights entitling
to shares as referred to in chapter 10, section 1 of the
Finnish Limited Liability Companies Act, in one or
more instalments, either against payment or without
payment. The aggregate number of shares issued,
including the shares received based on special rights,
must not exceed 1,869,423 shares. The company can
issue either new shares or possible treasury shares
held by the company. The authorization is valid until
the closing of the next Annual General Meeting, but
no longer than until June 30, 2022. Based on the
authorization, the company transferred 42,943 of
its own shares during the financial year.
SHARE-BASED INCENTIVE PLAN
Harvia has a share based long-term incentive plan
for the CEO and Management Team members.
The plan forms 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, toimprove 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
2019–2021, 2020–2022 and 2021–2023. 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. Similar incentive plan started in
2018 and rewards were paid in May 2021.
The Board of Directors of Harvia Plc decided on
2 July 2021 to continue the Long-term Performance
Share Plan for the management team and other key
employees for the performance period 2021–2023.
In the performance period 2021–2023, the plan
has 15 participants at most and the targets for
the performance period relate to company’s total
shareholder return, revenue growth, sustainability
targets and EBIT margin. The maximum number
of shares in Harvia Plc to be paid based on the
performance period 2021–2023 is 33,500. 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 2021–2023 will be paid out during spring 2024.
BOARD OF DIRECTORS’ PROPOSAL
FORDISTRIBUTION OF PROFIT
Harvia Plc’s total unrestricted equity amounts to
EUR 69,226,116 in total, of which profit for the period
accounts for EUR 16,607,971. In order to determine
the amount of dividend, the Board of Directors
has assessed the company’s solvency and financial
standing after the end of the period.
Harvia’s Board of Directors proposes to the Annual
General Meeting that the company distributes a
dividend of EUR 0.60 per share, EUR 11,216,541.60 in
total, for the financial period ended 31 December 2021.
The Board of Directors proposes the dividend to be
paid in two instalments, EUR 0.30 in April 2022 and
EUR 0.30 in October 2022.
THE ORGANIZATION, MANAGEMENT
ANDAUDITORS OF THE COMPANY
Harvia Plc’s members of the Board of Directors were
Olli Liitola, Ia Adlercreutz, Sanna Suvanto-Harsaae,
Ari Hiltunen (until 8 April 2021), Kalle Kekkonen (until
8 April 2021), Hille Korhonen (as of 8 April2021)
and Anders Holmén (as of 8 April 2021). Olli Liitola
acted as Chairman of the Board. Company CEO
was Tapio Pajuharju. Company auditor has been
PricewaterhouseCoopers Oy, Markku Launis, Authorised
Public Accountant as principal auditor.
Group management team was: CEO Tapio Pajuharju,
Chief Financial Ocer Ari Vesterinen, Export Director
David Ahonen, Chief Technology Ocer Timo Harvia,
Sales Director, Scandinavia Tomas Hjälmeby, Vice
President, Innovation & Marketing Päivi Juolahti, Sales
Director, Finland Anssi Pelkonen, Vice President,
Operations & Sourcing Mika Suoja, Sales Director,
Central Europe Markus Wörmanseder and CEO of the
EOS Group Rainer Kunz.
The company announced the composition of Share-
holders’ Nomination Board on 10 September 2021. The
members of the Shareholders’ Nomination Board are:
• Juho Lipsanen, Onvest Oy, Member of the Board
• Heikki Savolainen, WestStar Oy, Managing Director
• Pertti Harvia, Tiipeti Oy, Chairman of the Board
• Annika Ekman, Keskinäinen Eläkevakuutusyhtiö
Ilmarinen, Head of Direct Equity Investments
In addition, Olli Liitola, the Chairman of the Board
of Directors of Harvia, serves as an expert in the
Nomination Board without being a member
HARVIA 2021 OPERATING ENVIRONMENT STRATEGY INNOVATIONS SUSTAINABILITY INVESTORS GOVERNANCE FINANCIAL STATEMENTS 58