Proposals of the Shareholders’ Nomination Board to the Annual General Meeting
YIT Corporation Stock Exchange Release February 1 2019 at 09:00 a.m.
Proposals of the Shareholders’ Nomination Board to the Annual General Meeting
The Shareholders’ Nomination Board of YIT Corporation presents the following proposals to the Annual General Meeting of YIT Corporation, which meets on March 12, 2019:
Number of members of the Board of Directors
The Nomination Board proposes that a Chairman, a Vice Chairman and six (6) 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 Chairmen of the permanent Committees: EUR 70,000, unless the same person is Chairman of the Board or Vice Chairman of the Board 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, 2019.
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 in addition to the fixed annual fee Board member living in Finland be paid a meeting fee of EUR 800 per meeting and a member living elsewhere in Europe be paid EUR 2,000. It is also proposed that EUR 800 be paid per committee meeting to a committee member living in Finland and to a committee member living elsewhere in Europe be paid EUR 2,000. Per diems are proposed to be paid for trips in Finland and abroad in accordance with YIT Corporation’s and tax authorities travelling compensation regulations.
In addition, the Nomination Board proposes that the members of the Shareholders’ Nomination Board, including the expert member, be paid a meeting fee of EUR 800 per a Board meeting and the Chairman be paid EUR 1,600 per a Board meeting.
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 and re-elected as members Olli-Petteri Lehtinen, Kristina Pentti-von Walzel and Tiina Tuomela as well as Alexander Ehrnrooth, Frank Hyldmar and Barbara Topolska as new members, be elected as members for a term ending at the close of the next Annual General Meeting following the election. The other current Board members were not available for the Board membership for the new term.
Alexander Ehrnrooth, M.Sc.(Econ.), MBA, born 1974, a native of Finland, President and CEO of Virala Corporation. Ehrnrooth has been a member of the Board of Directors of Ahlstrom-Munksjö Corporation since 2017. In addition, he serves as the Chairman of the Board of Directors of Aleba Corporation and Belgrano Inversiones Oy. Ehrnroot was a member of the Board of Directors and Audit Committee of Munksjö between 2014 and 2017 and member of the Board and Audit Committee of Ahlstrom Corporation between 2015 and 2017. He also served as a member of the Board of Directors of Fiskars Corporation between 2000 and 2018 and Wärtsilä Corporation between 2010 and 2015.
Frank Hyldmar, M.Sc. (Econ.), born 1961, a native of Denmark, Chief Executive Officer of Techem GmbH. Prior to this, he has held positions such as in Elster Group GmbH where he was as CEO responsible for the company’s global electricity and smart grid activities. Prior to joining Elster, he held several senior executive roles eg. at DHL (Deutsche Post World Net), most recently as Executive Director of Global Marketing & Sales. He has considerable experience in the management of international companies, operating on a global level within the service and production industries, and a wealth of experience and expertise in General Management, Manufacturing and Marketing and Sales.
Barbara Topolska, MBA, a native of Poland, General Director at CPI Property Group in the investment, development and operational activities in retail, office and hotel business of the company In Poland. Prior to this, she has held positions such as Multi Corporation as the Managing Director of CEE region, responsible for CEE market area. She also has over 13 years’ experience at Neinver SA where she worked in different positions and developed and managed a real estate portfolio. Topolska is experienced leader and expert in the real estate sector. She held key positions in international development and asset management companies.
All candidates have consented to being elected and are independent of the company or its major shareholders, except for Alexander Ehrnrooth, who is dependent of the major shareholder. 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.
YIT Corporation’s three largest shareholders according to Euroclear’s shareholder register on August 31, 2018 are the shareholder group (PNT Group Oy, Noora Forstén, Fideles Oy, Kristina Pentti-von Walzel, Eva Pentti-Kortman and Kristian Pentti.), Tercero Invest AB and Varma Mutual Pension Insurance Company. 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)
– Alexander Ehrnrooth, President and CEO, Tercero Invest AB (10.19% shares and votes)
– Risto Murto, President and CEO, Varma Mutual Pension Insurance Company (7.55% shares and votes)
The Chairmanof YIT Corporation’s Board of Directors, Harri-Pekka Kaukonen, participates in the Nomination Board’s work as an expert member. The Nomination Board’s Chairman is Counsellor of Law Juhani Mäkinen.
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 2019, which will be published February 1, 2019.
For further information, please contact:
Juhani Mäkinen, Chairman of the Nomination Board. tel. + 358 40 500 5177
Juha Jauhiainen, Corporate General Counsel, YIT Corporation, tel. + 358 40 725 9643
YIT CORPORATION
Hanna Jaakkola
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 pro forma revenue for 2017 was over EUR 3.8 billion. YIT Corporation's share is listed on Nasdaq Helsinki Oy. www.yitgroup.com