Proposals of the Shareholders’ Nomination Board to the Annual General Meeting
YIT Corporation Stock Exchange Release February 15, 2018 at 08:00 a.m.
The Shareholders’ Nomination Committee of YIT Corporation presents the following proposals to the Annual General Meeting of YIT Corporation, which meets on March 16, 2018:
Number of members of the Board of Directors
The Nomination Board proposes that a Chairman, a Vice Chairman and five (5) ordinary members be elected to the Board of Directors.
Fees of the Chairman, Vice Chairman and members of the Board of Directors
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 100,000,
– Vice Chairman and the Chairman of the Audit Committee: EUR 70,000, and
- Members: EUR 50,000.
In addition, the Nomination Board proposes that the award and payment of the fixed annual fee be contingent on the Board members committing to purchasing directly, based on the resolution of the Annual General Meeting, YIT Corporation shares amounting to 40% of the fixed annual fee from a regulated market (Nasdaq Helsinki Ltd) at a price determined by public trading, and that the shares in question be purchased directly on behalf of the Board members. The shares shall be purchased within two weeks of the publication of the interim report for the period January 1–March 31, 2018.
It is the recommendation of the Nomination Board that members of the Board of Directors not transfer the shares awarded to them as a fixed annual fee until their term on the Board expires.
In the view of the Nomination Board, long-term oriented and increasing share ownership by the members of the Board of Directors benefits all shareholders.
The Nomination Board further proposes that Board members be paid a meeting fee of EUR 550 per meeting in addition to the fixed annual fee. In addition, it is proposed that EUR 550 be paid to the members of the committees of the Board of Directors for each committee meeting. Per diems are proposed to be paid for trips in Finland and abroad in accordance with the State’s travelling compensation regulations.
Proposal for Chairman, Vice Chairman and members of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that Harri-Pekka Kaukonen be elected as Chairman, Eero Heliövaara be elected as Vice Chairman, as a new member, and Erkki Järvinen, Inka Mero, Kristina Pentti-von Walzel, Tiina Tuomela and Olli-Petteri Lehtinen, as a new member, be elected as members for a term ending at the close of the next Annual General Meeting following the election. Chairman Matti Vuoria, Vice Chairman Berndt Brunow and Board member Juhani Mäkinen have informed the Nomination Board that they are not available for the Board membership for the new term.
Eero Heliövaara, born in 1956 (M.Sc. both in Technology and Economic Sciences), last held an executive director level position at Finland’s Prime Minister's Office as the Head of Department for the State Ownership Steering Department. Prior to this, he has held positions such as the President and CEO of SRV Yhtiöt Oyj and Pohjola -Yhtymä Oyj, Deputy Managing Director and Chief Investments Officer of Keskinäinen Eläkevakuutusyhtiö Ilmarinen as well as various other directorial positions in the finance industry. Heliövaara is a member of the Board of Directors at Lympha Touch Oy as well as the Vice Chairman of the Board of Directors at Cancer Institute Finland.
Olli-Petteri Lehtinen, born 1960 (M.Sc. in Economic Sciences), has long been an active member of Nordea’s Wholesale Banking operations’ executive group, being in charge of the business area’s credit portfolio, responsibility issues as well as the bank’s international network. Previously, he was in charge of Key Account Management in the Nordic region and prior to that in Finland. Lehtinen is the Chairman of the Board of Directors at Nordea Bank Russia.
All candidates have consented to being elected and are independent of the company or its major shareholders. Essential information regarding the proposed persons will be published on the YIT website at https://www.yitgroup.com/nominationboard
Shareholders’ Nomination Board
YIT Corporation’s General Meeting held on March 15, 2016, decided to set up a Shareholders’ Nomination Board, the task of which is to prepare proposals regarding the election of members of the Board of Directors and awards.
The merger between YIT Corporation and Lemminkäinen Corporation was completed on February 1, 2018. YIT’s Extraordinary General Meeting, which approved the merger on September 12, 2017, resolved that, in deviation from the current standing order of the YIT Shareholders' Nomination Board, the right to nominate members to the Nomination Board shall rest with the three largest shareholders who are registered in the shareholders' register on the registration date of the execution of the merger. According to the mentioned standing order, a shareholder group can agree on appointing a joint representative to the Nomination Board. The following shareholders have agreed on appointing a joint representative: PNT Group Oy, Noora Forstén, Fideles Oy, Kristina Pentti-von Walzel, Eva Pentti-Kortman and Kristian Pentti.
YIT’s three largest shareholders on February 1, 2018, in accordance with the shareholder register maintained by Euroclear, including the shareholder group, are the above mentioned shareholder group, Varma Mutual Pension Insurance Company and Onvest Sijoitus Oy. The following person have been nominated as their representatives to YIT’s Nomination Board:
- Juhani Mäkinen, Counsellor of Law, the shareholder group (14.89% of shares and votes)
- Risto Murto, Company’s President and CEO, Varma Mutual Pension Insurance Company (7.55% shares and votes)
- Maarit Toivanen-Koivisto, Chair of the Board of Directors, Onvest Oy (4.20% shares and votes)
The Chairman of YIT Corporation’s Board of Directors, Matti Vuoria, serves as an expert member on the Nomination Board. The Nomination Board’s Chairman is Risto Murto.
The Nomination Board shall present and justify its proposals and give an account of its operations to the Annual General Meeting.
The Board of Directors of YIT Corporation includes these proposals in the notice of the Annual General Meeting of 2018, which will be published February 23, 2018 at the latest.
For further information, please contact:
Risto Murto, Chairman of the Shareholders’ Nomination Board, tel. + 358 10 244 3119
Juha Jauhiainen, Corporate General Counsel, YIT Corporation, tel. + 358 40 725 9643
Vice President, Investor Relations
Distribution: Nasdaq Helsinki, major media, www.yitgroup.com
YIT is the largest Finnish and significant North European construction company. We develop and build apartments, business premises and entire areas. We are also specialised in demanding infrastructure construction and paving. Together with our customers our 10,000 professionals are creating more functional, more attractive and more sustainable cities and environments. We work in 11 countries: Finland, Russia, Scandinavia, the Baltic States, the Czech Republic, Slovakia and Poland. The new YIT was born when over 100-year-old YIT Corporation and Lemminkäinen Corporation merged on February 1, 2018. Our combined annual revenue for 2017 was over EUR 3.8 billion. YIT Corporation's share is listed on Nasdaq Helsinki Oy. www.yitgroup.com