HONKARAKENNE OYJ STOCK EXCHANGE RELEASE 12 APRIL 2019 at 05:10 P.M.
DECISIONS MADE BY HONKARAKENNE OYJ’S ANNUAL GENERAL MEETING
Honkarakenne Oyj’s Annual General Meeting held on Friday 12 April 2019 at Honkarakenne Tuusula office, address Lahdentie 870, Tuusula, Finland, adopted the consolidated and parent company financial statements and granted discharge from liability for 2018 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 2018.
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, 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 re-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, 2020.
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, 2020.
Articles of Association
The Annual General Meeting decided to amend 5 § of the Articles of Association conditionally so that it enters into force if, by 30 August 2019, all A shareholders obtain the consent to amend 5 § of the Articles of Association. If all shareholders of the A-share do not obtain their consent latest by 30 August 2019, the decision of the General Meeting will lapse and 5 § of the Articles of Association will remain unchanged.
The conditionally amended 5 § of Articles of Association to read as follows:
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.
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 in Finland, the company’s own factory is located in Karstula, Finland. In 2018, the Honkarakenne Group had net sales of MEUR 48.9, of which exports accounted for 37%. www.honka.com