YIT Corporation Stock Exchange Release
Notice convening YIT Corporation's Annual General Meeting
The shareholders of
Check-in for those who have registered for the meeting, the distribution of voting tickets and coffee service will start at the meeting venue at
Shareholders may also exercise their voting rights by voting in advance. Further information on advance voting is presented in section C. 2. of this notice.
Shareholders can follow the Annual General Meeting via a video stream in Finnish. It is not possible to pose questions, make counterproposals, speak, or vote in the meeting through the online video stream. Following the meeting via the video stream shall not be regarded as participation in the meeting or exercising the shareholder rights. Instructions on how to register for the video stream www.yitgroup.com/agm2024.
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 scrutinise 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 2023
The President and CEO reviews the year 2023 and presents the outlook for 2024.
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
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 and the distribution of dividend
The Board of Directors proposes that no dividend be paid based on the balance sheet to be adopted for the financial year 2023.
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
11. Presentation and adoption of the remuneration policy for the Company's governing bodies
The remuneration policy for the Company's governing bodies for the years 2024-2027 is available on the Company's website at www.yitgroup.com and as Annex 1 to this notice to the Annual General Meeting.
12. Resolution on the remuneration of the Chairman, Vice Chairman and members of the Board of Directors and the remuneration of the Nomination Board
The Shareholders' Nomination Board proposes that the members of the Board of Directors be paid the following fixed annual fees corresponding to the previous year's 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, based on the resolution of the Annual General Meeting, 40% of the fixed annual fee shall be paid in
The Nomination Board recommends 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, as in the previous year, the members of the Board and its permanently and temporarily appointed committees living in
It is proposed that, as in the previous year, the Chairman of the Board and the Chairmen of the permanent and temporarily appointed committees be paid a meeting fee of
In addition, the Nomination Board proposes that, as in the previous year, the members of the Shareholders' Nomination Board, including the expert member, be paid a meeting fee of
13. Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes that a Chairman, a Vice Chairman and four (4) ordinary members be elected to the Company's Board of Directors.
14. Election of the Chairman, Vice Chairman and members of the Board of Directors
The Shareholders' Nomination Board proposes that
With respect to the election procedure of the members of the Board of Directors, the Nomination Board recommends that the shareholders take a position on the proposal as a whole. In preparing its proposals, the Nomination Board, in addition to ensuring that the 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 all other requirements of the Finnish Corporate Governance Code for listed companies.
Of the present members of the Board,
All candidates have consented to being elected and are independent of the Company and of its significant shareholders with the exception of
15. Election of the auditor
It is noted that the Annual General Meeting held on
It is further noted that in accordance with the transitional provision of the Act Amending the Limited Liability Companies Act (1252/2023),
16. Authorisation of the Board of Directors to resolve on the repurchase of own shares
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to resolve 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 approximately 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 in the manner provided for in chapter 15, section 11(1) of the Limited Liability Companies Act.
The Board of Directors is authorised to resolve 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. Authorisation of the Board of Directors to resolve on share issues
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to resolve 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 approximately 10% of all Company shares.
The Board of Directors is authorised to resolve on all terms and conditions of the share issue. The Board of Directors may also resolve on a directed share issue 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 resolve on a share issue without consideration 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 in the manner provided for in chapter 15, section 11(1) of the Limited Liability Companies Act.
The Board of Directors proposes that the authorisation shall revoke the authorisation to resolve on share issues issued by the Annual General Meeting on
18. Closing of the meeting
B. Documents of the Annual General Meeting
The above resolution proposals on the matters on the agenda of the Annual General Meeting and this notice convening the meeting are available on
The minutes of the Annual General Meeting will be available on said website on
C. Instructions for those participating in the 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
Changes in shareholding after the record date of the General Meeting shall not affect the right to attend the meeting or the voting rights of the shareholder.
The registration for the Annual General Meeting begins at
a) Online through
b) By telephone at the number +358 20 770 6890
The requested information, such as the shareholder's name, date of birth or business ID, address, telephone number and email address, the name of a potential proxy representative and/or assistant and the date of birth of the proxy representative, must be provided in connection with the registration.
The personal data disclosed by the shareholders to
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 of the General Meeting through the service available on the Company's website at www.yitgroup.com/agm2024 between
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 the shareholders who voted in advance are registered in the Company's shareholders' register maintained by
The instructions for advance voting are available on the Company's website at www.yitgroup.com/agm2024.
Holders of nominee registered shares can vote in advance through their account operators. Account operators can vote in advance on behalf of the holders of nominee registered shares they represent in accordance with the shareholders' voting instructions during the registration period applicable to holders of nominee-registered shares laid out in the below section C. 3. of these instructions.
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 them to be registered in the shareholders' register maintained by
Holders of nominee registered shares are advised to request in good time the necessary instructions regarding temporary registration in the shareholders' register of the Company, the issuing of proxy documents and voting instructions, registration for the General Meeting and advance voting from their custodian bank. The account operator of the custodian bank must register a holder of nominee registered shares who wishes to participate in the Annual General Meeting temporarily into the shareholders' register of the Company at the latest by the time stated above. When necessary, the account operator shall also arrange voting in advance on behalf of the holder of nominee registered shares within the registration period applicable to holders of nominee registered shares.
4. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. The shareholder's proxy representative may also vote in advance in the manner described in section C. 2. of these instructions if they so wish.
The proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder in the General Meeting. When a shareholder participates in the 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/agm2024.
Any proxy documents should be announced in connection with registration, and the original proxy documents should be delivered by post to
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 above in section C. 1. of these instructions.
A shareholder who is a natural person may also choose to authorise a proxy representative in the online registration service referred to in section C. 1. a) of these instructions.
A shareholder who is a legal person may, as an alternative for a traditional proxy document, authorise a proxy representative by using the Suomi.fi e-authorisation service. The proxy representative is authorised via the Suomi.fi service at www.suomi.fi/e-authorizations (authorisation for 'Representation at the General Meeting'). In the General Meeting registration service, the proxy representatives must identify themselves by using strong electronic identification, after which the e-authorisation is verified automatically. Strong electronic identification requires a Finnish bank ID or mobile certificate. For more information on e-authorisation, please see www.suomi.fi/e-authorizations.
5. Other information
The meeting will be held in Finnish.
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 convening the Annual General Meeting, the total number of shares and votes in
YIT Corporation
Board of Directors
Distribution: Nasdaq
YIT is a leading construction and development company. Building on over 110 years of experience, we develop and build sustainable living environments: functional homes, future-proof public and commercial buildings, and infrastructure to support the green transition. We employ approximately 4,300 professionals in eight countries. Our revenue in 2023 was
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