YIT - Notice to general meeting

INVITATION TO YIT CORPORATION'S ANNUAL GENERAL MEETING

Helsinki, 2011-02-04 07:13 CET (GLOBE NEWSWIRE) -- YIT CORPORATION      STOCK
EXCHANGE RELEASE    FEBRUARY 4, 2011 at 08:05 

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 Friday, 11 March 2010, starting at 10:00 a.m. (Finnish
time) 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 available 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. Review by the President and CEO, presentation of the financial statements
for 2010, the report of the Board of Directors, the consolidated financial
statements and the auditor's report for the year 2010 



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 decide to
pay dividends of EUR 0.65 per share and that the rest of the profit be carried
forward to the distributable equity. No dividend will be paid for the treasury
shares. 



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



The right to dividends rests with a shareholder who, by the record date of the
dividend payment 16 March 2011, has been entered as a shareholder in the
Company's shareholder register maintained by Euroclear Finland Ltd. The Board
of Directors proposes that the dividend be paid on 7 April 2011. 



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's Nomination and Rewards Committee proposes that a Chairman, a Vice
Chairman and five 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's Nomination and Rewards Committee proposes that the following fees
be paid to the Board of Directors: to the Chairman EUR 6,600/month (EUR
79,200/year), to the Vice Chairman EUR 5,000/month (EUR 60,000/year), to a
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's Audit Committee proposes that the auditor's fees be paid according
to their invoices approved by the Company. 



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



The Board's Nomination and Rewards Committee proposes that Henrik Ehrnrooth be
elected as the Chairman of the Board of Directors, Reino Hanhinen as the Vice
Chairman, and Kim Gran, Eino Halonen, Antti Herlin, Satu Huber and Michael
Rosenlew as the members of the Board of Directors. All candidates have
consented to being elected. The candidates are members of the Company's Board
of Directors except Michael Rosenlew, a new candidate for the Board of
Directors. All candidates are introduced on the Company's Internet site. 



15. Election of the auditor



The Audit Committee of the Board of Directors proposes 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 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: 



16.1. A maximum of 10,500,000 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 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 10 March 2010. The Board of Directors proposes that the
authorisation be valid until 31 March 2012. 



17. Amendment of the Company's Articles of Association



The Board of Directors proposes that the Company's Articles of Association be
amended. The key contents of the amendment are as follows: 

2 §                 The term ‘network services' shall be removed from the
Company's line of business. The Board of Directors proposes that the section be
kept unchanged otherwise. 



4 §                 The provision that no person over 68 years of age may be
appointed to the Board of Directors shall be removed. The Board of Directors
proposes that the section be kept unchanged otherwise. 



8 §                 The provision concerning the notice of the general meeting
of shareholders shall be amended to read as follows: ‘The notice of the general
meeting of shareholders shall be submitted by publishing it on the Company's
Internet pages. Notwithstanding this, the Board of Directors may decide to
publish the notice as a newspaper announcement. In this case, the notice shall
be submitted through publication in a national newspaper selected by the Board
of Directors. Otherwise, the provisions of the Companies Act on the notice of a
general meeting shall apply.' The Board of Directors proposes that the section
be kept unchanged otherwise. 



9 §                 The section is proposed to be amended to read as follows:

‘The Annual General Meeting of Shareholders shall

Be presented with:

- the financial statements and Report of the Board of Directors

- the Auditor's report and

Pass resolutions on:

- the adoption of the financial statements and the consolidated financial
statements 

- the use of the profit shown on the balance sheet

- discharge from liability of the President and CEO and the members of the
Board of Directors 

- the number of members on the Board of Directors

- the remuneration of the Chairman, the Vice Chairman and the members of the
Board of Directors 

- the remuneration of the Auditor

and

Elect

- the Chairman, the Vice Chairman and the Members of the Board of Directors and

- the Auditor

Address

- all the other issues indicated in the notice of the meeting.'



18. 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 4 February 2011 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 as from 18 February 2011 on the
Company website www.yitgroup.com. Printed copies of the Company's Annual Report
for 2010 will be mailed upon request. The proposals of the Board of Directors
and its committees 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 25 March 2011. 





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 1 March 2011 has the right to
participate in the Annual General Meeting. A shareholder whose shares are
registered on his/her personal Finnish book-entry accounts is registered in the
Company's shareholders' register. 



A shareholder entered in the Company's shareholders' register wishing to
participate in the Annual General Meeting should register for the meeting by 8
March 2011 using one of the following methods: 

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

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

c) registration by telephone at the number + 358 50 390 6673

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
8 March 2011 at 4:00 p.m. (Finnish time). 



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. 



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 1
March 2011. In addition, the right to participate requires that the holder of
nominee registered shared is temporarily entered to the shareholders' register
held by Euroclear Finland Ltd based on these shares by 8 March 2011, 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 management
organisation 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 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, 3 February 2011





YIT Corporation

The Board of Directors







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