DECISIONS MADE BY HONKARAKENNE OYJ’S ANNUAL GENERAL MEETING
Honkarakenne Oyj’s Annual General Meeting held on Wednesday 13 April 2022 at Honkarakenne Tuusula office, address Lahdentie 870, Tuusula, Finland. The General Meeting adopted the financial statements, approved the remuneration report, and granted discharge from liability for 2021 to the members of the Board of Directors and the President and CEO.
Dividends and repayment of capital
The Annual General Meeting decided that no dividends be paid for the financial year ending on 31 December 2021. The Annual General Meeting decided that a repayment of capital of EUR 0.25 per share be distributed from the invested unrestricted equity fund. The repayment of capital will be paid to shareholders who, on the record date of the repayment of capital, 19 April 2022, are registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd. The payment date for the repayment of capital is 26 April 2022.
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 Kyösti Saarimäki.
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.
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.
Establishment of the Shareholders’ Nomination Committee
The Annual General Meeting decided that the Shareholders’ Nomination Committee be established and that the rules of procedure for the Shareholders’ nomination committee in accordance with Appendix 2 to the notice of the meeting be approved.
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, 2023.
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, 2023.
Minutes of the meeting
The minutes of the General Meeting will be available on Honkarakenne’s website at www.honka.com as of 27 April 2022, at the latest.
President and CEO
Marko Saarelainen, President and CEO, tel. +358 40 542 0254, firstname.lastname@example.org or
Maarit Jylhä, CFO, tel. +358 40 594 4099, email@example.com
Source: GLOBE NEWSWIRE