Honkarakenne Oyj - Company Announcement

HONKARAKENNE OYJ'S EXECUTIVES INVEST IN HONKARAKENNE'S SHARES AS PART OF THE EXECUTIVES INCENTIVE PLAN

HONKARAKENNE OYJ STOCK EXCHANGE RELEASE	31 May 2010 at 1.30pm           

HONKARAKENNE OYJ'S EXECUTIVES INVEST IN HONKARAKENNE'S SHARES AS PART OF THE    
EXECUTIVES INCENTIVE PLAN                                                       

The Board of Directors of Honkarakenne Oyj has today decided on a new incentive 
plan directed to the members of the Honkarakenne Executive Group. The purpose of
the plan is to commit the members of the Executive Group to Honkarakenne Oyj    
(“Honkarakenne”) by encouraging them to acquire and hold Honkarakenne's shares  
and this way increase Honkarakenne's shareholder value in the long run, and to  
support attainment of the strategic targets of Honkarakenne. Through this       
incentive plan, the members of the Executive Group personally invest a          
considerable amount of their own funds in Honkarakenne's series B shares. The   
executives finance their investments partly themselves and partly by a loan     
provided by Honkarakenne. The actual owner risk will be carried out personally  
by the executives for the part of their personal investment in the plan.        

For the purpose of the share ownership, the members of the Executive Group have 
established a limited company named Honka Management Oy (“Honka Management”),   
whose entire share capital they own. The intention of Honka Management is to    
acquire Honkarakenne's series B shares partly from the market or from the       
members of the Executive Group at market price, and partly from Honkarakenne.   
The number of shares to be acquired is an approximate total of 272,000 series B 
shares. The share acquisitions will be financed by capital investments in Honka 
Management by the members of the Executive Group, in the total amount of        
approximately EUR 200,000, as well as by a loan provided by Honkarakenne, in the
maximum amount of EUR 800,000. It is possible that new members of the Executive 
Group to be recruited will be included in the Plan, on the corresponding terms  
and conditions. Then the maximum number of shares is approximately 350,000      
Honkarakenne Oyj series B shares. Some of the members of the Executive Group    
will finance their capital investments in Honka Management by transferring a    
proportion of Honkarakenne's shares they hold to Honka Management or by selling 
them to the market. After the plan has been implemented in full, the members of 
the Executive Group will hold approximately 5.3% of all of the Honkarakenne's   
shares and 2.5% of all of the votes of the shares through Honka Management.     

On the basis of authorization granted by the Annual General Meeting of          
Shareholders of Honkarakenne on 26 March 2010, the Board of Directors of        
Honkarakenne decided on a share issue against payment directed to Honka         
Management. In the share issue, a maximum of 220,000 new series B shares in     
Honkarakenne will be issued for subscription by Honka Management, in derogation 
from the shareholders' pre-emptive subscription rights. There is a weighty      
financial reason for the derogation from the shareholders' pre-emptive          
subscription rights as the shares to be issued in the share issue will be used  
for the implementation of the incentive and commitment plan of the members of   
the Honkarakenne Executive Group. The proportion of new series B shares to be   
issued in the share issue is 4.3% of all of the Honkarakenne's shares and 2.0%  
of all of the votes of the shares after the share subscription.                 

The subscription price of the series B share is the trade volume weighted       
average quotation of Honkarakenne´s share on the NASDAQ OMX Helsinki Ltd. during
17 May - 28 May 2010, i.e. EUR xx.xx. The subscription price is based on the    
prevailing market price of Honkarakenne's series B share. The share subscription
period is 31 May 2010. The subscribed shares have to be paid by 4 June 2010, at 
the latest. The subscription price will be credited to the reserve for invested 
unrestricted equity of Honkarakenne.                                            

Honka Management has subscribed all of the offered shares. The shares will be   
registered on the book-entry account of the subscriber and the new shares will  
be applied for public trading on NASDAQ OMX Helsinki Ltd after the shares have  
been entered into the Trade Register, around week 26. Right to dividend and     
other shareholder rights will commence after the new shares have been entered   
into the Trade Register.                                                        

After the Trade Register entry of the new shares, the number of the             
Honkarakenne's shares will be 5.168.968 shares.                                 

As part of the plan, the Board of Directors of Honkarakenne has today decided to
grant to Honka Management an interest-bearing loan in the maximum amount of EUR 
800,000 to finance the acquisition of Honkarakenne's series B shares. The loan  
will be repaid in full by 1 August 2014, at the latest. Should the plan be      
continued by two years, the loan period may be extended respectively. Honka     
Management has the right to repay the loan prematurely at any time.             

The plan will be valid until summer 2014, at which time the plan is intended to 
be dissolved in a manner to be determined later. The plan may be dissolved,     
e.g., by merging Honka Management with Honkarakenne, or by selling the          
Honkarakenne's shares held by Honka Management to Honkarakenne, or otherwise.   
The plan will be continued by two years, in case the Honkarakenne's series B    
share price in May—June 2014 is lower than the average share price which Honka  
Management paid for its Honkarakenne's shares.                                  

During the validity of the plan, the transfer of the Honkarakenne's shares held 
by Honka Management has been restricted. The share ownership in Honka Management
by the members of the Executive Group will mainly be valid until the dissolution
of the plan. If the employment or service of a member of the Executive Group    
ends before the dissolution of the plan, for reasons related to a member of the 
Executive Group, his or her share in Honka Management may be redeemed before the
dissolution of the plan without him or her gaining any financial benefit from   
the plan.                                                                       

Tuusula 31 May 2010                                                             

HONKARAKENNE OYJ                                                                

The Board of Directors                                                          

Additional information:                                                         
President and CEO Esa Rautalinko,                                               
tel. +358 400 740 997, e-mail: esa.rautalinko@honka.com                         

Distribution:                                                                   
NASDAQ OMX Helsinki                                                             
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