STOCK EXCHANGE RELEASE FEB. 20, 2004 8:05
INVITATION TO YIT CORPORATIONS ANNUAL GENERAL MEETING
The shareholders of YIT Corporation are invited to attend the Annual General Meeting to be held on Thursday, March 18, 2004, starting at 15:00 (Finnish time) at the companys head office. The address is Panuntie 11, 00620 Helsinki, Finland.
The following matters will be considered at the meeting:
1. The matters specified as being the business of Annual General Meetings in Article 9 of the Articles of Association.
1.1 Dividend payout
The Board of Directors will propose to the Annual General Meeting that it decide on the payment of a dividend of EUR 1.20 per share. The right to a dividend rests with a shareholder who by the record date of March 23, 2004, has been entered as a shareholder in the companys shareholder register that is kept by Finnish Central Securities Depository Ltd. The Board of Directors proposes that the dividend be paid on March 30, 2004.
1.2 Composition of the Board of Directors and the election of the auditor
It has been brought to the companys attention that shareholders who represent over 10% of the companys shares and votes will propose to the Annual General Meeting that the number of Board members be confirmed at six and that Ilkka Brotherus, Eino Halonen, Reino Hanhinen, Asmo Kalpala and Teuvo Salminen be re- elected as Board members and that Antti Herlin be elected as a new member. These same parties will propose that PricewaterhouseCoopers Oy, Authorized Public Accountants, be elected as the companys auditor. The nominees have given their assent to be elected.
2. The Board of Directors proposal to amend Article 3 of the Articles of Association
It will be proposed that Article 3 of the Articles of Association be amended such that the nominal value of the share will be changed from two euros to one euro. If implemented, the proposed amendment will mean that each share having a nominal value of two euros will be converted into two shares having a nominal value of one euro each; that is, the companys number of shares will double in proportion to the holding of shareholders. The share capital will not be raised. The change in the number of shares due to the change in the nominal value will be carried out in the book-entry system and shareholders are not required to take action.
3. The Board of Directors proposal to amend the terms of the 2002 share option programme
It will be proposed that the terms of the Series C and D share options from 2002 be amended, provided that the Annual General Meeting decides to amend Article 3 of the companys Articles of Association in the manner proposed by the Board of Directors. In accordance with the valid terms of the share option programme, if the nominal value of the share is changed before the end of the subscription period such that the share capital remains unchanged, the subscription terms shall be amended such that the total nominal value of the subscribed shares and total subscription price will remain unchanged.
It will be proposed that the change be carried out such that each Series C and D share option entitles its bearer to subscribe for two YIT Corporation shares having a nominal value of one euro. A maximum total of 2,800,000 shares can be subscribed for and the companys share capital may be raised by a maximum amount of EUR 2,800,000. Under the presently valid terms, each Series C and D share option entitles its bearer to subscribe for one YIT Corporation share having a nominal value of two euros. 1,400,000 shares can be subscribed for and the companys share capital may be raised by a maximum amount of EUR 2,800,000.
It will be proposed that the place of share subscription be changed from YIT Corporations head office to Nordea Bank Finland plcs investment advisory branches.
It will be proposed that the subscription price of the shares be changed to EUR 7.595 per share, which is half of the amount specified in the presently valid terms, EUR 15.19. Furthermore, it will be proposed that the effect of dividends on the subscription price be amended as follows: The subscription price will be lowered after January 1, 2003, by the amount of dividends per share distributed by the date when the share subscription period begins (C: April 1, 2004, and D: April 1, 2005) such that in 2003 and 2004 the amount reducing the subscription price per share shall be half of the dividend and that in 2005 the subscription price be reduced by the full per-share dividend (D). The Board of Directors will confirm the share subscription price before the subscription periods begin (C: April 1, 2004, and D: April 1, 2005).
4. Board of Directors proposal to grant new share options
It will be proposed that the share options be offered without consideration, waiving shareholders pre-emptive subscription rights. The waiving of shareholders pre-emptive subscription rights is being proposed because the share options are intended to be part of the YIT Groups incentive scheme and thus there is a weighty financial reason to do so.
It will be proposed that a maximum of 180,000 Series E share options and a maximum of 420,000 Series F share options be granted for subscription. The right to subscribe for the Series E share options rests with those members of the Groups management and key employees named by the Board of Directors who are either in the employ of or will be hired into the employ of the Group companies belonging to the YIT Groups YIT Building Systems business segment and who are not covered by YIT Corporations 2002 share option programme; the managing director of the Swedish company YIT Building Systems AB; and YIT Corporations fully-owned subsidiary YIT Construction Ltd.
The Series F share options will be granted for subscription to YIT Construction Ltd and it is intended that they will be distributed, at a later date, to those members of the Groups management and key employees named by YIT Corporations Board of Directors who are either in the employ of or will be hired into the employ of the Group companies belonging to the YIT Building Systems business segment and who are not covered by YIT Corporations 2002 share option programme and to the managing director of the Swedish company YIT Building Systems AB, on the basis of the result (EBITA) of the YIT Building Systems business segment in 2005-2007 in the manner specified in greater detail in the Boards proposal.
The subscription period of the share options is May 14 to June 15, 2004. Each share option entitles its bearer to subscribe for one share having a nominal value of one euro. On the basis of the subscriptions, YIT Corporations share capital may be raised by a maximum amount of EUR 600,000; that is, a maximum of 600,000 shares may be subscribed. The shares can be subscribed for during the period from April 1 - November 30, 2006, and from April 1 - November 30, 2007, with the Series E share options and during the period from April 1 - November 30, 2007, with the Series F share options.
The subscription price of the share is EUR 15.40 per share. The subscription price is based on the price of the companys share in trading and exceeds the average share price in trading on Helsinki Exchanges in November and December 2003 and January 2004 plus 10% and divided by two. The subscription price of the Series E share options will be lowered in 2005 and 2006 by the amount of dividends per share decided on at the Annual General Meetings and the price of the Series F share options in 2005, 2006 and 2007 by the amount of dividends per share decided on at the Annual General Meetings.
If the Annual General Meeting does not amend Article 3 of the Articles of Association in the manner proposed by the Board of Directors, it will be proposed that the decision on the share option programme be made such that the numbers of options and shares that can be subscribed for with them which are presented above be halved, with the nominal value of the share being two euros and the subscription price of the share being double the amount stated above.
Annual General Meeting documents
Copies of the documents relating to the 2003 financial statements and the Board of Directors proposals to the Annual General Meeting will be available for inspection by shareholders for a week before the meeting at the companys head office, address Panuntie 11, 00620 Helsinki, Finland. Copies of the documents will be sent to shareholders on request.
Financial statement information and the proposals of the Board of Directors can also be read on the Internet at YIT Corporations site, www.yit.fi. Printed copies of the companys Annual Report for 2003 will be mailed to shareholders before the Annual General Meeting. The Annual Report will also be available on the site as from week 11/2004 (in Finnish) and week 12/2004 (in English and in Swedish).
Participation rights and notification
In order to have the right to participate in the Annual General Meeting, the shareholder must be registered in YIT Corporations shareholder register, which is maintained by Finnish Central Securities Depository Ltd, by no later than March 8, 2004, or he should be entitled to participate in the Annual General Meeting in accordance with Chapter 3a, Section 4, paragraph 2 of the Companies Act.
Shareholders who wish to participate in the Annual General Meeting must notify the company thereof no later than March 15, 2004, either by telephoning Liisa Nordberg at +358 20 433 2257 or Pirkko Pesonen at +358 20 433 2453 during office hours, 8:00-16:00 from Monday to Friday, or by sending a fax to Pirkko Pesonen at +358 20 433 2412. One may also notify the company by emailing email@example.com or firstname.lastname@example.org, or by writing to YIT Corporation, Marja Salo, P.O. Box 36, FI-00621 Helsinki, Finland. It is requested that the company be notified of any proxies at that time and that any proxies be sent to the above address before the expiry of the registration period.
Helsinki, February 19, 2004
YIT Corporation Board of Directors
Veikko Myllyperkiö Vice President, Corporate Communications
DISTRIBUTION: Helsinki Exchanges, principal media, www.yit.fi
YIT creates better living environment by developing and constructing housing, business premises, infrastructure and entire areas. Our vision is to bring more life in sustainable cities. We want to focus on caring for customer, visionary urban development, passionate execution and inspiring leadership. Our growth engine is urban development involving partners. Our operating area covers Finland, Russia, the Baltic countries, the Czech Republic, Slovakia and Poland. In 2016, our revenue amounted to nearly EUR 1.8 billion, and we employ about 5,300 employees. Our share is listed on Nasdaq Helsinki. www.yitgroup.com