YIT - Notice to general meeting

Invitation to YIT Corporation’s Annual General Meeting

Helsinki, 2014-02-06 07:10 CET (GLOBE NEWSWIRE) -- YIT CORPORATION       STOCK
EXCHANGE RELEASE              FEBRUARY 6, 2014 AT 8:10 A.M. 



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 Tuesday, March 18, 2014, starting at 10:00 a.m. (Finnish
time GMT+2) in Finlandia Hall, Conference Wing, Hall A, located at the address
Mannerheimintie 13, Helsinki (entrance through doors M1 and K1). 



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





A. Matters to be considered at the meeting



The following matters will be considered at the Annual General Meeting:



1. Opening of the meeting



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



3. Election of persons to scrutinise the minutes and 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 for 2013, the report of the Board
of Directors, the consolidated financial statements and the auditor's report
for the year 2013 



Review by the President and CEO



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 



The Board of Directors proposes to the Annual General Meeting that it decides
to pay dividends of 38 cents (EUR 0.38) per share and  that the rest of the
profit be carried forward to the distributable equity. 



9. Decision on the record date and payment date for dividends



The Board of Directors proposes that the record date of the dividend payment be
March 21, 2014 and that the dividend be paid on March 28, 2014. 



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



11. Resolution on the number of members of the Board of Directors



The Board of Directors proposes on recommendation of The Board's Personnel
Committee that a Chairman, a Vice Chairman and four (4) ordinary members be
elected to the Board of Directors. 



12. Resolution on the remuneration of the Chairman, Vice Chairman and members
of the Board of Directors 



The Board of Directors proposes on recommendation of The Board's Personnel
Committee that the following fees be paid to the 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. 









13. Decision on the remuneration of the auditor



The Board of Directors proposes on recommendation of The Audit Committee that
the auditor's fees be paid according to their invoices approved by the Company. 



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



The Board of Directors proposes on recommendation of The Board's Personnel
Committee that Reino Hanhinen be elected as the Chairman of the Board of
Directors, Kim Gran as the Vice Chairman, Satu Huber, Erkki Järvinen, Juhani
Pitkäkoski and Teuvo Salminen as members of the Board of Directors. Juhani
Pitkäkoski and Teuvo Salminen are proposed as new members. All candidates have
consented to being elected. All candidates are introduced on the Company's
Internet site. 



15. Election of the auditor



The Board of Directors proposes on recommendation of The Audit Committee that
PricewaterhouseCoopers Oy, Authorised Public Accountants, be elected as the
Company's auditor. 



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



The Board of Directors proposes that the Annual General Meeting authorises 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: 



16.1.     A maximum of 10,760,000 Company shares may be purchased.

16.2.     The shares will be purchased in disproportion to the shareholders'
holdings. The purchase will be carried out through public trading arranged by
NASDAQ OMX Helsinki Ltd. 

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

16.4.     The share purchase will decrease the Company's distributable
unrestricted equity. 



The Board of Directors proposes that the authorisation shall reverse the
authorisation to purchase the Company's own shares issued by the Annual General
Meeting on March 15, 2013 The Board of Directors proposes that the
authorisation be valid until March 31, 2015. 



17. Closing of the meeting




B. Documents of the Annual General Meeting


The Company's financial statements bulletin, the proposals of the Board of
Directors and its committees as well as this notice of meeting will be
available for inspection by shareholders as of February 6, 2014 on the Company
website www.yitgroup.com. The Company's financial statement documents pursuant
to the Companies Act and the Securities Market Act and the annual report are
available for inspection by shareholders latest February 25, 2014 on the
Company website www.yitgroup.com. The proposals of the Board of Directors as
well as the financial statement documents will be available at the Annual
General Meeting. 



The minutes of the Annual General Meeting will be available on the Company
website www.yitgroup.com by April 1, 2014. 




C. Instructions for those participating in the Annual General Meeting


1. Shareholders registered in the shareholders' register



A shareholder who is registered in the Company's shareholders' register
maintained by Euroclear Finland Ltd on March 6, 2014 has the right to
participate in the Annual General Meeting. 



A shareholder entered in the Company's shareholders' register wishing to
participate in the Annual General Meeting should register for the meeting by
March 13, 2014 using one of the following methods: 

a) registration through YIT Corporation's website at www.yitgroup.com/agm2014 
following the  instructions given 

b) registration by fax at the number + 358 20 433 2077

c) registration by telephone at the number + 358 44 7437500 between 9 a.m. and
4 p.m. 

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



When registering through the Internet, by telefax, by telephone or by a letter,
the message must reach the Company before the end of the registration period on
March 13, 2014 at 4:00 p.m. (Finnish time GMT+2). 



The shareholder's name and personal identification number or business ID as
well as the name of his/her eventual 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 Annual
General Meeting and the processing of related necessary registrations. A
shareholder, his/her representative or proxy representative shall present an
identity document and/or proxy when requested at the registration desk 



2. 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 held by Euroclear Finland Ltd on March
6, 2014. In addition, the right to participate requires that the holder of
nominee registered shares is temporarily entered to the shareholders' register
held by Euroclear Finland Ltd based on these shares at the latest March 13,
2014, 10:00 a.m. This is considered registration for the Annual General Meeting
as regards nominee registered shares. 



Such a shareholder is advised to request from his/her 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 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 general meeting into the temporary shareholders' register
of the Company at the latest by the time stated above. 



3. 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 shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder. 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. 



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



4. Other information



Pursuant to Chapter 5, section 25 of the 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, February 5, 2014



YIT Corporation

The Board of Directors



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

YIT is a construction industry leader. We create better living environments in
Finland, Russia, the Baltic countries, the Czech Republic and Slovakia. Over
100 years of experience have secured for us a strong market position: We are
the largest housing developer and one of the largest business premises and
infrastructure developers in Finland, and the most significant foreign housing
and area developer in Russia.  Our vision is to stay one step ahead - while
caring for our customers, partners and personnel. We have more than 6,000
employees in seven countries. In 2013, our revenue amounted to nearly EUR 1.9
billion. Our share is listed on Nasdaq OMX Helsinki. www.yitgroup.com.