Resolutions passed at the Annual General Meeting of YIT Corporation
YIT Corporation Stock Exchange Release March 16, 2018 at 12:20 noon
The Annual General Meeting of YIT Corporation held today, March 16, 2018, adopted the 2017 financial statements and discharged the members of the Board of Directors and the President and CEO from liability. The Annual General Meeting decided on the dividend payout, the composition of the Board of Directors and their fees, the election of the auditor and its fees as well as authorising the Board of Directors to decide on the repurchase of company shares and share issues.
It was decided that a dividend of EUR 0.25 be paid per share, or a total of EUR 52.4 million, as proposed by the Board of Directors, and that the remainder of the earnings be retained in distributable equity. No dividend will be paid on treasury shares. The right to a dividend rests with a shareholder who, by the record date of March 20, 2018, has been entered as a shareholder in the company’s shareholder register maintained by Euroclear Finland Ltd. It was decided that the dividend will be paid on April 12, 2018.
Composition of the Board of Directors and their fees
The Annual General Meeting resolved to elect a Chairman, Vice Chairman and five ordinary members to the Board of Directors for a term ending at the close of the next Annual General Meeting following their election, namely: Harri-Pekka Kaukonen as the Chairman, Eero Heliövaara (new) as the Vice Chairman and Erkki Järvinen, Olli-Petteri Lehtinen (new), Inka Mero, Kristina Pentti-von Walzel and Tiina Tuomela as members.
It was resolved 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, it was decided 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 was also decided that the Board members be paid a meeting fee of EUR 550 per meeting in addition to the fixed annual fee. In addition, the members of Board Committees are paid an attendance fee of EUR 550 for each committee meeting. Per diems for trips in Finland and abroad are paid in accordance with the state’s travel compensation regulations.
Election of the auditor and their fee
PricewaterhouseCoopers, Authorised Public Accountants, was elected as the company’s auditor, with Juha Wahlroos, Authorised Public Accountant, as chief auditor. The auditor’s fees will be paid against the invoices approved by the company.
Repurchase of the company’s own shares
The Annual General Meeting authorised the Board of Directors to decide on the purchase of company shares as proposed by the Board of Directors. The authorisation covers the purchasing of a maximum of 21,000,000 company shares using the company’s unrestricted equity. The authorisation reverses the authorisation to purchase the company's own shares issued by the Annual General Meeting on March 16, 2017.
The authorisation is valid until June 30, 2019.
The Annual General Meeting authorised the Board of Directors to decide on share issues as proposed by the Board of Directors. The authorisation can be used in full or partially by issuing shares in the company in one or more tranches so that the maximum number of shares issued is a total of 42,000,000. The Board of Directors has the right to decide on all of the terms and conditions of issuing shares.
The authorisation reverses the authorisation to decide on share issues by the Annual General Meeting on March 16, 2017.
The authorisation is valid until June 30, 2019.
On March 16, 2018, the total number of YIT shares is 211,099,853 and YIT holds 1,408,213 of its own shares.
The minutes of the Annual General Meeting will be available on the Internet at the company’s website www.yitgroup.com by March 30, 2018, at the latest.
For further information, please contact:
Juha Jauhiainen, Corporate General Counsel, YIT Corporation, +358 40 725 9643, email@example.com
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