Notice convening YIT Corporation’s Annual General Meeting

Notice convening YIT Corporation’s Annual General Meeting

The shareholders of YIT Corporation are invited to attend the Annual General Meeting to be held on Thursday, 16 March 2023, starting at 10:00 a.m. (Finnish time GMT+2) in Messukeskus Siipi, located at the address Rautatieläisenkatu 3, 00520 Helsinki, Finland.

Check-in for those who have registered for the meeting, distribution of voting tickets and coffee service will start at the meeting venue at 9:00 a.m. (Finnish time).

Shareholders may also use their voting rights by voting in advance. Further information on the advance voting is presented in section C. 2. of this notice.

A. Matters to be considered at the Annual General Meeting

1. Opening of the meeting

2. Election of the chair and calling the secretary of the meeting

3. Election of the persons to scrutinize the minutes and to supervise the counting of votes

4. Adoption of the list of votes

5. Recording the legality of the meeting

6. Presentation of the financial statements, the report of the Board of Directors, the consolidated financial statements and the auditor’s report for the year 2022

The President and CEO reviews the year 2022 and presents the outlook for 2023.

YIT Corporation’s Annual Review, which includes the parent company’s financial statements, the report of the Board of Directors, the consolidated financial statements and the auditor’s report, will be available on the Company’s website at www.yitgroup.com as of 16 February 2023.

7. Adoption of the financial statements and the consolidated financial statements

8. Resolution on the measures warranted by the profit shown on the adopted balance sheet, distribution of dividend and decision on the record date and payment date for dividends

The Board of Directors proposes that a dividend of EUR 0.18 per share be paid based on the balance sheet to be adopted for the year 2022 and that the dividend shall be paid in two equal instalments.

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. The Board of Directors proposes that dividend for this instalment be paid on 5 April 2023.

The second instalment of the 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 rules of the Finnish book-entry system in force at the date of this notice would be 3 October 2023 at the earliest and the dividend payment date 11 October 2023 at the earliest.

9. Discharge of the members of the Board of Directors and the President and CEO from liability

10. Presentation and adoption of the remuneration report for the Company’s governing bodies

The remuneration report for the Company’s governing bodies will be available on the Company’s website at www.yitgroup.com as of 16 February 2023.

11. Decision on the remuneration of the Chairman, Vice Chairman and members of the Board of Directors and remuneration of the Nomination Board

The Nomination Board proposes 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 of the Board 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, the Shareholders’ Nomination Board proposes that the annual remuneration for the members of the Board of Directors shall be paid in Company shares so that 40 per cent 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.

It is recommended by the Nomination Board that members of the Board of Directors do not transfer the shares awarded to them as a fixed annual fee until their term on the Board expires.

The Nomination Board views that long-term oriented and increasing share ownership by the members of the Board of Directors benefits all shareholders.

The Nomination Board further proposes that 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.

It is also proposed that 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 proposed to be paid for trips in Finland and abroad in accordance with YIT Corporation’s and tax authorities travelling compensation regulations.

In addition, the Nomination Board proposes that the members of the Shareholders’ Nomination Board, including the expert member, be paid a meeting fee of EUR 800 per a Board meeting and the Chairman be paid EUR 1,600 per a Board meeting.

12. Decision on the number of members of the Board of Directors

The Shareholders’ Nomination Board proposes that a Chairman, a Vice Chairman and five (5) ordinary members be elected to the Board of Directors.

13. Election of the Chairman, Vice Chairman and members of the Board of Directors

The Shareholders’ Nomination Board proposes that Harri-Pekka Kaukonen be re-elected as Chairman, Jyri Luomakoski as Vice Chairman and Sami Laine, Casimir Lindholm, Keith Silverang, Barbara Topolska and Kerttu Tuomas be re-elected as members for a term ending at the close of the next Annual General Meeting following their election.

The shareholders take a position on the proposal as a whole. In preparing its proposals the Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, has determined that the proposed Board of Directors as a whole also has the best possible expertise for the Company and that the composition of the Board of Directors meets other requirements of the Finnish Corporate Governance Code for listed companies.

Of the present members of the Board, Eero Heliövaara, Frank Hyldmar and Olli-Petteri Lehtinen have announced that they are not available for re-election to the Board of Directors of YIT Corporation for a new term.

Essential information regarding the proposed persons are available on the Company’s website at www.yitgroup.com/agm2023.

14. Amending the Articles of Association

The Board of Directors proposes that the General Meeting resolve 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 relate to the proposals concerning the appointment of the auditor set forth in item 15 of this notice. The Board of Directors’ proposal to amend the Articles 7 and 9 has been enclosed to the notice as Schedule 1.

15. Decisions concerning the auditor

YIT Corporation is obligated to organise an audit firm selection procedure in accordance with the EU Audit Regulation for the appointment of an auditor for the financial year 2024 due to the obligation to rotate auditors laid down in the Regulation. For this reason, and as the EU Audit Regulation requires at least two choices to be included in the recommendation of the Audit Committee of the Board of Directors, the Audit Committee of the Board of Directors has evaluated the schedule for electing an auditor and recommends an auditor also for the financial year 2024 be elected already in this Annual General Meeting 2023. This would be justified, among other things, to allow the elected audit firm sufficient time to prepare for the task properly.

Pursuant to the EU Audit Regulation, the Audit Committee of the Board of Directors has organised a statutory audit firm selection procedure and prepared its recommendation for the election of auditor to the Board of Directors in accordance with the Audit Regulation. The Audit Committee of the Board of Directors set the selection criteria which included, among others, audit and transition plans as well as methods related thereto, the competence and experience of the audit team and pricing. The selection process included comprehensive written supplier profiles and several phases such as reference reviews, interviews, discussions and presentations. After careful consideration based on the selection criteria, the Audit Committee’s primary recommendation for audit firm for the financial year 2024 is Ernst & Young Oy and the secondary recommendation is KPMG Oy Ab.

The Audit Committee states that its recommendation is free from influence by a third party and that no clause of a contract of the kind referred to in Article 16(6) of the EU Audit Regulation restricting the choice of the auditor by the General Meeting has been imposed upon it.

Based on the above, the Board of Directors proposes on recommendation of the Audit Committee the following three items 15. a) to 15. c) in relation to the auditors’ fees and the election of the auditor for financial years 2023 and 2024. The shareholders take a position on each of the items separately.

15. a) Decision on the remuneration of the auditor for financial years 2023 and 2024

The Board of Directors proposes on recommendation of the Audit Committee that the fees of each of the auditors to be appointed for financial years 2023 and 2024 be paid according to their invoices approved by the Company.

15. b) Election of the auditor for financial year 2023

The Board of Directors proposes on recommendation of the Audit Committee that PricewaterhouseCoopers Oy, Authorised Public Accountants, be elected as the Company’s auditor for financial year 2023. PricewaterhouseCoopers Oy has nominated Samuli Perälä, Authorised Public Accountant, as the chief auditor. The auditor’s term shall begin upon the closing of this Annual General Meeting 2023 and end upon the closing of the following Annual General Meeting 2024.

15. c) Election of the auditor for financial year 2024

The Board of Directors proposes on recommendation of the Audit Committee that based on the audit firm selection procedure, Ernst & Young Oy, Authorised Public Accountants, be elected as the Company’s auditor for financial year 2024. Ernst & Young Oy has nominated 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.

The proposal concerning the election of the auditor for financial year 2024 (item 15. c)) is conditional on the General Meeting resolving to approve the changes to Articles 7 and 9 in the Articles of Association as proposed in item 14. above and that said changes will be registered with the Trade Register.

16. Authorisation of the Board of Directors to decide on the repurchase of own shares

The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the repurchase of the Company’s own shares using the Company’s unrestricted equity under the following terms and conditions:

A maximum of 21,000,000 Company shares may be purchased, corresponding to about 10% of all Company shares. However, the number of shares held by the Company may not represent more than 10% of all shares in the Company. This number includes all the treasury shares held by the Company and its subsidiaries pursuant to Chapter 15, Section 11(1) of the Limited Liability Companies Act.

The Board of Directors is authorised to decide how Company shares are purchased. Company shares may be purchased at a price determined by public trading on the day of purchase or at a price otherwise determined at the market. Shares may be purchased in a proportion other than that of the shares held by the shareholders.

The Board of Directors proposes that the authorisation shall revoke the authorisation to repurchase the Company’s own shares issued by the Annual General Meeting on 17 March 2022. The Board of Directors proposes that the authorisation be valid until 30 June 2024.

17. Authorisation of the Board of Directors to decide on share issues

The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on share issues under the following terms and conditions:

The authorisation may be used in full or in part 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, corresponding to about 10% of all Company shares.

The Board of Directors is authorised to decide all the terms and conditions of issuing shares. The Board of Directors may also decide on the conveyance of the shares issued in deviation from the shareholders’ pre-emptive subscription rights. Shares can be issued for subscription with or without consideration.

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 number includes all the treasury shares held by the Company and its subsidiaries pursuant to Chapter 15, Section 11(1) of the Limited Liability Companies Act.

The Board of Directors proposes that the authorisation shall revoke the authorisation to decide on share issues by the Annual General Meeting on 17 March 2022. The Board of Directors proposes that the authorisation be valid until 30 June 2024.

18. Closing of the meeting 

B. Documents of the Annual General Meeting

The above proposals on the agenda of the Annual General Meeting and this notice of meeting will be available on YIT Corporation’s website at www.yitgroup.com/agm2023. The Company’s Annual Review, which includes the parent company’s financial statements, consolidated financial statements, the report of the Board of Directors and the auditor’s report, as well as the remuneration report for YIT Corporation’s governing bodies will be available on said website on 16 February 2023, at the latest. The proposals and the other documents referred to above will also be available for viewing in the General Meeting.

The minutes of the Annual General Meeting will be available on the said website on 30 March 2023 at the latest.

C. Instructions for those participating in the Annual General Meeting

1. Shareholders registered in the shareholders’ register

In order to have the right to participate in the Annual General Meeting, a shareholder must be registered in the Company’s shareholders’ register, which is maintained by Euroclear Finland Oy, no later than the record date of the Annual General Meeting on 6 March 2023. A shareholder whose shares are registered in the shareholders’ personal Finnish book-entry account has been registered in the shareholders’ register of the Company.

Changes in shareholdings occurring after the record date of the Annual General Meeting shall not affect the right to attend the meeting or the voting rights of the shareholder.

The registration for the General Meeting starts at 10:00 a.m. Finnish time on 10 February 2023. A shareholder participating in the General Meeting, whose shares are registered in the shareholder’s personal Finnish book-entry account shall register for the Annual General Meeting no later than by 10:00 a.m. Finnish time on 13 March 2023. The registration shall take place by using either of the following methods:

a) Online through YIT Corporation’s website at www.yitgroup.com/agm2023. Shareholders who are natural persons must sign in to the online registration service using strong electronic authentication with a Finnish bank ID or a Finnish mobile certificate. Shareholders who are legal persons are required to sign in using their book-entry account number and their business ID or identification code. Alternatively, shareholders who are legal persons can authorise a proxy representative via the Suomi.fi service at www.suomi.fi/e-authorizations using the authorisation for ‘Representation at the General Meeting’. The proxy representative authorised via the Suomi.fi service must sign in to the online registration service using strong electronic authentication with a Finnish bank ID or a Finnish mobile certificate.

b) By telephone at the number +358 20 770 6890 between 9 a.m. and 4 p.m. Finnish time on business days.

The requested information such as the shareholder’s name, personal identification number or business ID, address, telephone number and email address, the name of a potential proxy representative and/or assistant and the personal identification number of the proxy representative must be given in connection with the registration.

The personal data disclosed by the shareholders to YIT Corporation and Euroclear Finland Oy will only be used in connection with the Annual General Meeting and the processing of related necessary registrations.

A shareholder, their representative or proxy representative shall, upon request, be able to prove their identity and/or right of representation at the meeting venue.

2. Advance voting

Shareholders with a Finnish book-entry account can vote in advance on certain matters on the agenda through a service available the Company’s website at www.yitgroup.com/agm2023 between 10:00 a.m. Finnish time on February 10, 2023 and 10:00 a.m. Finnish time on March 13, 2023. Shareholders can sign in to the service the same way as to the online registration service referred to above in section C. 1. A) of these instructions.

Proposed resolutions that are subject to advance voting are considered to have been presented unchanged in the General Meeting, and the advance votes are taken into account in a vote held at the meeting venue also in circumstances where an alternative resolution has been proposed concerning the matter. Taking the votes into account requires that shareholders who voted in advance are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the General Meeting. Unless shareholders voting in advance are present at the General Meeting in person or by way of proxy representation, they will not be able to use their rights under the Limited Liability Companies Act to request information or a vote.

3. Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting based on the shares that would entitle him/her to be registered in the shareholders’ register on the record date of the Annual General Meeting maintained by Euroclear Finland Oy on 6 March 2023. In addition, the right to participate requires that the holder of nominee registered shares is temporarily entered into the shareholders’ register maintained by Euroclear Finland Oy based on these shares on 13 March 2023, at 10:00 a.m. at the latest. This is considered registration for the Annual General Meeting as regards nominee registered shares. Changes in shareholdings occurring after the record date of the Annual General Meeting shall not affect the right to attend the meeting or the voting rights of the shareholder.

Holders of nominee registered shares are advised to request from their custodian bank the necessary instructions regarding temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and voting instructions and registration for the Annual General Meeting. The account operator of the custodian bank has to register a holder of nominee registered shares who wishes to participate in the Annual General Meeting into the temporary shareholders’ register of the Company at the latest by the time stated above.

4. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative of shareholder may also vote in advance in the manner described in section C. 2. of these instructions if they so wish.

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder in the General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares held in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

A proxy template is available on the Company’s website at www.yitgroup.com/agm2023.

Any proxy documents should be announced in connection with registration, and the original proxy documents should be delivered by post to YIT Corporation, AGM, P.O. Box 36, 00621 Helsinki, Finland, prior to the end of the registration period. Alternatively, a copy of the proxy document can be delivered by email to agm@yit.fi, in addition to which the original proxy document must be presented at the meeting venue.

In addition to delivering a proxy document, the shareholder or their proxy representative must see to the registration to the General Meeting in the manner described in section C. 1. of these instructions.

A shareholder who is a legal person may, as an alternative for a traditional power of attorney, use the electronic Suomi.fi authorisation service for authorizing a proxy representative. The proxy representative will be authorised in the Suomi.fi service at the address www.suomi.fi/e-authorizations (authorisation ‘Representation at the General Meeting’). In the general meeting service the proxy representative must in connection with the registration identify themselves by using strong electronic authentication, after which the electronic authorisation will be confirmed automatically. The strong electronic authentication takes place with a Finnish bank ID or a Finnish mobile certificate. Further information on the electronic authorisation is available at www.suomi.fi/e-authorizations.

5. Other information

The meeting will be held in Finnish. There is simultaneous interpretation available in the meeting in English.

Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a shareholder participating in the General Meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice of the Annual General Meeting, the total number of shares and votes in YIT Corporation is 211,099,853. The Company holds a total of 1,588,707 treasury shares on the date of this notice. According to the Limited Liability Companies Act, shares held by the Company itself or its subsidiaries do not carry a right to participate in the general meeting.

Helsinki, February 9, 2023

YIT Corporation

Board of Directors

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