YIT Corporation Stock exchange release
Notice convening YIT Corporation's Annual General Meeting
The shareholders of
For the purpose of restricting the spread of the COVID-19 epidemic, the Company's Board of Directors has decided to adopt the exceptional meeting procedure provided for in the act 375/2021, which temporarily deviates from some of the provisions of the Finnish Limited Liability Companies Act (the so-called temporary act). The Board of Directors has decided to take the measures permitted by the temporary act in order to hold the general meeting in a predictable manner while also taking into account the health and safety of the Company's shareholders, personnel and other stakeholders.
The Company's shareholders can participate in the general meeting and exercise their rights only by voting in advance and by presenting counterproposals and questions in advance. Instructions for shareholders are provided in section C. Instructions for those participating in the Annual General Meeting.
It will not be possible to participate in the meeting in person. The general meeting can be followed via an online webcast. Instructions on following the webcast are available on the Company's website www.yitgroup.com/agm2022 on
A. Matters to be considered at the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
Attorney
If
3. Election of the examiner of the minutes and supervisor of the counting of votes
The Company's General Counsel
If
4. Establishing the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the general meeting in accordance with Chapter 5, Sections 6 and 6 a of the Limited Liability Companies Act will be deemed shareholders participating in the meeting.
The list of votes will be adopted according to the information provided by
6. Presentation of the financial statements, the report of the Board of Directors, the consolidated financial statements and the auditor's report for the year 2021
As participation in the general meeting is possible only by voting in advance, the Company's financial statements for the year 2021, the report of the Board of Directors, the consolidated financial statements and the auditor's report, which will be published on
7. Adoption of the financial statements and the consolidated financial statements
8. Resolution on the measures warranted by the profit shown on the adopted balance sheet, dividend payout and decision on the record date and payment date for dividends
The Board of Directors proposes that a dividend of
The first instalment of the dividend shall be paid to the shareholders who are registered in the shareholders' register maintained by
The second instalment of the dividend shall be paid in
9. Discharge of the members of the Board of Directors and the President and CEO from liability
10. Presentation and adoption of the remuneration report for the Company's governing bodies
As participation in the general meeting is possible only by voting in advance, the remuneration report for the Company's governing bodies, which will be published on
11. Decision on the remuneration of the Chairman, Vice Chairman and members of the Board of Directors and remuneration of the Nomination Board
The Nomination Board proposes that the members of the Board of Directors be paid the following fixed annual fees for the term of office ending at the conclusion of the next Annual General Meeting:
- Chairman of the Board:
EUR 105,000 , -
Vice Chairman of the Board and Chairmen of the permanent Committees:
EUR 73,500 , unless the same person is Chairman of the Board or Vice Chairman of the Board and -
Members:
EUR 52,500 .
In addition, the Shareholders' Nomination Board proposes that the annual remuneration for the members of the Board of Directors shall be paid in Company shares so that 40% of the annual fee is paid in
The Nomination Board further proposes that in addition to the fixed annual fee, the members of the Board and its permanently and temporarily appointed committees living in
It is also proposed that the chairman of the Board and the chairmen of the permanent and temporarily appointed committees be paid a meeting fee of
In addition, the Nomination Board proposes that the members of the Shareholders' Nomination Board, including the expert member, be paid a meeting fee of
12. Decision on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes that a Chairman, a Vice Chairman and six (6) ordinary members be elected to the Board of Directors.
13. Election of the Chairman, Vice Chairman and members of the Board of Directors
The Shareholders' Nomination Board proposes that
The present members of the Board
All candidates have consented to being elected, and they are presented on the Company's website.
14. Decision on the remuneration of the auditor
The Board of Directors proposes on recommendation of the Audit Committee that the auditor's fees be paid according to their invoices approved by the Company.
15. Election of the auditor
The Board of Directors proposes on recommendation of the Audit Committee that
16. Authorisation of the Board of Directors to decide on the repurchase of own shares
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the repurchase of the Company's own shares using the Company's unrestricted equity under the following terms and conditions:
A maximum of 21,000,000 Company shares may be purchased, corresponding to about 10% of all Company shares. However, the number of shares held by the Company may not represent more than 10% of all shares in the Company. This number includes all the treasury shares held by the Company and its subsidiaries pursuant to Chapter 15, Section 11(1) of the Limited Liability Companies Act.
The Board of Directors is authorised to decide how Company shares are purchased. Company shares may be purchased at a price determined by public trading on the day of purchase or at a price otherwise determined at the market. Shares may be purchased in a proportion other than that of the shares held by the shareholders.
The Board of Directors proposes that the authorisation shall revoke the authorisation to repurchase the Company's own shares issued by the Annual General Meeting on
17. Authorisation of the Board of Directors to decide on share issues
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on share issues under the following terms and conditions:
The authorisation may be used in full or in part by issuing shares in the company in one or more tranches so that the maximum number of shares issued is a total of 21,000,000, corresponding to about 10% of all Company shares.
The Board of Directors is authorised to decide all the terms and conditions of issuing shares. The Board of Directors may also decide on the conveyance of the shares issued in deviation from the shareholders' pre-emptive subscription rights. Shares can be issued for subscription with or without consideration.
Based on the authorisation, the Board of Directors may also decide on a free share issue to the Company itself so that the number of shares held by the Company after the share issue represents a maximum of 10% of all shares in the Company. This number includes all the treasury shares held by the Company and its subsidiaries pursuant to Chapter 15, Section 11(1) of the Limited Liability Companies Act.
The Board of Directors proposes that the authorisation shall revoke the authorisation to decide on share issues by the Annual General Meeting on
18. Closing of the meeting
B. Documents of the Annual General Meeting
The above proposals on the agenda of the Annual General Meeting and this notice of meeting will be available for inspection by shareholders as of
The minutes of the Annual General Meeting will be available on the Company's website at www.yitgroup.com/agm2022 by
C. Instructions for those participating in the Annual General Meeting
1. Shareholders registered in the shareholders' register
In order to have the right to participate in the Annual General Meeting, a shareholder must be registered in the Company's shareholders' register, which is maintained by
2. Registration and advance voting
The registration period and advance voting period commence at 12 noon Finnish time on
The requested information such as the shareholder's name, personal identification number or business ID, address and telephone number must be given in connection with the registration. The personal data disclosed by the shareholders to the Company and
Shareholders with a Finnish book-entry account can submit the notice of participation and vote in advance on certain matters on the agenda between 12 noon Finnish time on
a) Online through
If the shareholder is an individual, electronic registration and voting in advance via the Company's website requires strong electronic authentication. Strong electronic authentication takes place either with a Finnish bank ID or a Finnish mobile certificate. Shareholders who are legal persons are not required to use strong electronic authentication, but they are required to give their book-entry account number and other required information. Terms and conditions of electronic voting in advance and other instructions related thereto will be available on the above-mentioned website upon the beginning of advance voting on
b) By email or mail
Shareholders can also send the advance voting form available on the Company's website or corresponding information to
If a shareholder participates in the general meeting by submitting advance votes to
The advance voting form as well as the instructions for advance voting will be available on the Company's website at www.yitgroup.com/agm2022 by the beginning of advance voting on
3. Holder of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting based on the shares that would entitle him/her to be registered in the shareholders' register on the record date of the Annual General Meeting maintained by
Holders of nominee registered shares are advised to request from their custodian bank the necessary instructions regarding registration in the temporary shareholders' register of the Company, the issuing of proxy documents and registration for the Annual General Meeting well in advance. The account operator of the custodian bank has to register a holder of nominee registered shares who wishes to participate in the Annual General Meeting into the temporary shareholders' register of the Company at the latest by the time stated above and arrange advance voting on behalf of the holder of nominee registered shares.
4. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. Proxy representatives of shareholders are also required to vote in advance in the manner instructed in this notice.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares held in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting. A proxy template is available on the Company's website at www.yitgroup.com/agm2022 by the beginning of the advance voting on
Any proxy documents should be delivered either by email to agm@yit.fi or by post to
Delivering a proxy document to the Company prior to the end of the registration period constitutes due registration for the general meeting, provided that the above information required for registration is provided. Proxy representatives of shareholders are also required to vote in advance in the manner instructed in this notice.
5. Other instructions and information
Shareholders who hold at least one one-hundredth of all the shares in the Company have the right to make counterproposals concerning the proposed decisions on the agenda of the Annual General Meeting to be placed for a vote. The counterproposals must be delivered to the Company by email to agm@yit.fi no later than at
Shareholders have the right to ask questions and request information with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act by email to the address agm@yit.fi or by post to
On the date of this notice of the Annual General Meeting, the total number of shares and votes in
YIT Corporation
Board of Directors
Distribution: Nasdaq
YIT is the largest Finnish and a significant North European development and construction company with a strong customer focus and clear mission to create better living environments. We develop and build functional homes for sustainable living, future-proof public and commercial buildings and infrastructure for smoother flow of people, businesses and society. We employ 7,400 professionals in ten countries:
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