HONKARAKENNE OYJ STOCK EXCHANGE RELEASE 26 MARCH 2010 AT 15:30
DECISIONS MADE BY HONKARAKENNE OYJ'S ANNUAL GENERAL MEETING
Honkarakenne Oyj's Annual General Meeting held on Friday 26 March 2010 at the
corporate head office in Tuusula, adopted the consolidated and parent company
financial statements and granted discharge from liability for 2009 to the
members of the Board of Directors and the President and CEO.
Dividends
The Annual General Meeting decided that dividends will not be distributed for
the financial year 2009.
Members of the Board of Directors and remunerations
Six members were elected to the Board of Directors: Mr Mauri Saarelainen, Mr
Tomi Laamanen, Mr Mauri Niemi, Ms Pirjo Ruuska, Mr Lasse Kurkilahti and Mr Marko
Saarelainen.
The Annual General Meeting decided to set the remuneration of the members of the
Board of Directors at EUR 1,200 per month and the remuneration of the chairman
of the board at EUR 5,000. Should the Board of Directors appoint committees from
among its number, the committee members will be paid EUR 500 for each committee
meeting. Furthermore, 50% of the monthly board fee may be used to purchase the
company's B series shares in the board members' name. Alternatively, this
portion of the fee may be settled by transferring to board members B shares held
by the company. The shares will be transferred or purchased at the market price
that is applicable in public trading. Furthermore, the members' travel and
accommodation expenses shall be reimbursed against an invoice.
Auditors
KPMG Oy Ab, Corporation of Authorized Public Accountants, was reappointed as
auditor of the company with Mr Ari Eskelinen, APA, as chief auditor. The
auditing can be remunerated in accordance with a reasonable invoice.
Amending the articles of association
The Annual General Meeting decided that articles 3 and 11 are to be amended in
their entirety as follows:
"Section 3: Shares are divided into A series and B series shares such that there
are at least 300,000 but no more than 1,200,000 A series shares and at least
2,700,000 but no more than 10,800,000 B series shares.
A and B series shares differ as follows: each A series share entitles to 20
votes in the Annual General Meeting whereas B series shares entitle to a single
vote.
B series shareholders shall be paid EUR 0.20 per share of the distributable
profit, after which A series shareholders shall correspondingly receive EUR 0.20
per share. Thereafter, the profit shall be divided evenly among all
shareholders."
”11 §: The invitation to the Annual General Meeting shall be delivered no later
than 21 days before the meeting but at least nine days before the Annual General
Meeting's record date by publishing the invitation on the company's website or
in the Kauppalehti newspaper or by delivering the invitation to each shareholder
by other means verifiably in writing. To be entitled to participate in the
Annual General Meeting, a shareholder shall notify the company of his or her
attendance no later than on the day specified in the invitation (ten days before
the meeting, at the earliest).
Authorising the board of directors to decide on the repurchase of the company's
own shares
The Annual General Meeting authorised the Board of Directors to decide on the
purchase of no more than 400,000 of the company's own B shares using funds from
the company's unrestricted shareholders' equity. The Board of Directors shall
decide on the procedure of the share purchase. The company's own shares may be
acquired in a proportion disapplying the pre-emptive rights of the existing
shareholders. The authorisation also covers the acquisition of shares in the
public trading of NASDAQ OMX Helsinki Oy in accordance with the rules and
regulations of OMX Helsinki and Euroclear Finland Oy or by means of a repurchase
offer made to the shareholders. Shares may be acquired for the purpose of
developing the capital structure of the company, for the financing or
implementation of acquisitions or other similar arrangements, for the
implementation of the company's share-based incentive schemes or for other
transfers or maculation. The share acquisition shall be based on the share's
market price in public trading, with the minimum price of the share concerned
corresponding to the lowest market price quoted for the share in public trading
and the maximum price correspondingly being the highest market price quoted in
public trading, while the authorisation remains valid. The authorisation also
covers the option of taking as pledge the company's own B shares. The Board of
Directors shall decide on all other issues pertaining to the acquisition of its
own shares. The authorisation remains in force until 25 March 2011.
Authorising the board of directors to decide on the issue of shares as well as
the issue of options and other special rights entitling to shares
The Annual General Meeting authorised the Board of Directors to decide on rights
issue or bonus issue and on the granting of special rights entitling to shares
in one or more instalments on the following terms and conditions in Chapter 10,
section 1 of the Companies Act:
- Under the authorisation, the Board of Directors may issue a maximum of
1,200,000 new shares and/or transfer old B shares held by the company inclusive
of any shares that may be issued.
- The issue may also be made to the company itself, within the legal framework.
- The authorisation entitles the company to depart, within legal provisions,
from the shareholders' priority right to subscribe for new shares (directed
issue).
- The authorisation may be used to execute acquisitions or put in place other
arrangements within the scope of the company's business or to finance
investment, improve the company's capital structure, assist in implementing the
company's incentive scheme or for other purposes designated by the Board of
Directors.
- The authorisation includes the right to decide on the manner in which the
subscription price is recognised in the company's balance sheet. Apart from
cash, other property (property given as subscription in kind) may be used to pay
the subscription price, either in full or in part. Furthermore, claims held by
the subscriber may be used to set off the subscription price. The Board of
Directors is entitled to decide on any other matters arising from the share
issue or relating to the special rights giving entitlement to shares.
- The authorisation remains in force until 25 March 2011.
HONKARAKENNE OYJ
Esa Rautalinko
President and CEO
The next interim report for January - March 2010 will be published on Friday 14
May 2010.
Further information:
President and CEO, Esa Rautalinko, tel. +358 (0)400 740 997
esa.rautalinko@honka.com.
DISTRIBUTION
NASDAQ OMX Helsinki
Key media
www.honka.com