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- Stock Exchange Release
- 06.02.2009 07:10 CET
INVITATION TO YIT CORPORATION'S ANNUAL GENERAL MEETING
ANNUAL GENERAL MEETING FEBRUARY 6, 2009 at 08:10
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 11, 2009, starting at 1:00 pm (Finnish time) in Finlandia Hall, Conference Wing, Hall A, address: Mannerheimintie 13 e, 00100 Helsinki, Finland (entrances M1 and K1).
The check-in of those who have signed up for the meeting, distribution of ballots and serving of coffee will start at 12:00 pm (Finnish time).
Matters to be considered at the meeting
1. The matters specified as being the business of Annual General Meetings in Article 9 of the Articles of Association.
The agenda is available on the company's Internet site at www.yitgroup.com/agm2009. 1.1. Dividend payout The Board of Directors proposes to the Annual General Meeting that it decide on the payment of a dividend of EUR 0.50 per share and that the right to a dividend rests with a shareholder who, by the record date of March 16, 2009, has been entered as a shareholder in the company's shareholder register that is kept by Finnish Central Securities Depository Ltd. The Board of Directors proposes that the dividend be paid on April 2, 2009.
1.2. Board of Directors The nomination and rewards committee of the Board of Directors proposes that the Chairman, Vice Chairman and 5 ordinary members of the Board of Directors be elected, namely Henrik Ehrnrooth as Chairman, Eino Halonen as Vice Chairman and Kim Gran, Reino Hanhinen, Antti Herlin, Satu Huber and Lauri Ratia as members. In addition, it will be proposed that the Board of Directors' 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) plus a meeting fee of EUR 500 for each meeting. Also, it will be proposed that similarly EUR 500 be paid to the members of the committees of the Board of Directors for each committee meeting. Per diems for trips in Finland and abroad will be proposed to be paid in accordance with the State's travelling compensation regulations.
1.3. Auditor The Audit Committee of the Board of Directors proposes that PricewaterhouseCoopers Oy, Authorised Public Accountants, be elected as the company's auditor.
2. Authorising the Board of Directors to decide on share buyback and on the disposal of treasury shares
2.1. The Board of Directors' proposal 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
2.1.1. A maximum of 10,100,000 company shares may be purchased..
2.1.2. The shares will be purchased in disproportion to shareholders' holdings. They will be purchased in public trading on NASDAQ OMX Helsinki Oy.
2.1.3. The shares will be purchased at their market value in public trading on NASDAQ OMX Helsinki Oy at the time of purchase.
2.1.4. 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 Extraordinary General Meeting on October 6, 2008.
The Board of Directors proposes that the authorisation be valid until the conclusion of the next Annual General Meeting.
2.2. The Board of Directors' proposal that the Annual General Meeting authorise the Board of Directors to decide on the disposal of treasury shares
2.2.1. The maximum number of shares that can be disposed of under the authorisation is 12,700,000 of the shares bought back for and held by the company.
2.2.2. The Board of Directors will be authorized to decide whom the shares will be transferred to, and in which order. The Board of Directors may decide to dispose of the company's own shares as a directed issue in derogation from shareholders' pre-emptive right.
2.2.3. The Board of Directors will be authorised to decide on the disposal and all of the terms and conditions of the disposal regardless of the purpose for which the treasury shares were originally purchased.
The Board of Directors proposes that the authorisation reverses the authorisation to divest the company's own shares issued by the Extraordinary General Meeting on October 6, 2008.
The Board of Directors proposes that the authorisation be valid until the conclusion of the next Annual General Meeting.
Annual General Meeting documents
Financial statements data for 2008 will be available for inspection by shareholders for a week prior to the meeting at the company's head office, located at Panuntie 11, Helsinki, Finland, and on the Company's Internet site www.yit.fi. Printed copies of the company's Annual Report for 2008 will be mailed upon request. The Annual Report will be available on the Company's Internet site as from the week starting February 16, 2008.
Participation right
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 Finnish Central Securities Depository Ltd, by no later than February 27, 2009. A shareholder whose shares are nominee registered and who wishes to participate in the Annual General Meeting and use his right of vote, must temporarily register in the shareholder register by no later than February 27, 2009.
Notification
Shareholders must register for the meeting by no later than March 4, 2009, using one of the following methods: 1) On YIT Corporation's Internet site www.yitgroup.com/agm2009 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 4, 2009 at 4:00 pm.
It is requested that the company be notified of any proxies at that time and that any proxies be sent to YIT Corporation, Marja Salo, P.O. Box 36, FI-00621 Helsinki, Finland, before the expiry of the registration period.
Helsinki, February 5, 2009
YIT Corporation Board of Directors
Distribution: NASDAQ OMX, principal media, www.yitgroup.com