DECISIONS MADE BY HONKARAKENNE OYJ’S ANNUAL GENERAL MEETING
April 20 2023 - 10:00AM
DECISIONS MADE BY HONKARAKENNE OYJ’S ANNUAL GENERAL MEETING
HONKARAKENNE OYJ
Stock Exchange
Release 20 April 2023 at 18:00
DECISIONS MADE BY HONKARAKENNE OYJ’S ANNUAL GENERAL
MEETING
Honkarakenne Oyj’s Annual General Meeting held on Thursday, 20
April 2023 in Honkarakenne’s Karstula factory at Hongantie 41,
Karstula, Finland. The General Meeting adopted the financial
statements, approved the remuneration report, and granted discharge
from liability for 2022 to the members of the Board of Directors
and the President and CEO.
Payment of dividends
The Annual General Meeting decided that dividends of EUR 0.25
per share will be paid for the financial year ending on 31 December
2022. No dividend will be paid on shares held by the parent company
and the remaining retained earnings will be retained in equity.
The dividend will be paid to shareholders who, on the record
date of the dividend payment, 24 April 2023, are registered in the
company’s shareholders' register maintained by Euroclear Finland
Ltd. The payment date for the dividend is 2 May 2023.
Members of the Board of Directors and
remunerations
Five members were elected to the Board of Directors: Arto
Halonen, Timo Kohtamäki, Maria Ristola, Kari Saarelainen and Antti
Tiitola.
The Annual General Meeting decided to set the remuneration of
the members of the Board of Directors at EUR 2 000 per month, the
remuneration of the chairman of the board at EUR 3 500 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, 2024.
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, 2024.
Minutes of the meeting
The minutes of the General Meeting will be available on
Honkarakenne’s website at www.honka.com as of 4 May 2023, at the
latest.
HONKARAKENNE OYJ
Marko SaarelainenPresident and CEO
Further information:
Marko Saarelainen, President and CEO, tel. +358 40 542 0254,
marko.saarelainen@honka.com orMaarit Jylhä, CFO, tel. +358
40 594 4099, maarit.jylha@honka.com
DISTRIBUTION
Nasdaq Helsinki LtdKey mediaFinancial Supervisory
Authoritywww.honka.com
Honkarakenne Oyj manufactures high-quality, healthy and
ecological log homes, holiday homes and public buildings under its
Honka® brand from Finnish solid wood. The company has delivered
85,000 buildings to over 50 countries. House kits are manufactured
in Finland, the company's own factory is located in Karstula. In
2022, Honkarakenne Group's net sales were EUR 73.7 million, of
which exports accounted for 26%. www.honka.com
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