NOTICE OF HONKARAKENNE OYJ’S ANNUAL GENERAL MEETING - Seite 2

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_g ...
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.