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- Stock Exchange Release
- 04.02.2010 07:05 CET
INVITATION TO YIT CORPORATION'S ANNUAL GENERAL MEETING
STOCK EXCHANGE RELEASE FEBRUARY 4, 2010 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 Wednesday, March 10, 2010, starting at 1:00 p.m. (Finnish time) in Finlandia Hall, Conference Wing, Hall A, located at the address: Mannerheimintie 13, Helsinki (entrance through doors M1 and K1).
A. Matters to be considered at the meeting
The following items are to be considered at the meeting:
1. Opening of the meeting
2. Election of the chair and secretary for the meeting
3. Election of persons to check the minutes and control the counting of the votes
4. Approval of the voting list
5. Establishment of the validity of the meeting
6. Review by the President and CEO, presentation of the financial statements for 2009, the report of the Board of Directors, the consolidated financial statements and the auditor's report
Presentation of the review by the President and CEO
7. Adoption of the financial statements and the consolidated financial statements
8. Decision on measures warranted by the profit shown in the balance sheet adopted
The Board of Directors proposes to the Annual General Meeting that it decide on the payment of a dividend of EUR 0.40 per share and that the rest of the profit be carried forward to distributable equity. No dividend will be paid for the treasury shares.
Further the Board of Directors proposes that the Annual General Meeting grants the Board the authority to donate the sum of no more than EUR 500,000 to support activities of colleges and universities and, in the same context, that the Board of Directors be authorised to decide the schedule of payments and any other terms and conditions governing the donations.
9. Decision on the record date and payment date for dividends
The right to a dividend rests with a shareholder who, by the record date of March 15, 2010, has been entered as a shareholder in the company's shareholder register that is maintained by Euroclear Finland Ltd. The Board of Directors proposes that the dividend be paid on April 7, 2010.
10. Discharge of the members of the Board of Directors and the president from liability
11. Approval of 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 ordinary members be elected to the Board of Directors.
12. Decision on the fees for the chairman, vice chairman and members of the Board of Directors
The Board's Nomination and Rewards Committee proposes that the Board of Director's meeting fees be kept unchanged, i.e. that the following fees be paid to the Board of Directors: Chairman EUR 6,000/month (EUR 72,000/year), Vice Chairman EUR 4,500/month (EUR 54,000/year), member EUR 3,500/month (EUR 42,000/year) and a meeting fee of EUR 500 per meeting. In addition, it is proposed that similarly EUR 500 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 fee to be paid to the auditor
The Board's Audit Committee proposes that the auditor's fees will be paid against their invoices approved by the company.
14. Election of the chairman, vice chairman and 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 Vice Chairman, and Kim Gran, Eino Halonen, Antti Herlin, Satu Huber and Lauri Ratia as members of the Board of Directors. All candidates have consented to being elected. The candidates are members of the company's Board of Directors and presented 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 share buyback and share issues
The Chairman of the Board of Directors presents the Board of Director's proposal on share buyback and share issues:
16.1.The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorise the Board of Directors to decide on the purchase of company shares using the company's unrestricted equity under the following terms and conditions:
16.1.1. A maximum of 10,500,000 company shares may be purchased. 16.1.2. The shares will be purchased in disproportion to shareholders' holdings.
They will be purchased in public trading on NASDAQ OMX Helsinki Oy. 16.1.3. The shares will be purchased at their market value in public trading on NASDAQ OMX Helsinki Oy at the time of purchase. 16.1.4. The share buyback will decrease the company's distributable unrestricted equity.
The Board of Directors proposes that the authorisation reverses the authorisation to purchase the company's own shares issued by the Annual General Meeting on March 11, 2009. The Board of Directors proposes that the authorisation be valid for 18 months after its granting.
16.2. The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorise the Board of Directors to decide on share issues:
16.2.1. The authorisation can be used in full or partially by issuing shares in the company in one or more share issues so that the total number of shares issued is 25,000,000. 16.2.2. The Board of Directors may decide on the transfer of shares in share issues in derogation from shareholders' pre-emptive right. The Board of Directors is authorised to decide to whom and in which order shares will be issued. In the share issue, shares may be issued for subscription against consideration or for no consideration. 16.2.3. Based on the authorisation, the Board of Directors may also decide on a free share issue to the company itself so that the number of shares held by the company after the share issue represents a maximum of 10% of all shares in the company. This amount includes all the shares held by the company and its subsidiaries pursuant to Chapter 15, Section 11 (1) of the Companies Act. 16.2.4. The authorisation includes the right of the Board of Directors to decide on the terms and conditions of share issues and matters related to measures in accordance with the Companies Act, including the right to decide whether any subscription price be recognised in full or in part under invested unrestricted equity fund or as an increase in share capital. 16.2.5. The share issue authorisation pursuant to this item also includes the Board of Director's authorisation to decide on the transfer of own shares held by the company and own shares to be purchased based on the authorisation described above. The authorisation concerns a maximum of 12,645,000 shares to be purchased and held by the company. The Board of Directors is authorised to decide on the purpose of assignment of the shares and on all terms and conditions associated with the assignment, irrespective of the purpose for which the treasury shares held by the company originally were acquired.
The Board of Directors proposes that the authorisation reverses the authorisation to dispose of the company's own shares issued by the Annual General Meeting on March 11, 2009. The Board of Directors proposes that the authorisation be valid for five years after its granting.
17. Closing of the meeting
B. Annual General Meeting documents
The company's financial statements bulletin, proposals of the Board of Director's and its committees as well as this notice of meeting will be available for inspection by shareholders as from February 4, 2010 on the Internet at 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 February 17, 2010 on the Internet at the company website www.yitgroup.com. Printed copies of the company's Annual Report for 2009 will be mailed upon request. The Board of Directors' and committees' proposals and financial statement documents will be available at the Annual General Meeting.
The minutes of the Annual General Meeting will be available on the Internet at the company website www.yitgroup.com by March 24, 2010.
C. Instructions for those participating in the Annual General Meeting
Participation right and registration
In order to have the right to participate in the Annual General Meeting, the shareholder must be registered in the company's shareholder register, which is maintained by Euroclear Finland Ltd, no later than on the record date of the Annual General Meeting, February 26, 2010. Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered in the company's shareholder register.
A shareholder who wishes to participate in the Annual General Meeting should register no later than on March 5, 2010 using one of the following methods: 1. On YIT Corporation's Internet site www.yitgroup.com/agm, following the instructions therein 2. By sending a telefax to +358 20 433 2077 3. By telephoning Marja Salo, +358 20 433 2470 or Pirkko Pesonen, +358 20 433 2453 4. By sending a letter to YIT Corporation, Marja Salo, P.O. Box 36, FI-00621 Helsinki, Finland.
When the shareholder registers for the meeting through the Internet or by telephone, letter or telefax, the message must reach the company prior to the end of the registration period on March 5, 2010 at 4:00 p.m..
The shareholder's name, personal ID number or business ID, address and name of any assistant, proxy or legal representative must be declared in connection with the registration. Personal data disclosed by shareholders to YIT Corporation will only be used in connection with the Annual General Meeting and the processing of related necessary registrations.
In accordance with Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting is entitled to ask questions about matters considered at the meeting.
Use of a representative and proxy
A shareholder is allowed to participate in the Annual General Meeting and exercise his rights through a proxy.
The shareholder's representative must present a dated proxy or otherwise reliably prove that he is entitled to represent the shareholder. If a shareholder participates in the general meeting through various representatives who represent the shareholder with shares in different security accounts, the shares based on which each representative represents the shareholder must be reported in connection with the registration.
It is requested that the company be notified of any proxies at that time and that any original proxies be sent to YIT Corporation, Marja Salo, P.O. Box 36, FI-00621 Helsinki, Finland, before the expiry of the registration period.
Holder of nominee registered share
A shareholder whose shares are nominee registered and who wishes to participate in the Annual General Meeting and exercise his right to vote must be temporarily entered in the company's shareholder register in order to participate in the general meeting by March 5, 2010 by 10:00 a.m. The asset manager's account operator may notify the holder of a nominee registered share to be temporarily entered in the company's shareholder register, and such shareholders are entitled to participate in the general meeting if they, based on their shareholding, have the right to be entered in the shareholder register on the general meeting record date, February 26, 2010. The notification of temporary registration in the company's shareholder register concerning nominee registered shareholders is considered registration for the Annual General Meeting.
A holder of nominee registered shares is urged to request his asset manager to provide the required instructions concerning registration with the shareholder register, issuance of proxies and registration for the general meeting.
Other information
On the date of the invitation to the meeting, the company had a total of 127,223,422 shares and votes.
Registration of meeting participants who have signed up for the meeting and the distribution of ballots and coffee will begin at 12:00 p.m.
Helsinki, February 3, 2010
YIT Corporation Board of Directors
Distribution: NASDAQ OMX, principal media, www.yitgroup.com