INVITATION TO YIT CORPORATIONS ANNUAL GENERAL MEETING
The shareholders of YIT Corporation are invited to attend the Annual General Meeting to be held on Friday, March 16, 2007, starting at 13:00 in Hall A of the Finlandia Halls Congress Wing, Mannerheimintie 13, Helsinki (entrance through doors M1 and K1).
The check-in of those who have signed up for the meeting and the distribution of ballots will start at 12:00. Coffee will be served after the meeting.
Matters to 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 0.65 per share. The right to a dividend rests with a shareholder who by the record date of March 21, 2007 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 28, 2007.
1.2. Board of Directors and auditor It has been brought to the companys attention that shareholders representing more than 25% of the companys shares and votes will propose to the Annual General Meeting that a chairman, vice chairman and three ordinary members be elected to the Board of Directors, and that the composition of the Board be kept unchanged: Chairman Reino Hanhinen, Vice Chairman Eino Halonen and members Sari Baldauf, Antti Herlin and Teuvo Salminen.
The Audit Committee of the companys Board of Directors proposes that PricewaterhouseCoopers Oy, Authorized Public Accountants, be elected as the companys auditor.
2. Amendments to the Articles of Association.
Key points of the proposed amendments:
It is proposed that Article 3 of the Articles of Association be amended such that references to the nominal value of shares and the minimum and maximum share capital be deleted and replaced with a statement that the shares of the company belong to the book- entry securities system.
It is proposed that two explanatory statements be added to Article 4 of the Articles of Association to the effect that when the chairman is prevented from discharging his duties, said duties will be discharged by the vice chairman.
Article 6 of the Articles of Association includes a regulation on the signing of the companys business name and powers of procuration. The new Companies Act includes a provision on representing the company. The new Act does not recognize the concept of signing the business name. The provisions of the new Act have been taken into account in the wording of the proposal; no changes to the content are proposed.
It is proposed that the word otherwise be added to Article 8 of the Articles of Association, which sets forth rules for matters such as the manner in which meetings are to be convened.
It is proposed that Article 9 of the Articles of Association be amended such that the list of matters to be dealt with at the Annual General Meeting shall account for the new Companies Acts provisions on meeting agendas.
It is proposed that Article 10 of the Articles of Association be amended such that its stipulations concerning the inclusion of the shares in the book-entry securities system be deleted and replaced with a provision stating that disputes on the application of the Companies Act shall be resolved by way of arbitration.
It is proposed that Article 11 of the Articles of Association, which sets forth regulations on the obligation to redeem the companys shares once a certain shareholding limit is exceeded, be deleted.
3. Terms and conditions of the 2004 and 2006 share options
If the Articles of Association are amended in the manner specified above, it will be proposed that the terms and conditions of share subscriptions under the share option programmes shall account for the discontinuation of the nominal value of the companys shares, and that it be decided that the full subscription price shall be entered into the share capital when shares are subscribed for with the share options; the provision in the terms that sets the maximum amount by which the share capital can be increased will therefore be deleted.
4. Raising the share capital
If the Articles of Association are amended in the manner described above, it will be proposed that the share capital be increased by EUR 82,822,459.92 to EUR 146,210,995.92 by means of a reserve fund transfer, whereby the funds in the share premium reserve, EUR 82,822,459.92, will be transferred into the share capital. New shares will not be issued when the share capital is increased.
Annual General Meeting documents
Copies of the documents relating to the 2006 financial statements and the Board of Directors proposals will be available for inspection by shareholders for a week before the meeting at the companys head office, address Panuntie 11, Helsinki, Finland, and on the companys Internet site at www.yitgroup.com. Printed copies of the companys Finnish Annual Report for 2006 will be mailed to shareholders before the Annual General Meeting. The Annual Report will also be available on the site as from week 9/2007.
Participation rights and notification
In order to have the right to participate in the Annual General Meeting, the shareholder must be registered in the companys shareholder register, which is maintained by Finnish Central Securities Depository Ltd, by no later than March 6, 2007. In addition, the shareholder must notify the company of his intention to participate no later than March 9, 2007, 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 +358 20 433 2077. 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 8, 2007
YIT Corporation Board of Directors
Distribution: Helsinki Stock Exchange, principal media, www.yitgroup.com
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