DECISIONS MADE BY HONKARAKENNE OYJ'S ANNUAL GENERAL MEETING

HONKARAKENNE OYJ         Stock Exchange Release 18 April 2024 at 17:30

DECISIONS MADE BY HONKARAKENNE OYJ’S ANNUAL GENERAL MEETING

Honkarakenne Oyj’s Annual General Meeting was held on Thursday, 18 April 2023 in Honkarakenne’s Tuusula office at Lahdentie 870, Tuusula, Finland. The General Meeting adopted the financial statements, approved the remuneration report, and granted discharge from liability for 2023 to the members of the Board of Directors and the President and CEO.

Payment of dividends

The Annual General Meeting decided that no dividend be paid for the financial year ended 31 December 2023. The Board of Directors decided that 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 dividend payment, 22 April 2024, are registered in the company’s shareholders' register maintained by Euroclear Finland Ltd. The payment date for the dividend is 29 April 2024.

Consideration of the Remuneration Report

The Annual General Meeting adopted the remuneration report for the company’s governing bodies as an advisory resolution.

Handling of the remuneration policy for governing bodies

The Annual General Meeting adopted the remuneration policy for the company’s governing bodies as an advisory resolution.

Members of the Board of Directors and remunerations

Five members were elected to the Board of Directors: Arto Halonen, Timo Kohtamäki, Maria Ristola, Kari Saarelainen and Antti Tiitola.

The Annual General Meeting decided to set the remuneration of the members of the Board of Directors at EUR 2 000 per month, the remuneration of the chairman of the board at EUR 3 500 per month. 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

Ernst & Young Oy, member of the Finnish Institute of Authorised Public Accountants, was re-appointed as auditor of the company, with Osmo Valovirta, 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 NASDAQ OMX Helsinki Oy 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 the next Annual General Meeting, however expiring at the latest on June 30, 2025.