Honkarakenne Oyj - Notice to general meeting

NOTICE OF HONKARAKENNE OYJ’S ANNUAL GENERAL MEETING

HONKARAKENNE OYJ   STOCK EXCHANGE RELEASE 9 MARCH 2012 AT 15:00

NOTICE OF HONKARAKENNE OYJ'S ANNUAL GENERAL MEETING

Notice is given to the shareholders of Honkarakenne Oyj of the Annual General
Meeting to be held on Friday 30 March 2012 at 14:00 in the company headquarters
at Lahdentie 870, Tuusula, Finland. The reception of persons who have
registered for the meeting and the distribution of voting tickets will commence
at 13:30. 

MATTERS ON THE AGENDA OF THE GENERAL MEETING

The following matters will be considered at the general meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Electing persons to scrutinise the minutes and to supervise the counting of
votes 

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adopting the list of votes

6. Presenting the 2011 annual accounts, the report of the board of directors
and the auditor's report 

- Presenting the CEO's review

7. Adopting the annual accounts

8. Resolution on the use of the profit/loss shown on the balance sheet and
payment of dividend. 

The Board of directors proposes to the general meeting that no dividends be
paid for the financial year ending on 31 December 2011, and that the remaining
profit be transferred into the unrestricted equity. 

The Board of directors proposes that a repayment of capital totalling EUR 0.08
per share be paid from the Fund for invested unrestricted equity. 

Repayment of capital will be paid to shareholders included in the company
shareholder register maintained by Euroclear Finland Oy on the dividend
matching day, 4 April 2012. The dividend will be paid out on 13 April 2012. 

 9. Resolution on the discharge of the members of the board of directors and
CEO from liability 

10. Resolution on the remuneration of the members of the board of directors

The board of directors proposes to the general meeting that the remuneration of
the members of the board of directors be set at 1,200 euros per month and the
remuneration of the chairman of the board at 5,000 euros per month. Should the
board of directors appoint committees from among its number, it is proposed
that, in addition to the aforementioned monthly remuneration, any committee
members be paid 500 euros for each committee meeting. It is further proposed
that the members' travel and accommodation costs be reimbursed against an
invoice. 

11. Resolution on the number of members of the board of directors

Shareholders who hold more than 50% of the votes generated by the company's
shares have indicated that they intend to propose to the general meeting that
seven members be elected to the board of directors. 

12. Election of members of the board of directors

Shareholders who hold more than 50% of the votes generated by the company's
shares have indicated that they intend to propose to the general meeting that
the current members of the board of directors be elected to continue in office
for the period ending at the closure of the next annual general meeting: Lasse
Kurkilahti, Mauri Saarelainen, Anders Adlercreutz, Mauri Niemi, Pirjo Ruuska,
Teijo Pankko and Marko Saarelainen. 

13. Resolution on the remuneration of the auditor

The board of directors proposes to the general meeting that the auditor be
remunerated in accordance with a reasonable invoice presented. 

14. Election of auditor

The board of directors proposes that KPMG Oy Ab, member of the Finnish
Institute of Authorised Public Accountants, be reappointed as auditor of the
company, with Reino Tikkanen, APA, as chief auditor. 

15. Authorising the board of directors to decide on the repurchase of the
company's own shares 

The board of directors proposes that the general meeting authorise 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 public trading in NASDAQ OMX Helsinki Oy in
accordance with the rules and regulations of NASDAQ 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 cancellation. 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 accepting 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 2013. 

16. 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 board of directors proposes that the general meeting authorise 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 new shares and/or
transfer a maximum of 400,000 old B shares held by the company inclusive of any
shares that may be issued under special rights. 

- 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' pre-emptive right to subscribe for new shares (directed
issue). 

- The authorization may be used to conduct acquisitions or 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 authorization 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 2013.

17. Proposal by the Board of Directors for reducing the reserve fund

The Board of Directors proposes that the Annual General Meeting resolve to
reduce the reserve fund recognised on the balance sheet on 31 December 2011 by
a sum of EUR 5,316,389.64 by transferring all of the reserve fund's assets to
the invested unrestricted equity fund. The transfer of the reserve fund's
assets to the invested unrestricted equity fund will enhance the flexibility of
the company's capital structure and increase distributable equity. 

18. Closing the meeting



DOCUMENTS OF THE GENERAL MEETING

The above proposals by the board of directors relating to the agenda of the
general meeting as well as this notice are available on Honkarakenne Oyj's
website. Honkarakenne Oyj's accounts and the report of the board of directors
and the auditor's report will be available on the aforementioned website on 9
March 2012. The proposals of the board of directors and the annual account
documents will also be available at the general meeting. Copies of these
documents and of this notice will be sent to the shareholders upon request. The
minutes of the general meeting will be available on the company's website as
from 13 April 2012. 



INSTRUCTIONS FOR PARTICIPANTS IN THE GENERAL MEETING

PARTICIPATION AND REGISTRATION

Each shareholder who is registered on Tuesday 20 March 2012 in the shareholder
register of the company maintained by Euroclear Finland Oy has the right to
participate in the general meeting. A shareholder whose shares are registered
in his/her personal Finnish book-entry account is automatically registered in
the company's shareholder register. 

A shareholder who wants to participate in the general meeting shall register
for the meeting by giving prior notice to the company no later than 27 March
2012 at 16:00. Such notice can be given: 

  -- by telephone on +358 (0)20 575 700(switchboard), 
  -- by fax on +358 (0)20 575 7701,
  -- by e-mail to info@honka.com or 
  -- by writing to Honkarakenne Oyj, PO Box 31,
 04401 Järvenpää, Finland
. 

In connection with registration, a shareholder shall notify his/her name as
well as the name of any assistant or proxy. The letter or message of
registration shall arrive before the end of the registration period. 

Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information concerning
the matters on the agenda. 

USE OF PROXY AND POWERS OF ATTORNEY

A shareholder may participate in the general meeting and exercise his/her
rights at the meeting by way of proxy representation. 

A proxy shall present a dated power of attorney or otherwise in a reliable
manner demonstrate his/her right to represent the shareholder at the general
meeting. When a shareholder participates in the general meeting through several
proxies, who represent the shareholder with shares in different book-entry
accounts, the shares by which each proxy represents the shareholder shall be
identified in connection with the registration for the general meeting. 

Any powers of attorney shall be delivered in original to the address given
above before the closing of registration. 

HOLDERS OF NOMINEE REGISTERED SHARES

Holders of nominee registered shares are advised to request without delay from
their asset managers the necessary instructions concerning registering in the
company's shareholder register as well as the issue of powers of attorney and
registering for the general meeting. 

The asset manager's account management organisation shall request the holder of
nominee registered shares, who wants to participate in the general meeting, to
be entered in the temporary shareholders' register no later than at 10:00 on 27
March 2012, provided that the same shares entitled the shareholder to be
registered in the company's register of shareholders on the date record of the
general meeting, i.e. on 20 March 2012. A notice concerning the temporary entry
of a nominee registered shareholder in the company's shareholder register is
deemed to constitute registration of the shareholder in the annual general
meeting. For further information, please visit the company's website at
www.honka.com. 



OTHER INFORMATION

On the date of this notice, the total number of shares in Honkarakenne Oyj is
4,868,872 B shares, which carry a total of 4,868,872 votes and 300,096 A
shares, which carry a total of 6,001,920 votes, i.e. an aggregate of 5,168,968
shares and 10,870,792 votes. 



Tuusula, 9 March 2012



Honkarakenne Oyj

Board of directors



Further information:

Acting President and CEO, Mikko Jaskari, tel. +358 (0)400 535 337

mikko.jaskari@honka.com.



DISTRIBUTION

NASDAQ OMX Helsinki Oy

Key media

Financial Supervisory Authority

www.honka.com