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2009-04-03 14:34:12 CEST 2009-04-03 14:35:12 CEST REGULATED INFORMATION Honkarakenne Oyj - Decisions of general meetingHONKARAKENNE OYJ Stock Exchange Release 3 April 2009 ANNUAL GENERAL MEETINGHONKARAKENNE OYJ Stock Exchange Release 3 April 2009 HONKARAKENNE OYJ'S ANNUAL GENERAL MEETING Honkarakenne Oyj's Annual General Meeting held on Friday 3 April 2009 at the corporate head office in Tuusula, adopted the consolidated and parent company financial statements and granted discharge from liability for 2008 to the members of the Board of Directors and the President. The meeting dealt with the matters pertaining to the Annual General Meeting pursuant to Article 12 of the Articles of Association. The Annual General Meeting decided to grant an authorization to the Board to acquire the company's own shares in accordance with the currently valid Companies Act and on the following terms and conditions: - The Board of Directors may determine to acquire a maximum number of shares whose aggregate nominal value together with the aggregate nominal value of the shares held in treasury equals 10% of the share capital of the company at the date of acquisition. - The shares shall be acquired in public trading organized by NASDAQ OMX Helsinki Oy, in a proportion disapplying the pre-emptive rights of existing shareholders. - The shares can be acquired as a part of the company's incentive and reward system, to develop the capital structure of the company, for financing of acquisitions or other similar arrangements, or for other transfers or maculation. - The shares shall be acquired at the current prices prevailing in public trading at the time of the acquisition. The acquisition of the shares will decrease the distributable funds of the company. - The authorization shall remain in force until 26 March 2010. The Annual General Meeting decided to grant an authorization to the Board of Directors to transfer shares of the company on the following terms and conditions: - The Board of Directors can decide on a transfer of not more than 374,896 B-shares. - The Board of Directors can determine the transferees and the procedure for transferring the company's shares in a proportion disapplying the pre-emptive rights of existing shareholders. - The shares can be transferred according to the procedure and in the extent determined by the Board by way of consideration for acquisitions or other arrangements as the case may be, or sold in public trading organized by OMX Nordic Exchange Helsinki Oy. - The authorization shall remain in force until 26 March 2010. The Annual General Meeting decided that dividend is not distributed for the financial year 2008. Mr. Mauri Saarelainen, Mr. Tomi Laamanen, Mr. Mauri Niemi and Ms. Pirjo Ruuska were re-elected members of the Board of Directors. Mr. Lasse Kurkilahti and Mr. Marko Saarelainen were elected as new members of the Board. The Annual General Meeting decided that director compensation will be set at EUR 1,200 per month and that 50 percent of the director compensation can be paid with company's own shares. KPMG Oy Ab, Corporation of Authorized Public Accountants was re-elected auditor, with Mr. Ari Eskelinen, APA, as auditor with main responsibility. The next interim report for January - March 2009 will be published on Thursday 14 May 2009. HONKARAKENNE OYJ Esko Teerikorpi President For additional information: Mr. Esko Teerikorpi, President; tel. +358 40 580 6111, esko.teerikorpi@honka.com. DISTRIBUTION Helsinki Exchanges Principal media Financial Supervision |
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