Honkarakenne Oyj - Notice to general meeting

NOTICE OF HONKARAKENNE OYJ'S ANNUAL GENERAL MEETING

HONKARAKENNE OYJ   STOCK EXCHANGE RELEASE 4 MARCH 2010 AT 18:30                 

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 26 March 2010 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 2009 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 dividend be paid 
for the 2009 financial year                                                     
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 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. Furthermore, the board of directors  
proposes that 50% of the monthly board fee may be used to purchase in the board 
member's name the company's B shares or alternatively it may be settled by      
transferring to the board member B shares held by the company, on the authority 
granted to the board of directors by the general meeting. In the event that     
shares are not transferred or purchased for a reason due to the company or the  
member of the board of directors, the full amount of the remuneration shall be  
paid in cash. The shares shall be transferred or purchased at the market price  
that is applicable in public trading. 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   
six 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: Mauri  
Saarelainen, Tomi Laamanen, Mauri Niemi, Pirjo Ruuska, Lasse Kurkilahti 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
Ari Eskelinen, APA, as chief auditor.                                           
15. Amending the articles of association                                        
The board of directors proposes to the general meeting that the nominal value of
the share be removed and article 3 of the articles of association be amended    
accordingly; in the same connection stipulations concerning minimum and maximum 
capital shall also be removed. As a technical amendment, resulting from the     
removal of the nominal value, paragraph 2 of article 3 would be amended by      
replacing the reference to '10% of the share's nominal value' with a reference  
to '0.20 euros'. Furthermore, the board of directors proposes that due to a     
legislative amendment, article 11 be amended to specify that the notice of      
meeting shall be delivered no later than 21 days prior to the general meeting,  
and in any case no later than nine days before the date record of the general   
meeting and that the notice can be published on the company's website or        
published in Kauppalehti or sent by writing to each shareholder in a verifiable 
way.                                                                            
16. 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 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 2011.             
17. 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 a maximum of        
1,200,000 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 authorization 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 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 2011.                       
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 at www.honka.com/investors. 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 5 March 2010. 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 9 April 2010.                                         

INSTRUCTIONS FOR PARTICIPANTS IN THE GENERAL MEETING                            

PARTICIPATION AND REGISTRATION                                                  
Each shareholder who is registered on Friday 16 March 2010 in the shareholders' 
register of the company, held 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 23 March 2010 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 23 
March 2010, 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 16 March 2010. 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   
4,648,872 B shares, which carry a total of 4,648,872 votes and 300,096 A shares,
which carry a total of 6,001,920 votes, i.e. an aggregate of 4,948,968 shares   
and 10,650,792 votes.                                                           

Tuusula, 4 March 2010                                                           

Honkarakenne Oyj                                                                
Board of directors                                                              


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