Honkarakenne Oyj - Decisions of general meeting

DECISIONS MADE BY HONKARAKENNE OYJ’S ANNUAL GENERAL MEETING

HONKARAKENNE OYJ   STOCK EXCHANGE RELEASE 30 MARCH 2012 AT 16:00

DECISIONS MADE BY HONKARAKENNE OYJ'S ANNUAL GENERAL MEETING

Honkarakenne Oyj's Annual General Meeting held on Friday 30 March 2012 in the
company headquarters at Tuusula adopted the consolidated and parent company
financial statements and granted discharge from liability for 2011 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 2011. The Annual General Meeting decided 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 matching day, 4 April 2012. The repayment of capital will be paid out on
13 April 2012. 

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, 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 2013. 

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 2013.

Reducing the reserve fund

The Annual General Meeeting decided 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. 

HONKARAKENNE OYJ

Mikko Jaskari

Acting President and CEO



The next interim report for January - March 2012 will be published on Thursday
10 May 2012. 



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