Resolutions passed at the Annual General Meeting of YIT Corporation
YIT Corporation Stock Exchange Release March 12, 2019 at 12:20 p.m.
The Annual General Meeting of YIT Corporation held today, March 12, 2019, adopted the 2018 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 0.27 be paid per share, or a total of EUR 56.7 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 14, 2019, 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 16, 2019.
Composition of the Board of Directors and their fees
The Annual General Meeting resolved to elect a Chairman, Vice Chairman and six 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 as the Vice Chairman and re-elected members Olli-Petteri Lehtinen, Kristina Pentti-von Walzel and Tiina Tuomela as well as Alexander Ehrnrooth, Frank Hyldmar and Barbara Topolska as new 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 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, 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, 2019.
It was also decided that in addition to the fixed annual fee, the Board members be paid a meeting fee of EUR 800 per meeting to Board member living in Finland and a meeting fee of EUR 2,000 per meeting to member living elsewhere in Europe. In addition, the members of Board Committees are paid an attendance fee of EUR 800 for each committee meeting to a committee member living in Finland and to a committee member living elsewhere in Europe an attendance fee of EUR 2,000 for each committee meeting. Per diems for trips in Finland and abroad are paid in accordance with the State’s travel compensation regulations.
The members of the Shareholders’ Nomination Board, including the expert member, will be paid a meeting fee of EUR 800 per a Board meeting and the Chairman be paid EUR 1,600 per a Board meeting.
Election of the auditor and their fee
PricewaterhouseCoopers, Authorised Public Accountants, was elected as the company’s auditor, with Markku Katajisto, Authorised Public Accountant, as the chief auditor. The auditor’s fees will be paid according to 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, 2018.
The authorisation is valid until June 30, 2020.
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, 2018.
The authorisation is valid until June 30, 2020.
On March 12, 2019, the total number of YIT shares is 211,099,853 and YIT holds 1,051,843 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 26, 2019, 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 and living services, business premises and entire areas. We are also specialised in demanding infrastructure construction and paving. Together with our customers, our nearly 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 2018 was approximately EUR 3.8 billion. YIT Corporation's share is listed on Nasdaq Helsinki Oy. www.yitgroup.com