INVITATION TO YIT CORPORATION'S ANNUAL GENERAL MEETING
STOCK EXCHANGE RELEASE FEBRUARY 4, 2011 at 08:05
INVITATION TO YIT CORPORATION'S ANNUAL GENERAL MEETING
The shareholders of YIT Corporation are invited to attend the Annual General Meeting to be held on Friday, 11 March 2010, starting at 10:00 a.m. (Finnish time) in Finlandia Hall, Conference Wing, Hall A, located at the address Mannerheimintie 13, Helsinki (entrance through doors M1 and K1).
The check-in of those who have registered for the meeting and the distribution of ballots will start at 9:00 a.m. Coffee will be available from 9:00 a.m.
A. Matters to be considered at the meeting
The following matters will be considered at the Annual General Meeting:
1. Opening of the meeting
2. Election of the chairman and calling the secretary of the meeting
3. Election of persons to scrutinise the minutes and supervise the counting of votes
4. Adoption of the list of votes
5. Recording the legality of the meeting
6. Review by the President and CEO, presentation of the financial statements for 2010, the report of the Board of Directors, the consolidated financial statements and the auditor’s report for the year 2010
Review by the President and CEO
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
The Board of Directors proposes to the Annual General Meeting that it decide to pay dividends of EUR 0.65 per share and that the rest of the profit be carried forward to the distributable equity. No dividend will be paid for the treasury shares.
9. Decision on the record date and payment date for dividends
The right to dividends rests with a shareholder who, by the record date of the dividend payment 16 March 2011, has been entered as a shareholder in the Company’s shareholder register maintained by Euroclear Finland Ltd. The Board of Directors proposes that the dividend be paid on 7 April 2011.
10. Discharge of the members of the Board of Directors and the President and CEO from liability
11. Resolution on the number of members of the Board of Directors
The Board's Nomination and Rewards Committee proposes that a Chairman, a Vice Chairman and five members be elected to the Board of Directors.
12. Resolution on the remuneration of the Chairman, Vice Chairman and members of the Board of Directors
The Board's Nomination and Rewards Committee proposes that the following fees be paid to the Board of Directors: to the Chairman EUR 6,600/month (EUR 79,200/year), to the Vice Chairman EUR 5,000/month (EUR 60,000/year), to a member EUR 3,900/month (EUR 46,800/year) and a meeting fee of EUR 550 per meeting. In addition, it is proposed that similarly 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.
13. Decision on the remuneration of the auditor
The Board's Audit Committee proposes that the auditor’s fees be paid according to their invoices approved by the Company.
14. Election of the Chairman, the Vice Chairman and the members of the Board of Directors
The Board's Nomination and Rewards Committee proposes that Henrik Ehrnrooth be elected as the Chairman of the Board of Directors, Reino Hanhinen as the Vice Chairman, and Kim Gran, Eino Halonen, Antti Herlin, Satu Huber and Michael Rosenlew as the members of the Board of Directors. All candidates have consented to being elected. The candidates are members of the Company's Board of Directors except Michael Rosenlew, a new candidate for the Board of Directors. All candidates are introduced on the Company’s Internet site.
15. Election of the auditor
The Audit Committee of the Board of Directors proposes that PricewaterhouseCoopers Oy, Authorised Public Accountants, be elected as the Company’s auditor.
16. Authorisation of the Board of Directors to decide on the repurchase of the Company’s 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:
16.1. A maximum of 10,500,000 Company shares may be purchased.
16.2. The shares will be purchased in disproportion to the shareholders' holdings. The purchase will be carried out through public trading arranged by NASDAQ OMX Helsinki Ltd.
16.3. The shares will be purchased at their market value formed in public trading on NASDAQ OMX Helsinki Ltd at the time of purchase.
16.4. The share purchase will decrease the Company's distributable unrestricted equity.
The Board of Directors proposes that the authorisation shall reverse the authorisation to purchase the Company's own shares issued by the Annual General Meeting on 10 March 2010. The Board of Directors proposes that the authorisation be valid until 31 March 2012.
17. Amendment of the Company's Articles of Association
The Board of Directors proposes that the Company's Articles of Association be amended. The key contents of the amendment are as follows:
2 § The term ‘network services’ shall be removed from the Company’s line of business. The Board of Directors proposes that the section be kept unchanged otherwise.
4 § The provision that no person over 68 years of age may be appointed to the Board of Directors shall be removed. The Board of Directors proposes that the section be kept unchanged otherwise.
8 § The provision concerning the notice of the general meeting of shareholders shall be amended to read as follows: ‘The notice of the general meeting of shareholders shall be submitted by publishing it on the Company's Internet pages. Notwithstanding this, the Board of Directors may decide to publish the notice as a newspaper announcement. In this case, the notice shall be submitted through publication in a national newspaper selected by the Board of Directors. Otherwise, the provisions of the Companies Act on the notice of a general meeting shall apply.’ The Board of Directors proposes that the section be kept unchanged otherwise.
9 § The section is proposed to be amended to read as follows:
‘The Annual General Meeting of Shareholders shall
Be presented with:
- the financial statements and Report of the Board of Directors
- the Auditor's report and
Pass resolutions on:
- the adoption of the financial statements and the consolidated financial statements
- the use of the profit shown on the balance sheet
- discharge from liability of the President and CEO and the members of the Board of Directors
- the number of members on the Board of Directors
- the remuneration of the Chairman, the Vice Chairman and the members of the Board of Directors
- the remuneration of the Auditor
- the Chairman, the Vice Chairman and the Members of the Board of Directors and
- the Auditor
- all the other issues indicated in the notice of the meeting.’
18. Closing of the meeting
B. Documents of the Annual General Meeting
The Company's financial statements bulletin, the proposals of the Board of Directors and its committees as well as this notice of meeting will be available for inspection by shareholders as of 4 February 2011 on the Company website www.yitgroup.com. The Company's financial statement documents pursuant to the Companies Act and the Securities Market Act and the annual report are available for inspection by shareholders as from 18 February 2011 on the Company website www.yitgroup.com. Printed copies of the Company's Annual Report for 2010 will be mailed upon request. The proposals of the Board of Directors and its committees as well as the financial statement documents will be available at the Annual General Meeting.
The minutes of the Annual General Meeting will be available on the Company website www.yitgroup.com by 25 March 2011.
C. Instructions for those participating in the Annual General Meeting
1. Shareholders registered in the shareholders’ register
A shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on 1 March 2011 has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry accounts is registered in the Company's shareholders’ register.
A shareholder entered in the Company's shareholders’ register wishing to participate in the Annual General Meeting should register for the meeting by 8 March 2011 using one of the following methods:
a) registration through YIT Corporation's website at www.yitgroup.com/agm following the instructions given
b) registration by telefax at the number + 358 20 433 2077
c) registration by telephone at the number + 358 50 390 6673
d) registration by sending a letter to YIT Corporation, Marja Salo, PO Box 36, FI-00621 Helsinki, Finland.
When registering through the Internet, by telefax, by telephone or by a letter, the message must reach the Company before the end of the registration period on 8 March 2011 at 4:00 p.m. (Finnish time).
The shareholder's name and personal identification number or business ID as well as the name of his/her eventual assistant or proxy representative and the personal identification number of the proxy representative must be notified in connection with the registration. The personal data disclosed by the shareholders to YIT Corporation will only be used in connection with the Annual General Meeting and the processing of related necessary registrations.
2. 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 held by Euroclear Finland Ltd on 1 March 2011. In addition, the right to participate requires that the holder of nominee registered shared is temporarily entered to the shareholders’ register held by Euroclear Finland Ltd based on these shares by 8 March 2011, 10:00 a.m. This is considered registration for the Annual General Meeting as regards nominee registered shares.
Such a shareholder is advised to request from his/her custodian bank, without delay, the necessary instructions regarding registration in the temporary shareholder's register of the Company, the issuing of proxy documents and registration for the Annual General Meeting. The account management organisation of the custodian bank has to register a holder of nominee registered shares who wishes to participate in the general meeting into the temporary shareholders’ register of the Company at the latest by the time stated above.
3. 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.
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 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.
Possible proxy documents should be notified in connection with the registration and they should be delivered in originals to YIT Corporation, Marja Salo, PO Box 36, FI-00621 Helsinki, Finland, prior to the end of the registration period.
4. Other information
Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is present at the meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice of the General Meeting, the total number of shares and votes in YIT Corporation is 127,223,422.
Helsinki, 3 February 2011
The Board of Directors
Distribution: NASDAQ OMX, principal media, www.yitgroup.com