By the book
The company’s name is Honkarakenne Oyj and it is domiciled in Karstula.
The company is engaged in the industrial manufacture, import and export of wooden buildings and furniture as well as other leisure products, and acts as an agent and trader in the said products. The company may also trade in securities and real property.
Shares are divided into class A shares and class B shares such that the minimum number of class A shares is 300,000 and the maximum number is 1,200,000, and the minimum number of class B shares is 2, 700,000 and the maximum number is 10,800,000. The differences between class A and B shares are as follows:
- Each class A share entitles its holder to twenty (20) votes at a shareholders’ meeting, and each class B share to one vote.
- Of distributable profits, EUR 0.20 is first paid for each class B share, after which EUR 0.20 is paid for each class A share, and then the remaining profits are distributed evenly between all shares.
Company shares are included in the book-entry system. Shareholders entitled to profit distribution from the company and to a subscription right upon an increase in share capital include those who:
- were registered in the list of shareholders on the record date;
- whose entitlement was, on the record date, recorded in the book-entry account of a shareholder registered in the list of shareholders and indicated in the list of shareholders; or
- if the share is nominee registered, shareholders for whose book-entry account a share was registered on the record date, and whose share manager was, on the record date, recorded as the manager of shares in the list of shareholders.
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 of 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, by the drawing of lots. This provision must be included in the A share certificate and in the share register. The company’s B shares are not subject to a redemption right and may therefore be freely transferred.
The Board of Directors, consisting of three to eight (3-8) ordinary members, is responsible for the company’s administration and the proper organisation of its operations. The Board members’ term of office ends at the close of the Annual General Meeting following their election.
The Board of Directors appoints a Managing Director, who is responsible for the company’s day-to-day management in accordance with the Board of Directors’ instructions and orders.
The company has one (1) ordinary auditor and one (1) deputy auditor. If the elected ordinary auditor is an audit firm, a deputy auditor need not be elected. The auditors’ term of office covers the financial year under way at the time of their election, and ends at the close of the next Annual General Meeting following their election.
The Managing Director alone, and two Board members together, shall sign for the company. The Board of Directors decides on the granting of rights to sign for the company and rights to sign per procuration. The right to sign for the company and procurations can only be granted on condition that those authorised to sign and the holders of procurations sign for the company, either both together, or each alone with a Board member.
The company’s financial year is the calendar year. Financial statements and the Board of Directors’ report must be submitted to the auditors by the end of February, and the auditors must submit their audit report to the Board of Directors by 15 March, but no later than two weeks before the Annual General Meeting.
A notice of a shareholders’ meeting must be delivered no later than 21 days before the meeting and at least nine days before the record date of the shareholders’ meeting, by publishing a notice at the company’s website or by delivering the notice to each shareholder in another verifiable, written manner. To be entitled to attend a shareholders’ meeting, shareholders must register with the company no later than on the date specified in the notice of the meeting, which may be no earlier than ten days before the meeting.
The Annual General Meeting must be held in April at the latest, in a location specified by the Board of Directors. The Annual General Meeting may be held either in the company’s domicile, in Helsinki or in Jarvenpaa. The AGM must review
- the financial statements;
- the audit report;
- the adoption of the profit and loss account and balance sheet, and of the consolidated profit and loss account and consolidated balance sheet;
- other measures warranted by the profit or loss shown in the consolidated balance sheet;
- discharging Board members and the managing director from liability;
- the number of Board members;
- remuneration payable to Board members and grounds for travel reimbursement;
- Board members;
- auditors and deputy auditors, and discuss
- other matters mentioned in the notice of the AGM.
An extraordinary shareholders’ meeting must be held whenever the Board deems it necessary, or when an auditor or a shareholder holding 1/10 of all shares so demands in writing, in order to discuss a matter they have announced. In this case, notice of the meeting must be delivered within fourteen (14) days of the demand being made.