HONKARAKENNE OYJ STOCK EXCHANGE RELEASE 4 APRIL 2014 AT 4:00 P.M.
DECISIONS MADE BY HONKARAKENNE OYJ’S ANNUAL GENERAL MEETING
Honkarakenne Oyj’s Annual General Meeting held on Friday 4 April 2014 in the company headquarters at Tuusula adopted the consolidated and parent company financial statements and granted discharge from liability for 2013 to the members of the Board of Directors and the President and CEO.
Dividends
The Annual General Meeting decided that no dividends be paid for the financial year ending on 31 December 2013.
Members of the Board of Directors and remunerations
Five members were elected to the Board of Directors: Hannu Krook, Teijo Pankko, Anita Saarelainen, Mauri Saarelainen and Arto Tiitinen.
The Annual General Meeting decided to set the remuneration of the members of the Board of Directors at EUR 1,500 per month, the remuneration of the chairman of the board at EUR 4,000 and the remuneration of deputy chairman at EUR 2,000. 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
PricewaterhouseCoopers Oy, member of the Finnish Institute of Authorised Public Accountants, was re-appointed as auditor of the company, with Maria Grönroos, 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 2015.
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 2015.
HONKARAKENNE OYJ
Mikko Kilpeläinen
President and CEO
The next interim report for January – March 2014 will be published on Thursday 8 May 2014.
Further information:
President and CEO Mikko Kilpeläinen, tel +358 50 542 5884, mikko.kilpelainen@honka.com
DISTRIBUTION
NASDAQ OMX Helsinki Oy
Key media
Financial Supervisory Authority
www.honka.com
