NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF YIT CORPORATION

 

 

NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF YIT CORPORATION

The shareholders of YIT Corporation are invited to an extraordinary general meeting, which is to be held on Monday, 17 June 2013 at 10:00 a.m. in the Hall A of the Congress Wing of Finlandia Hall, Mannerheimintie 13, Helsinki (entrances M1 and K1). 

The check-in for those who have registered for the meeting and the distribution of ballots will start at 9:00 a.m. Coffee will be available from 9:00 a.m.

A. Matters to be considered at the meeting

At the general meeting, the following matters will be considered:

1. Opening of the meeting

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

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

4. Adoption of the list of votes

5. Recording the legality of the meeting

6. Approval of the demerger plan and deciding on a partial demerger

The Board of Directors of YIT Corporation approved the demerger plan on 21 February 2013, which was registered with the Trade Register of the National Board of Patents and Registration on 22 February 2013. YIT Corporation intends to implement a partial demerger in which part of its assets, debts and obligations will transfer to Caverion Corporation, a company to be established in the manner set forth in the demerger plan.

YIT Corporation's Building Services business will be transferred to Caverion Corporation in the partial demerger. YIT Corporation will continue the Construction Services business.

The Board of Directors proposes that the general meeting approve the demerger plan and decide on the partial demerger of YIT Corporation in accordance with the demerger plan. The proposal is for the demerger to be carried out into Caverion Corporation, a new company to be established. The shares in the YIT group subsidiaries engaged in the Building Services business and the other assets, debts and obligations relating to this business will be transferred to Caverion Corporation in the manner described in the demerger plan. Caverion Corporation's articles of association, which are attached as an appendix to the demerger plan, will be approved in the demerger. YIT Corporation will continue the Construction Services business after the partial demerger. It is proposed that § 2 of YIT Corporation's articles of association, i.e. the company's field of operation, be amended in the demerger in the manner described in the demerger plan. The main content of the amendment of the articles of association is that, references to Building Services business be removed from the provision concerning the field of operation of YIT Corporation.

7. Deciding on the number of members of Caverion Corporation's Board of Directors

The Board of Directors of YIT Corporation proposes, at the recommendation of its Personnel Committee, that a Chairman, Vice Chairman and three (3) other members be elected to Caverion Corporation's Board of Directors.

8. Deciding on the remuneration of the Chairman, Vice Chairman and members of Caverion Corporation's Board of Directors

YIT Corporation's Board of Directors proposes, at the recommendation of its Personnel Committee, that the following remuneration be paid to the Chairman, Vice Chairman and members of Caverion Corporation's Board of Directors: Chairman EUR 6,600/month (EUR 79,200/year), Vice Chairman EUR 5,000/month (EUR 60,000/year), member EUR 3,900/month (EUR 46,800/year) and a meeting fee of EUR 550 per meeting. In addition, it is proposed that similarly EUR 550 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.

9. Deciding on the remuneration of Caverion Corporation's auditor

YIT Corporation's Board of Directors proposes, at the recommendation of its Audit Committee, that Caverion Corporation's auditor's fee be paid in accordance with the invoice approved by Caverion Corporation.

10. Election of the Chairman, Vice Chairman and members of Caverion Corporation's Board of Directors

YIT Corporation's Board of Directors proposes, at the recommendation of its Personnel Committee, that Henrik Ehrnrooth be elected as the Chairman of Caverion Corporation's Board of Directors, Michael Rosenlew as the Vice Chairman and Anna Hyvönen, Ari Lehtoranta and Eva Lindqvist as members of the Board of Directors. All the candidates have consented to being elected. Profiles of all the candidates are available on the company's website.

11. Appointing Caverion Corporation's auditor

YIT Corporation's Board of Directors proposes, at the recommendation of its Audit Committee, that accounting firm PricewaterhouseCoopers Oy be appointed as Caverion Corporation's auditor.

12. Authorising Caverion Corporation's Board of Directors to decide on the repurchase of own shares

YIT Corporation's Board of Directors proposes that the general meeting authorise Caverion Corporation's Board of Directors to decide on the repurchase of the Caverion Corporation's own shares using the funds from the company's unrestricted equity under the following conditions:

A maximum of 12,500,000 own shares may be repurchased. The shares are not to be purchased in proportion to the shareholders' holdings.

The shares will be purchased in public trading on NASDAQ OMX Helsinki Ltd.

The shares will be purchased at their market value in public trading on NASDAQ OMX Helsinki Ltd at the time of purchase.

The share purchase will decrease the Caverion Corporation's distributable unrestricted equity.

The authorisation would be valid until 31 March 2014.

The Board of Directors is permitted to make a decision based on this authorisation only after the implementation of the demerger.

13. Authorising Caverion Corporation's Board of Directors to decide on share issues

YIT Corporation's Board of Directors proposes that the general meeting authorise Caverion Corporation's Board of Directors to decide on share issues under the following conditions:

The authorisation may be used in full or in part by issuing shares in Caverion Corporation in one or more issues so that the maximum number of shares issued is a total of 25,000,000 shares.

The Board of Directors may decide on a directed share issue in deviation from the shareholders' pre-emptive rights. The Board of Directors would be authorised to decide to whom and in which order the shares will be issued. In the share issues shares may be issued for subscription against payment or without charge.

Based on the authorisation, the Board of Directors is also authorised to decide on a share issue without payment directed to the company itself, provided that the number of shares held by the company after the issue would be a maximum of 10% of the issued and outstanding shares in the company. This amount includes shares held by Caverion Corporation and its subsidiaries in the manner provided for in Chapter 15(11)(1) of the Limited Liability Companies Act.

This authorisation would empower the Board of Directors to decide on the terms and conditions of and measures related to the share issues in accordance with the Limited Liability Companies Act, including the right to decide whether the subscription price will be recognised in full or in part in the invested unrestricted equity reserve or as an increase to the share capital.

The share issue authorisation set out in this section includes the authorisation of the Board of Directors to decide on the transfer of own shares that may be acquired on the bases of the proposed authorisation. This authorisation applies to a maximum of 12,500,000 company’s own shares. The Board of Directors would be authorised to decide on the purpose for transferring such shares and on the terms and conditions for such transfer.

The authorisation is valid until 31 March 2014.

The Board of Directors is permitted to make a decision based on this authorisation only after the implementation of the demerger.

14. Deciding on the number of YIT Corporation's board members and on changes to the board’s composition

Ari Lehtoranta and Michael Rosenlew have announced that they will resign from YIT Corporation's Board of Directors provided that they are elected to the board of Caverion Corporation and that the implementation of the partial demerger of YIT Corporation will be registered. YIT Corporation's Board of Directors proposes, at the recommendation of its Personnel Committee, that the number of members of YIT Corporation's board be confirmed as three (3) members in addition to a Chairman and a Vice Chairman. Furthermore, the Board of Directors proposes that no new members be elected to replace the resigning members, i.e. YIT Corporation's Board of Directors would consist of Henrik Ehrnrooth as Chairman, Reino Hanhinen as Vice Chairman and Kim Gran, Satu Huber and Erkki Järvinen as members.

The proposed changes to the number of the board members and to the board’s composition of YIT Corporation become valid provided that the implementation of the demerger will be registered.

15. Closing of the meeting

B. Documents of the general meeting

The following documents will be available to the shareholders on the company's website www.yitgroup.com as of 3 May 2013 and at the general meeting: demerger plan; YIT Corporation financial statements, reports of the Board of Directors and auditor's reports for 2010, 2011 and 2012; interim report for 1 January–31 March 2013; minutes of YIT Corporation's annual general meeting of 15 March 2013; statement of the Board of Directors on the events that have occurred after the interim report and that have an essential effect on the state of the company; proposals of the Board of Directors to the extraordinary general meeting; auditor's report on the demerger plan; this invitation to the general meeting. The minutes of the general meeting will be available on the company's website www.yitgroup.com by 1 July 2013 at the latest.

C. Instructions for the participants in the general meeting

1. Shareholders registered in the shareholders’ register

Shareholders who are registered in the Company's shareholders’ register maintained by Euroclear Finland Ltd on 5 June 2013 have the right to participate in the general meeting.

Shareholders wishing to participate in the general meeting must give prior notice of participation at the latest on 12 June 2013 in one of the following ways:

a) registration through YIT Corporation's website at www.yitgroup.com/agm following the instructions given

b) registration by telefax to + 358 20 433 2077

c) registration by telephone to + 358 44 7437500

d) registration by post to YIT Corporation, Marja Salo, PO Box 36, FI-00621 Helsinki, Finland.

When registering through the Internet, by telefax, by telephone or by post, the message must reach the company prior to the end of the registration period on 12 June 2013 at 4:00 p.m. (Finnish time).

The shareholder's name and personal identification number or business ID as well as the name of any assistant or proxy representative and the personal identification number of the proxy representative must be notified in connection with the registration. The personal data disclosed by the shareholders to YIT Corporation will only be used in connection with the general meeting and the processing of necessary registrations related thereto.

2. Holders of nominee registered shares

Holders of nominee registered shares have the right to participate in the general meeting based on the shares that would entitle them to be registered in the shareholders’ register held by Euroclear Finland Ltd on 5 June 2013. In addition, the right to participate requires that holders of nominee registered shares be temporarily entered to the shareholders’ register held by Euroclear Finland Ltd based on these shares by 12 June 2013, 10:00 a.m. This is considered registration for the general meeting as regards nominee registered shares.

Such shareholders are advised to request from their custodian bank, without delay, the necessary instructions regarding registration in the temporary shareholder's register of the company, the issuing of proxy documents and registration for the general meeting. The account operator of the custodian bank must register holders of nominee registered shares who wish to participate in the general meeting into the temporary shareholders’ register of the company at the latest by the time stated above.

3. Proxy representatives and powers of attorney

Shareholders are permitted to participate in the general meeting by way of proxy representation. Proxy representatives must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder must be identified in connection with the registration for the general meeting.

Possible proxy documents should be notified in connection with the registration and the originals should be delivered to YIT Corporation, Marja Salo, PO Box 36, FI-00621 Helsinki, Finland, prior to the last date for registration.

4. Other information

Pursuant to Chapter 5(25) of the Limited Liability Companies Act, a shareholder who is present at the 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 general meeting, the total number of shares and votes in YIT Corporation is 127,223,422.

Helsinki, 3 May 2013

YIT Corporation

Board of Directors

Distribution: NASDAQ OMX, media, www.yitgroup.com

YIT is an established European service company in building systems and construction as well as in industrial sectors. More than 25,000 of our professionals serve clients in 14 countries in the Nordic countries, Central Europe, Russia and the Baltic countries. We have grown over the last hundred years with our clients and developed our services as the communities surrounding us have changed. We intend to continue following the same path. Our vision is to be the pioneer in creating and sustaining a healthy living environment. YIT’s net sales amounted approximately to EUR 4.7 billion in 2012. YIT's share is listed on Nasdaq OMX Helsinki. www.yitgroup.com

 

DISCLAIMER

This announcement is not an offer of securities for sale in any jurisdiction.

No securities are being registered under the US Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. No public offering of securities is being made in the United States.

This release includes forward-looking statements. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this communication, including, without limitation, those regarding the demerger plan and its execution. By their nature, forward looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Such statements are based on numerous assumptions and may differ materially from (and be significantly more negative than) those made in, or suggested by, the forward-looking statements contained in this release.