Resolutions passed at the Annual General Meeting of YIT Corporation

YIT Corporation Stock Exchange Release 16 March 2023 at 12:45 p.m. 

Resolutions passed at the Annual General Meeting of YIT Corporation 

The Annual General Meeting of YIT Corporation held today, 16 March 2023, adopted the 2022 financial statements and discharged the members of the Board of Directors and the President and CEO from liability. The Annual General Meeting approved the Remuneration Report for the company’s governing bodies for the financial year 2022. The decision was advisory. The Annual General Meeting also decided on the distribution of dividends, the composition of the Board of Directors and their fees, amending the articles of association, the election of the auditor and its fees for financial years 2023 and 2024 as well as authorising the Board of Directors to decide on the repurchase of company shares and share issues. 

Distribution of dividends 

It was decided that a dividend of EUR 0.18 be distributed per share, based on the situation on the date of the meeting, a total of approximately EUR 38 million, as proposed by the Board of Directors, and that the dividend will be paid in two equal instalments. No dividend will be paid on treasury shares. 

The first instalment of the dividend shall be paid to the shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Oy on the dividend record date of 21 March 2023. It was decided that dividend for this instalment be paid on 5 April 2023. 

The second instalment of dividend shall be paid in October 2023. The second instalment of the dividend shall be paid to shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Oy on the dividend record date, which, together with the payment date, shall be decided by the Board of Directors in its meeting scheduled for September 2023. The dividend record date for the second instalment as per the current rules of the Finnish book-entry system would be 3 October 2023, at the earliest and the dividend payment date 11 October 2023 at the earliest. 

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 re-elected as the Chairman, Jyri Luomakoski elected as the Vice Chairman and Sami Laine, Casimir Lindholm, Keith Silverang, Barbara Topolska and Kerttu Tuomas re-elected 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 105,000 

• Vice Chairman and Chairmen of the permanent Committees: EUR 73,500, unless the same person is Chairman of the Board or Vice Chairman of the Board and 

• members EUR 52,500. 

In addition, it was decided that the annual remuneration for the members of the Board of Directors shall be paid in company shares so that 40% of the annual fee is paid in YIT Corporation shares to be purchased on the Board members’ behalf from the market at a price determined in public trading from a regulated market (Nasdaq Helsinki Ltd). The shares will be purchased within two weeks of the publication of the Interim Report for the period 1 January–31 March 2023. The company will pay any costs related to the purchase of company shares. 

In addition to the fixed annual fee, the members of the Board and its permanently and temporarily appointed committees living in Finland be paid a meeting fee of EUR 800 per meeting and members living elsewhere in Europe be paid EUR 2,000, also for meetings of the Board and its committees held via electronic remote connections or by telephone.  

The chairman of the Board and the chairmen of the permanent and temporarily appointed committees be paid a meeting fee of EUR 1,600 per meeting. Per diems are paid for trips in Finland and abroad in accordance with YIT Corporation’s and tax authorities’ travelling 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. 

Amending the Articles of Association 

The Annual General Meeting resolved on amending provisions in the Articles of Association which relate to the auditor’s term and matters to be decided by the Annual General Meeting (Articles 7 and 9). Said amendments of the Articles of Association related to the proposals concerning the appointment of the auditor.  

Election of the auditors and their fee 

PricewaterhouseCoopers, Authorised Public Accountants, was elected as the company’s auditor for financial year 2023, with Samuli Perälä, Authorised Public Accountant, as the chief auditor. The auditor’s fees will be paid according to the invoices approved by the company. The auditor’s term shall begin upon the closing of Annual General Meeting 2023 and end upon the closing of the following Annual General Meeting 2024. 

Ernst & Young Oy, Authorised Public Accountants, was elected as the company’s auditor for financial year 2024, with Mikko Rytilahti, Authorised Public Accountant, as the chief auditor. The auditor’s term shall begin upon the closing of the Annual General Meeting 2024 and end upon the closing of the following Annual General Meeting 2025. 

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 17 March 2022. 

The authorisation is valid until 30 June 2024. 

Share issues 

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 21,000,000. The Board of Directors has the right to decide on all terms and conditions of issuing shares. 

The authorisation reverses the authorisation to decide on share issues by the Annual General Meeting on 17 March 2022.  

The authorisation is valid until 30 June 2024. 

Other information 

On 16 March 2023, the total number of YIT shares is 211,099,853 and YIT holds 1,588,707 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 30 March 2023, at the latest. 

For further information: 
Juha Jauhiainen, Corporate General Counsel, YIT Corporation, tel. +358 40 725 9643, juha.jauhiainen@yit.fi

YIT Corporation 

Tuomas Mäkipeska 
CFO 

Distribution: Nasdaq Helsinki, major media, www.yitgroup.com  

YIT is the largest Finnish and a significant North European development and construction company. We develop and build sustainable living environments: functional homes, future-proof public and commercial buildings, infrastructure for smooth mobility, and renewable energy solutions to benefit the climate. We employ around 5,000 professionals in nine countries: Finland, Sweden, Norway, Estonia, Latvia, Lithuania, the Czech Republic, Slovakia and Poland. Our revenue in 2022 was EUR 2.4 billion. YIT Corporation's share is listed on Nasdaq Helsinki. Read more: www.yitgroup.com