DECISIONS MADE BY HONKARAKENNE OYJ'S ANNUAL GENERAL MEETING
HONKARAKENNE OYJ Stock Exchange Release 18 April 2024 at 17:30
DECISIONS MADE BY HONKARAKENNE OYJ’S ANNUAL GENERAL MEETING
Honkarakenne Oyj’s Annual General Meeting was held on Thursday, 18 April 2023 in Honkarakenne’s Tuusula office at Lahdentie 870, Tuusula, Finland. The General Meeting adopted the financial statements, approved the remuneration report, and granted discharge from liability for 2023 to the members of the Board of Directors and the President and CEO.
Payment of dividends
The Annual General Meeting decided that no dividend be paid for the financial year ended 31 December 2023. The Board of Directors decided that repayment of capital of EUR 0.09 per share to be distributed from the invested unrestricted equity fund as distribution of funds to shareholders.
The repayment of capital will be paid to shareholders who, on the record date of the dividend payment, 22 April 2024, are registered in the company’s shareholders' register maintained by Euroclear Finland Ltd. The payment date for the dividend is 29 April 2024.
Consideration of the Remuneration Report
The Annual General Meeting adopted the remuneration report for the company’s governing bodies as an advisory resolution.
Handling of the remuneration policy for governing bodies
The Annual General Meeting adopted the remuneration policy for the company’s governing bodies as an advisory resolution.
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 Osmo Valovirta, 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, 2025.
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, 2025.
Minutes of the meeting
The minutes of the General Meeting will be available on Honkarakenne’s website at www.honka.com as of 2 May 2024, at the latest.
HONKARAKENNE OYJ
Marko Saarelainen
President and CEO
Further information:
Marko Saarelainen, President and CEO, tel. +358 40 542 0254, marko.saarelainen@honka.com or
Maarit Jylhä, CFO, tel. +358 40 594 4099, maarit.jylha@honka.com
DISTRIBUTION
Nasdaq Helsinki Ltd
Key media
Financial Supervisory Authority
www.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 90,000 buildings to over 50 countries. House kits are manufactured in Finland, the company's own factory is located in Karstula. In 2023, Honkarakenne Group's net sales were EUR 46.3 million, of which exports accounted for 31%. www.honka.com
