Corporate governance

Honkarakenne Oyj Articles of Association

1 §

The trade name of the company is Honkarakenne Oyj, and its domicile is Karstula (Finland).

2 §

The company engages in the in-house or subcontracted industrial manufacture, import, export and construction of wooden buildings and other residential solutions. To carry out its operations, the company can own and control shares, holdings and properties as well as trade and rent them.

3 §

The shares are divided into classes A and B. Class A and B shares differ from each other as follows:

Each Class A share generates the right at the Annual General Meeting to participate in voting with twenty (20) votes, and with one vote in the case of a Class B share.
EUR 0.20 shall ostensibly be paid for distributed profit on Class B shares and, after this, EUR 0.20 is similarly paid on Class A shares, after which the remaining profit is distributed evenly amongst all shares.

4 §

The Company’s shares belong to the book-entry securities system.

5 §

If a class A share is transferred to a holder other than a company shareholder on any grounds other than inheritance, testament or marital right, the Board of Directors must be notified on such a transfer in writing.

After being informed of the transfer, the Board of Directors has 30 days to redeem the class A shares for the company, at the book value of the share shown in the most recent financial statements, by using reserve funds or other funds in excess of share capital. If the company chooses not to redeem the class A shares, the Board of Directors must immediately notify the holders of class A shares thereof. The holders of class A shares have a right to redeem the shares at the price specified above, within 30 days of the said notification. If several shareholders wish to redeem the shares, the class A shares to be redeemed shall be divided between them in proportion to the number of class A shares previously held, or, if this is not feasible, be the drawing of lots. This provision must be included in the A share certificate and in the share register.

The company’s Class B shares are not subject to right of redemption but are freely transferable instead.

6 §

The Board of Directors, which is comprised of three to eight (3–8) regular members, looks after the management of the company and the appropriation organisation of operations.

The term of office of a member of the Board of Directors shall expire at the end of the first Annual General Meeting following the election.

7 §

The Board of Directors shall appoint a Managing Director for the company who will manage its day-to-day administration in accordance with the relevant guidelines and regulations.

8 §

The company has one (1) auditor, which should be an audit firm approved by and subject to the auditing supervision of the Finnish Patent and Registration Office.

The term of office of the auditor shall first expire at the end of the first Annual General Meeting.

9 §

The company is represented by its Managing Director as well as its Board of Directors, two together.

The Board of Directors decides on the company’s representative rights and procuration. The company’s right of representation and procuration can be issued only in such wise that those with the right to represent the company and procurators represent the firm two together or one together with a member of the Board of Directors.

10 §

The company’s financial year shall be the calendar year.

11 §

The invitation to the Annual General Meeting must be delivered no later than 21 days prior to the Meeting but nevertheless at least nine days before the reconciliation date of the Meeting, by announcing the invitation on the company’s website, or by publishing an invitation in the Kauppalehti newspaper or by otherwise sending, in a demonstrable manner, the meeting invitation to each shareholder in writing. To be entitled to participate in the Annual General Meeting, a shareholder must register for the Meeting no later than on the date indicated in the invitation, which must not be earlier than ten (10) days prior to the meeting.

12 §

The regular Annual General Meeting must be convened in April no later than the date specified by the Board of Directors. The Annual General Meeting can be convened either in the domicile of the company, Helsinki, Järvenpää or Tuusula.

The following shall be presented in the regular Annual General Meeting:

• the financial statements, including the consolidated financial statements,
• director’s report and
• auditors’ report;

the following shall be resolved:

• ratification of the financial statements and consolidated financial statements,
• application of the profit indicated by the balance sheet,
• discharge of the members of the Board of Directors and the Managing Director from liability,
• the number of members of the Board of Directors, and
• remuneration of the members of the Board of Directors and the basis for travel allowance;

the following shall be selected:

• the members of the Board of Directors and
• auditor;

and the following shall be discussed:

• any other matters mentioned in the invitation to the Meeting.