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- Stock Exchange Release
- 16.03.2007 13:30 CET
RESOLUTIONS PASSED AT YIT CORPORATION'S ANNUAL GENERAL MEETING
STOCK EXCHANGE RELEASE MARCH 16, 2007
RESOLUTIONS PASSED AT YIT CORPORATION'S ANNUAL GENERAL MEETING
YIT Corporation's Annual General Meeting, which was held today, adopted the 2006 financial statements and discharged the members of the Board of Directors and the President and CEO from liability. The Annual General Meeting decided on the payment of dividends, the composition of the Board of Directors and the election of the auditor, changes in the Articles of Association, changes concerning the 2004 and 2006 share option programmes as well as the increase of share capital.
Dividend payout
It was decided that a dividend of EUR 0.65 will be paid per share, or a total of EUR 82.4 million, as proposed by the Board of Directors. The right to a dividend rests with a shareholder who by the record date of March 21, 2007, has been entered as a shareholder in the company's shareholder register that is kept by the Finnish Central Securities Depository Ltd. It was decided that the dividend will be paid on March 28, 2007.
Composition of the Board of Directors and the election of the auditor
The Annual General Meeting resolved to elect a chairman, vice chairman and three ordinary members to the Board of Directors. The composition of the Board was kept unchanged: Chairman Reino Hanhinen, Vice Chairman Eino Halonen and members Sari Baldauf, Antti Herlin and Teuvo Salminen.
PricewaterhouseCoopers Oy, Authorized Public Accountants, was re-elected as the company's auditor, with Göran Lindell, Authorized Public Accountant, as chief auditor.
Amendment of Articles 3, 4, 6, 8, 9, 10 and 11 of the Articles of Association
It was decided that Article 3 of the Articles of Association will be amended such that references to the nominal value of shares and the minimum and maximum share capital will be deleted and replaced with a statement that the shares of the company belong to the book-entry securities system.
It was decided that two explanatory statements be added to Article 4 of the Articles of Association to the effect that when the chairman is prevented from discharging his duties, said duties will be discharged by the vice chairman.
Article 6 of the Articles of Association includes a regulation on the signing of the company's business name and powers of procuration. The new Companies Act includes a provision on representing the company. The new Act does not recognize the concept of signing the business name. A decision was made to account for the provisions of the new Act in the wording of the proposal. No changes to the content were made.
It was decided that the word “otherwise” will be added to Article 8 of the Articles of Association, which sets forth rules for matters such as the manner in which meetings are to be convened.
It was decided that Article 9 of the Articles of Association will be amended such that the list of matters to be dealt with at the Annual General Meeting shall account for the new Companies Act's provisions on meeting agendas.
It was decided that Article 10 of the Articles of Association will be amended such that its stipulations concerning the inclusion of the shares in the book-entry securities system will be deleted and replaced with a provision stating that disputes on the application of the Companies Act shall be resolved by way of arbitration.
It was decided that Article 11 of the Articles of Association, which sets forth regulations on the obligation to redeem the company's shares once a certain shareholding limit is exceeded, will be deleted. The 2004 and 2006 share option programmes
Since the Articles of Association were amended in the manner specified above, it was decided that the terms and conditions of share subscriptions under the share option programmes shall account for the discontinuation of the nominal value of the company's shares, and it was decided that the full subscription price shall be entered into the share capital when shares are subscribed for with the share options; therefore, a decision was made to delete the provision in the terms that sets the maximum amount by which the share capital can be increased.
Raising the share capital
Since the Articles of Association were amended in the manner described above, it was decided that the share capital will be increased by EUR 82,822,459.92 to EUR 146,210,995.92 by means of a reserve fund transfer, whereby the funds in the share premium reserve, EUR 82,822,459.92, will be transferred into the share capital. New shares will not be issued when the share capital is increased.
The proposal by the Board of Directors to amend Articles 3, 4, 6, 8, 9, 10 and 11 of YIT Corporation's Articles of Association as well as the proposal by the Board of Directors regarding the terms and conditions of YIT Corporation's share options from 2004 and 2006 and raising the share capital are presented on the company's internet site at www.yitgroup.com.
For further information, contact: Sakari Toikkanen, Executive Vice President, +358 20 433 2336, sakari.toikkanen@yit.fi, Marja Salo, Director of Administration, +358 20 433 2470, marja.salo@yit.fi
YIT CORPORATION
Virva Salmivaara Deputy to the Vice President, Communications
Distribution: Helsinki Stock Exchange, principal media, www.yitgroup.com