Honkarakenne Oyj - Decisions of general meeting

DECISIONS MADE BY HONKARAKENNE OYJ'S ANNUAL GENERAL MEETING

HONKARAKENNE OYJ   STOCK EXCHANGE RELEASE 26 MARCH 2010 AT 15:30                

DECISIONS MADE BY HONKARAKENNE OYJ'S ANNUAL GENERAL MEETING                     

Honkarakenne Oyj's Annual General Meeting held on Friday 26 March 2010 at the   
corporate head office in Tuusula, adopted the consolidated and parent company   
financial statements and granted discharge from liability for 2009 to the       
members of the Board of Directors and the President and CEO.                    

Dividends                                                                       

The Annual General Meeting decided that dividends will not be distributed for   
the financial year 2009.                                                        

Members of the Board of Directors and remunerations                             
Six members were elected to the Board of Directors: Mr Mauri Saarelainen, Mr    
Tomi Laamanen, Mr Mauri Niemi, Ms Pirjo Ruuska, Mr Lasse Kurkilahti and Mr Marko
Saarelainen.                                                                    

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. The shares will be transferred or purchased at the market price 
that is applicable in public trading. Furthermore, the members' travel and      
accommodation expenses shall be reimbursed against an invoice.                  

Auditors                                                                        

KPMG Oy Ab, Corporation of Authorized Public Accountants, was reappointed as    
auditor of the company with Mr Ari Eskelinen, APA, as chief auditor. The        
auditing can be remunerated in accordance with a reasonable invoice.            

Amending the articles of association                                            

The Annual General Meeting decided that articles 3 and 11 are to be amended in  
their entirety as follows:                                                      "Section 3: Shares are divided into A series and B series shares such that there
are at least 300,000 but no more than 1,200,000 A series shares and at least    
2,700,000 but no more than 10,800,000 B series shares.                          

A and B series shares differ as follows: each A series share entitles to 20     
votes in the Annual General Meeting whereas B series shares entitle to a single 
vote.                                                                           

B series shareholders shall be paid EUR 0.20 per share of the distributable     
profit, after which A series shareholders shall correspondingly receive EUR 0.20
per share. Thereafter, the profit shall be divided evenly among all             
shareholders."

”11 §: The invitation to the Annual General Meeting shall be delivered no later 
than 21 days before the meeting but at least nine days before the Annual General
Meeting's record date by publishing the invitation on the company's website or  
in the Kauppalehti newspaper or by delivering the invitation to each shareholder
by other means verifiably in writing. To be entitled to participate in the      
Annual General Meeting, a shareholder shall notify the company of his or her    
attendance no later than on the day specified in the invitation (ten days before
the meeting, at the earliest).                                                  

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 2011.             

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        
1,200,000 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 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 2011.                       

HONKARAKENNE OYJ                                                                

Esa Rautalinko                                                                  
President and CEO                                                               

The next interim report for January - March 2010 will be published on Friday 14 
May 2010.                                                                       

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

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