HONKARAKENNE OYJ Stock Exchange Release 22 March 2018 at 9:00 a.m.
PROPOSAL TO THE HONKARAKENNE GENERAL MEETING TO AMEND THE ARTICLES OF ASSOCIATION
The board of directors proposes to the general meeting that the Articles of Association would be amended 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 other yields than those based on inheritance, advancement, testament or marital right from Class A shares transfer to any other recipient(s) than to the Class A shareholder, the transfer must be reported in writing to the Board of Directors. In this case, the company and secondarily the Class A shareholders shall have the right to redeem shares in accordance with the following conditions:
- Primary right of redemption is held by the company. Class A shareholders have the right of redemption only in the event that the company does not wish to use its own right of redemption. If more Class A shareholders wish to use their right of redemption, the Board of Directors shall distribute the shares amongst those wishing redemption relative to the shares they own. If shares are not thereby evenly distributed, the remaining shares shall be distributed amongst those wishing redemption by drawing lots.
- The redemption value is the book value of the share. If the company uses its right of redemption, the company’s most recently ratified distributable assets as indicated by the financial statements can be applied for redemption.
- If the company does not use its right of redemption, the Board of Directors should issue this information regarding share transfer to the Class A shareholders within one month of the transfer notice. Information should be provided in writing or by e-mail to the address(es) reported to the company. The details should include the redemption value and final date by which the redemption request must be made.
- The redemption request must be presented to the company or, if the company uses its own right of redemption, within two months from the date that share transfer has been reported to the Board of Directors.
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
Board of Directors
FURTHER INFORMATION:
Marko Saarelainen, President and CEO, tel. +358 40 542 0254, marko.saarelainen@honka.com or
Leena Aalto, Vice President - Finance, CFO, tel. +358 40 769 4590, leena.aalto@honka.com
DISTRIBUTION
NASDAQ OMX Helsinki
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