NOTICE OF HONKARAKENNE OYJ’S ANNUAL GENERAL MEETING
HONKARAKENNE OYJ
Stock
Exchange Release 22 March 2024 at 2:00 p.m.
NOTICE OF HONKARAKENNE OYJ’S ANNUAL GENERAL MEETING
The shareholders of Honkarakenne Oyj are hereby given notice of
the Annual General Meeting to be held on Thursday, 18 April 2024 at
2.00 p.m. in Honkarakenne’s Tuusula office at Lahdentie 870,
Tuusula, Finland. Reception of those who have registered for the
meeting and the distribution of voting papers will begin at
1:30 p.m. Coffee will be served at the meeting.
MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
The following matters will be considered at the Annual General
Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and supervise the
counting of votes
4. Recording the legality of the meeting
5. Recording attendance of the meeting and adopting the list of
votes
6. Presentation of the financial statements, the report of the
Board of Directors and the auditor's report for 2023
- Presentation of the CEO's review
7. Adoption of the financial statements
8. Consideration of the result recorded in the balance sheet and
decision on the payment of dividends and repayment of capital
The Board of Directors proposes to the Annual General Meeting that
no dividend be paid for the financial year ended 31 December 2023
and that retained earnings be held in unrestricted equity. In
addition, the Board of Directors proposes that a repayment of
capital of EUR 0.09 per share to be distributed from the invested
unrestricted equity fund as distribution of funds to shareholders.
The repayment of capital will be paid to shareholders who, on the
record date of the repayment of capital, 22 April 2024, are
registered in the company’s shareholders' register maintained by
Euroclear Finland Ltd. The payment date for the repayment of
capital is 29 April 2024.
9. Discharge from liability of the members of the Board of
Directors and the CEO’s
10. Consideration of the Remuneration Report
Consideration of the Remuneration Report, approved by the Board of
Directors, for the company's governing bodies. The Remuneration
Report will be available from 22 March 2024 on the company's
website:
https://investors.honka.com/en/investors/corporate_governance/annual_general_meeting2024
11. Handling of the remuneration policy for governing bodies
The remuneration policy for governing bodies will be available at
latest from 28 March 2024 on the company’s website:
https://investors.honka.com/en/investors/corporate_governance/annual_general_meeting2024
12. Decision on remuneration of Board members
The Board of Directors proposes to the AGM that Board members be
paid EUR 2,000 a month and the Chairman EUR 3,500 a month in
remuneration. If the Board of Directors establishes committees from
among its members, it is proposed that, in addition to the monthly
remuneration, committee members be paid EUR 500 per committee
meeting. It is further proposed that members’ travel and
accommodation expenses be reimbursed against a receipt.
13. Decision on the number of members of the Board of Directors
The shareholders' nomination committee proposes that five members
be elected to the Board of Directors.
14. Election of members of the Board of Directors
The shareholders' nomination committee proposes that the current
members of the Board of Directors
Arto Halonen, Timo Kohtamäki, Maria Ristola, Kari Saarelainen and
Antti Tiitola be re-elected as board members.
Further information on the current members of the Board of
Directors is available on the company's website
https://honka.com/en/investor-relations/board-of-directors/.
15. Decision on auditor’s fee
The Board of Directors proposes to the Annual General Meeting that
the auditor be paid a fee in accordance with a reasonable invoice
presented by the auditor.
16. Election of auditor
The Board of Directors proposes to the Annual General Meeting that
the audit firm, Ernst & Young Oy, be re-elected as the
company's auditor, who has announced that as a new principal
auditor will be Osmo Valovirta APA.
17. Authorising the Board of Directors to decide on the repurchase
of the company's own shares
The Board of Directors proposes to the Annual General Meeting that
the Annual General Meeting authorise the Board of Directors to
decide on the repurchase of a maximum of 400,000 own class B shares
with funds from unrestricted equity. The Board of Directors shall
decide on how the shares will be repurchased. The company’s own
shares may be repurchased other than in proportion to the shares
held by shareholders. The authorisation also includes the
repurchase of shares in public trading on NASDAQ OMX Helsinki Ltd
in accordance with its rules and guidelines and those of Euroclear
Finland Ltd, or through a purchase offer to shareholders. Shares
may be repurchased to develop the company's capital structure, for
financing or implementing acquisitions or other corporate
arrangements, to implement the company's share-based incentive
programmes, or to otherwise be conveyed or annulled. Acquisition of
shares shall be based on the market price of the share in public
trading, so that the minimum price of the shares to be acquired is
the lowest market price quoted in public trading, while the maximum
price, respectively, the highest market price quoted in public
trading during the period of validity of the authorisation. The
authorisation includes the right to accept the company's own class
B shares as a pledge. The Board of Directors shall decide on all
other matters related to the repurchase of the company's own
shares. However, the authorisation shall be valid until the next
Annual General Meeting but expire on 30 June 2025 at the
latest.
18. Authorising the Board of Directors to decide on a share issue
and special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that
the Annual General Meeting authorise the Board of Directors to
decide on a share issue, either against payment or free of charge,
and the issuance of special rights entitling to shares referred to
in Chapter 10, Section 1 of the Limited Liability Companies Act, or
a combination of all or some of the above in one or more
instalments, subject to the following conditions:
- Pursuant to the authorisation, the Board of Directors may issue
new shares and/or dispose of a maximum of 1,500,000 of the old
class B held by the company, including those shares that may be
issued under special rights.
- The share issue may also be made to the company itself within the
limits laid down by law.
- The authorisation entitles shareholders to deviate from the
shareholders' pre-emptive right to subscribe for new shares
(directed share issue) under the conditions laid down by law.
- The authorisation may be used to carry out acquisitions or other
business arrangements within the company, in order to finance
investments, improve the company's financial structure, as part of
the implementation of the company's incentive scheme, or for other
purposes determined by the Board of Directors.
- The authorisation includes the right to decide how the
subscription price is recognised in the company's balance sheet.
The subscription price may be paid not only in cash but also in
whole or in part through other assets (contributions in kind) or by
using receivables — payable to the subscriber by the company — to
offset the subscription price. The Board of Directors has the right
to decide on other matters relating to share issues and the
issuance of special rights entitling to shares.
- However, the authorisation shall be valid until the next Annual
General Meeting and expire on 30 June 2025 at the latest.
19. Closing of the
meeting
ANNUAL GENERAL MEETING DOCUMENTS
The above-mentioned proposals of the Board of Directors on the
agenda of the Annual General Meeting and this notice of meeting are
available on Honkarakenne Oyj's website:
https://investors.honka.com/en/investors/corporate_governance/annual_general_meeting2024.
Honkarakenne Oyj’s financial statements, the report of the Board of
Directors and auditor's report and remuneration report and
remuneration policy are available on the company's website:
https://investors.honka.com/en/investors/corporate_governance/annual_general_meeting2024
latest three weeks before Annual General Meeting.
The Board of Directors' proposals, financial statements and
remuneration policy presented to the Annual General Meeting will
also be available at the Annual General Meeting, and copies of them
and of this notice of meeting will be sent to shareholders upon
request. The minutes of the Annual General Meeting will be
available on the company's website no later than 2 May 2024.
INSTRUCTIONS FOR THOSE ATTENDING THE AGM:
RIGHT TO PARTICIPATE AND REGISTRATION
A shareholder who is on the record date of the Annual General
Meeting on 8 April 2024, included on the company’s shareholder
register maintained by Euroclear Finland Ltd has the right to
participate in the Annual General Meeting. A shareholder whose
shares are registered in his/her personal Finnish book-entry
account is automatically registered in the list of the company's
shareholders.
A shareholder who wishes to attend the Annual General Meeting
must notify the company of their intention to do so no later than 4
p.m. on 12 April 2024. Shareholders can register to attend the
Annual General Meeting by email to ilmoittautuminen@honka.com or by
post to Honkarakenne Oyj, The Annual General Meeting, PL 31, 04401
Järvenpää.
When registering, shareholders must provide their name, address,
telephone number and the name of any assistant or proxy
representative, and sufficient documentation for confirming the
identity of the proxy representative. Personal data disclosed by
shareholders to Honkarakenne Oyj will only be used in connection
with the Annual General Meeting and processing of the related
registrations. The registration letter or message must be received
before the end of the registration period.
USE OF A PROXY AND AUTHORISATIONS
Shareholders may participate in the Annual General Meeting and
exercise their rights therein through a proxy representative.
The proxy representative of a shareholder must present a dated
letter of proxy or otherwise reliably demonstrate that he or she is
entitled to represent the shareholder. If a shareholder
participates in the General Meeting by means of several proxy
representatives representing the shareholder on the basis of shares
held in different book-entry accounts, the shares on the basis of
which each proxy representative represents the shareholder must be
disclosed when registering to attend the meeting.
Possible proxy documents should be delivered in originals to the
above-mentioned address before the end the registration period.
NOMINEE SHAREHOLDERS
Nominee shareholders are advised to request the necessary
instructions in good time from their custodian bank concerning
registration in the shareholders' register, issuance of letters of
proxy, and registration for the Annual General Meeting.
The account manager of the custodian bank must provide
notification of any nominee shareholder who wishes to participate
in the Annual General Meeting, for entry in the company’s temporary
shareholders' register, no later than 10.00 a.m. on 15 April 2024,
provided that the shareholder was entitled by the same shares to be
entered in the shareholders’ register of the company on the AGM’s
record date of 8 April 2024. Temporary registration of a nominee
shareholder in the company’s shareholders' register shall be deemed
registration for the Annual General Meeting. Further details are
available on the company's website:
https://investors.honka.com/en/investors/corporate_governance/annual_general_meeting2024.
OTHER INFORMATION
The meeting language is Finnish.
The shareholder present at the Annual General Meeting has the
right to ask questions about the matters discussed at the meeting
in accordance with Chapter 5, Section 25 of the Limited Liability
Companies Act.
Changes in share ownership after the record date of the Annual
General Meeting do not affect the right to participate in the
General Meeting or the shareholder's number of votes.
On the date of this notice of AGM, Honkarakenne Oyj has a total
of 5,911,323 class B shares, representing 5,911,323 votes, and
300,096 series A shares, representing 6,001,920 votes, i.e. a total
of 6,211,419 shares and 11,913,243 votes.
Tuusula, 22 March 2024
HONKARAKENNE OYJ
Board of Directors
FOR MORE INFORMATION:
Marko Saarelainen, CEO, tel. +358 40 542 0254,
marko.saarelainen@honka.com or
Maarit Jylhä, CFO, tel. +358 40 594 4099,
maarit.jylha@honka.com
DISTRIBUTION
NASDAQ OMX Helsinki Oy
Main media
Financial supervision
www.honka.com
Honkarakenne Oyj manufactures high-quality, healthy and
ecological log homes, holiday homes and public buildings under its
Honka® brand from renewable, certified solid wood. The company has
delivered 85,000 buildings to over 50 countries. House kits are
manufactured in Finland, the company's own factory is located in
Karstula. In 2023, Honkarakenne Group's net sales were EUR 46.3
million, of which exports accounted for 31%. www.honka.com
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