DECISIONS MADE BY HONKARAKENNE OYJ’S ANNUAL GENERAL MEETING

HONKARAKENNE OYJ   STOCK EXCHANGE RELEASE 13 APRIL 2018 at 5:30 P.M.

DECISIONS MADE BY HONKARAKENNE OYJ’S ANNUAL GENERAL MEETING

Honkarakenne Oyj’s Annual General Meeting held on Friday 13 April 2018 at Honkarakenne Karstula Mill, address Hongantie 41, 43500 Karstula, Finland, adopted the consolidated and parent company financial statements and granted discharge from liability for 2017 to the members of the Board of Directors and the President and CEO.

President and CEO Marko Saarelainen presented the financial summary which is available at the company’s website www.honka.com.

Dividends

The Annual General Meeting decided that no dividends be paid for the financial year ending on 31 December 2017.

Members of the Board of Directors and remunerations

Five members were elected to the Board of Directors: Timo Kohtamäki, Arimo Ristola, Helena Ruponen, Kari Saarelainen and Kyösti Saarimäki.

The Annual General Meeting decided to set the remuneration of the members of the Board of Directors at EUR 1,500 per month and the remuneration of the chairman of the board at EUR 2,500 per month. Should the Board of Directors appoint committees from among its number, the committee members will be paid EUR 500 for each committee meeting. Furthermore, the members’ travel and accommodation costs shall be reimbursed against an invoice.

Auditors

Ernst & Young Oy, member of the Finnish Institute of Authorised Public Accountants, was appointed as auditor of the company, with Elina Laitinen, APA, as chief auditor. The auditing can be remunerated in accordance with a reasonable invoice.

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 NASDAQ OMX Helsinki Oy 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 the next Annual General Meeting, however expiring at the latest on June 30, 2019.

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 1,500,000 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 the next Annual General Meeting, however expiring at the latest on June 30, 2019.

Articles of Association

The Annual General meeting decided to amend the company’s Articles of Association. The amended Articles of Association to read as follows:

HONKARAKENNE OYJ ARTICLES OF ASSOCIATION

1 § The trade name of the company is Honkarakenne Oyj, and its domicile is Karstula (Finland). 
2 § The company engages in the in-house or subcontracted industrial manufacture, import, export and construction of wooden buildings and other residential solutions. To carry out its operations, the company can own and control shares, holdings and properties as well as trade and rent them.
3 § The shares are divided into classes A and B.  Class A and B shares differ from each other as follows:
1. Each Class A share generates the right at the Annual General Meeting to participate in voting with twenty (20) votes, and with one vote in the case of a Class B share.
2. EUR 0.20 shall ostensibly be paid for distributed profit on Class B shares and, after this, EUR 0.20 is similarly paid on Class A shares, after which the remaining profit is distributed evenly amongst all shares.
4 § The Company's shares belong to the book-entry securities system.
5 § If a class A share is transferred to a holder other than a company shareholder on any grounds other than inheritance, testament or marital right, the Board of Directors must be notified on such a transfer in writing.
After being informed of the transfer, the Board of Directors has 30 days to redeem the class A shares for the company, at the book value of the share shown in the most recent financial statements, by using reserve funds or other funds in excess of share capital. If the company chooses not to redeem the class A shares, the Board of Directors must immediately notify the holders of class A shares thereof. The holders of class A shares have a right to redeem the shares at the price specified above, within 30 days of the said notification. If several shareholders wish to redeem the shares, the class A shares to be redeemed shall be divided between them in proportion to the number of class A shares previously held, or, if this is not feasible, be the drawing of lots. This provision must be included in the A share certificate and in the share register.
The company’s Class B shares are not subject to right of redemption but are freely transferable instead.
6 § The Board of Directors, which is comprised of three to eight (3–8) regular members, looks after the management of the company and the appropriation organisation of operations.
The term of office of a member of the Board of Directors shall expire at the end of the first Annual General Meeting following the election.
7 § The Board of Directors shall appoint a Managing Director for the company who will manage its day-to-day administration in accordance with the relevant guidelines and regulations.
8 § The company has one (1) auditor, which should be an audit firm approved by and subject to the auditing supervision of the Finnish Patent and Registration Office.
The term of office of the auditor shall first expire at the end of the first Annual General Meeting.
9 § The company is represented by its Managing Director as well as its Board of Directors, two together.
The Board of Directors decides on the company’s representative rights and procuration. The company’s right of representation and procuration can be issued only in such wise that those with the right to represent the company and procurators represent the firm two together or one together with a member of the Board of Directors.
10 § The company's financial year shall be the calendar year.
11 § The invitation to the Annual General Meeting must be delivered no later than 21 days prior to the Meeting but nevertheless at least nine days before the reconciliation date of the Meeting, by announcing the invitation on the company’s website, or by publishing an invitation in the Kauppalehti newspaper or by otherwise sending, in a demonstrable manner, the meeting invitation to each shareholder in writing. To be entitled to participate in the Annual General Meeting, a shareholder must register for the Meeting no later than on the date indicated in the invitation, which must not be earlier than ten (10) days prior to the meeting.
12 § The regular Annual General Meeting must be convened in April no later than the date specified by the Board of Directors. The Annual General Meeting can be convened either in the domicile of the company, Helsinki, Järvenpää or Tuusula.
The following shall be presented in the regular Annual General Meeting:
1. the financial statements, including the consolidated financial statements,
2. director’s report and
3. auditors' report;
the following shall be resolved:
4. ratification of the financial statements and consolidated financial statements,
5. application of the profit indicated by the balance sheet,
6. discharge of the members of the Board of Directors and the Managing Director from liability,
7. the number of members of the Board of Directors, and
8. remuneration of the members of the Board of Directors and the basis for travel allowance;
the following shall be selected:
9. the members of the Board of Directors and
10. auditor;
and the following shall be discussed:
11. any other matters mentioned in the invitation to the Meeting.

HONKARAKENNE OYJ

Marko Saarelainen
President and CEO

Further information:
President and CEO Marko Saarelainen, tel +358 40 542 0254, marko.saarelainen@honka.com or

Vice President -  Finance, CFO Leena Aalto, tel +358 40 769 4590, leena.aalto@honka.com

DISTRIBUTION
NASDAQ OMX Helsinki Oy
Key media
Financial Supervisory Authority
www.honka.com

Under its Honka® brand, Honkarakenne manufactures high-quality, healthy and ecological detached houses, holiday homes and public buildings using Finnish solid wood. The company has delivered 85,000 buildings to more than 50 countries. House packages are made at the company’s own factory in Karstula, Finland. In 2017, the Honkarakenne Group had net sales of MEUR 43.4, of which exports accounted for 41%. www.honka.com.