Proposals of Harvia Plc’s Shareholders’ Nomination Board to the Annual General Meeting 2026

Harvia Plc, Stock Exchange Release, 30 January 2026 at 1.30 PM EET

The Shareholders’ Nomination Board of Harvia Plc proposes the following to the Annual General Meeting planned to be held on 15 April 2026:

Number of members of the Board of Directors

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

Proposal for members of the Board of Directors

The Nomination Board proposes that the current members Catharina Stackelberg-Hammarén, Petri Castrén, 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.

As stated in Harvia Plc’s stock exchange release on 17 November 2025, Heiner Olbrich has announced that he is not available for re-election for the next term of the Board of Directors. Harvia’s Nomination Board thanks Heiner Olbrich for his contribution to Harvia Plc Board.

In addition, the Nomination Board proposes that Martin Richter be elected as a new member of the Board of Directors.

Martin Richter, b. 1976, currently serves as Country Manager and CEO at Peloton Interactive. He has acted in various positions at Spotify, including as Marketing Director, Europe in 2016–2019 and as Head of Consumer Marketing in 2014–2016. Richter served as Head of Offline Marketing at Zalando in 2012–2014, as Digital Manager at Henkel in 2011–2012, as Media and Interactive Marketing Manager at The Coca-Cola Company in 2007–2011, and as Account Manager at Argonauten G2 in 2005–2007. He has served as Advisory Board Member of Five14 in 2019–2024.

Richter is a German citizen and holds a Master’s degree in Economics and Social Sciences as well as a Master of Business Administration from the University of Lüneburg.

The Nomination Board has assessed that Richter strengthens the Board’s expertise in digital consumer businesses, subscription driven models, and omnichannel go-to-market strategy. He has over 20 years of international experience in consumer businesses.

The Nomination Board proposes that, should any candidate proposed by the Shareholders’ Nomination Board be prevented from serving, the proposed Board members who are not prevented from serving shall be elected as members of the Board of Directors and the proposed number of Board members shall be decreased accordingly.

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/general-meeting/annual-general-meeting-2026/.

The Nomination Board recommends that the Board of Directors would elect Catharina Stackelberg-Hammarén as its Chair and Markus Lengauer 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's proposal for the composition of the Board deviates from the recommendation concerning equal representation of women and men in accordance with the Corporate Governance Code, in that two of the members of the proposed seven-member Board are women. According to the aforementioned recommendation, for a seven-member Board of Directors, the minimum representation of the less represented gender is three members.

The Nomination Board has identified the areas of expertise required of member candidates by the company's business operations and Board work and has made its proposal for the composition taking into account the company's current and future business development. After thorough consideration, the Nomination Board has concluded that the member candidates and the proposed Board as a whole are best able to meet the requirements set by the company's business operations and strategic objectives. The recruitment process has been based on areas of expertise confirmed in advance by the Nomination Board, a candidate search conducted by an external expert, and interviews with several female and male member candidates. The identification of areas of expertise and member candidates is carried out annually, and the Nomination Board aims to take into account the balancing of gender distribution in the coming years, while also considering the specific areas of expertise required of candidates.

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.

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 5,500 (in 2025: EUR 5,000), Deputy Chair of the Board EUR 4,000 (in 2025: EUR 3,500) and other members of Board of Directors each are paid a monthly remuneration of EUR 3,500 (in 2025: 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 1,400 (in 2025: EUR 1,000) per meeting for the chair of the committee and EUR 900 (in 2025: EUR 600) per meeting for the other members.

The proposed increase in remuneration is based on analysis made for the Nomination Board of the total annual remuneration Board members at comparable Finnish publicly listed companies. Harvia’s aim is to pay competitive remuneration to experienced Board Members proposed by the Nomination Board.

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 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.

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 a separate meeting fee of 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 Josefin Degerholm, CEO of Nordea Funds Ltd. Other members are Janne Kujala, Head of Nordic Equities in Evli Fund Management Company Ltd, Juho Lipsanen, Member of the Board of Onvest Oy and Timo Harvia, shareholder of Tiipeti Oy. In addition, Heiner Olbrich, Chair of the Board of Directors of Harvia, served as an expert in the Nomination Board without being a member until 17 November 2025 and after that Catharina Stackelberg-Hammarén, Chair of the Board of Directors of Harvia, has served as an expert 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 2026 Annual General Meeting which will be announced later.

Further information:

Josefin Degerholm, Chair of the Shareholders’ Nomination Board of Harvia Plc, Tel. +358 40 735 3560

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 totalled EUR 175.2 million in 2024. Harvia Group employs approximately 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