Honkarakenne Oyj - Decisions of general meeting

DECISIONS MADE BY HONKARAKENNE OYJ'S ANNUAL GENERAL MEETING

Helsinki, Finland, 2011-04-01 15:08 CEST (GLOBE NEWSWIRE) -- 

HONKARAKENNE OYJ   STOCK EXCHANGE RELEASE 1 APRIL 2011 AT 16:00

DECISIONS MADE BY HONKARAKENNE OYJ'S ANNUAL GENERAL MEETING

Honkarakenne Oyj's Annual General Meeting held on Friday 1 April 2011 in the
company headquarters at Tuusula adopted the consolidated and parent company
financial statements and granted discharge from liability for 2010 to the
members of the Board of Directors and the President and CEO. 

Dividends

The Annual General Meeting decided that dividend of EUR 0.10 will be paid on B
shares and that no dividend will be paid on A shares for the financial year
2010. Dividend will be paid to shareholders included in the company shareholder
register maintained by Euroclear Finland Oy on the dividend matching day, 6
April 2011. The dividend will be paid out on 15 April 2011. 

Members of the Board of Directors and remunerations

Seven members were elected to the Board of Directors: Mr Anders Adlercreutz, Mr
Lasse Kurkilahti, Mr Mauri Saarelanen, Mr Marko Saarelainen, Mr Mauri Niemi, Mr
Teijo Pankko and Ms Pirjo Ruuska. 

The Annual General Meeting decided to set the remuneration of the members of
the Board of Directors at EUR 1,200 per month and the remuneration of the
chairman of the board at EUR 5,000. Should the Board of Directors appoint
committees from among its number, the committee members will be paid EUR 500
for each committee meeting. Furthermore, 50% of the monthly board fee may be
used to purchase the company's B series shares in the board members' name.
Alternatively, this portion of the fee may be settled by transferring to board
members B shares held by the company. Quarterly after interim report is
published the shares will be transferred or purchased at the market price that
is applicable in public trading. Furthermore, the members' travel and
accommodation costs shall be reimbursed against an invoice. 

Auditors

KPMG Oy Ab, Corporation of Authorized Public Accountants, was reappointed as
auditor of the company with Mr Reino Tikkanen, 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 OMX Helsinki 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 25 March 2012. 

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
400,000 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 25 March 2012.



HONKARAKENNE OYJ



Esa Rautalinko

President and CEO



The next interim report for January - March 2011 will be published on Thursday
12 May 2011. 



Further information: President and CEO, Esa Rautalinko, tel. +358 (0)400 740
997  esa.rautalinko@honka.com. 



DISTRIBUTION

NASDAQ OMX Helsinki Oy

Key media

Financial Supervisory Authority

www.honka.com

Attachments:

Decisions made by Honkarakenne Oyjs Annual General Meeting 01042011EN.pdf