YIT - Notice to general meeting

Invitation to YIT Corporation's Annual General Meeting

Helsinki, Finland, 2013-02-05 07:10 CET (GLOBE NEWSWIRE) -- YIT CORPORATION    
 STOCK EXCHANGE RELEASE         FEBRUARY 5, 2013   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 Friday, 15 March 2013, 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. Information on preparations of the demerger


7. Review by the President and CEO, presentation of the financial statements
for 2012, the report of the Board of Directors, the consolidated financial
statements and the auditor's report for the year 2012 


Review by the President and CEO


8. Adoption of the financial statements and the consolidated financial
statements 


9. 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 EUR 0.75  per share and  that the rest of the profit be
carried forward to the distributable equity. 


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


Board of Directors proposes that the record date of the dividend payment be 20
March 2013 and that the dividend be paid on 27 March 2013. 


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


12. 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 five ordinary members be elected
to the Board of Directors. 


13. 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. 


14. 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. 


15. 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 Henrik Ehrnrooth be elected as the Chairman of the Board of
Directors, Reino Hanhinen as the Vice Chairman, and Kim Gran, Satu Huber, Erkki
Järvinen, Ari Lehtoranta and Michael Rosenlew as members of the Board of
Directors. All candidates have consented to being elected. All candidates are
introduced on the Company's Internet site. 


16. 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. 


17. 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: 


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

17.2. 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. 

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

17.4. 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 13 March 2012. The Board of Directors proposes that the
authorisation be valid until 31 March 2014. 





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 5 February 2013 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 22 February 2013 on the Company
website www.yitgroup.com. Printed copies of the Company's Annual Report for
2012 will be mailed upon request. 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 28 March 2013. 




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 5 March 2013 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 12
March 2013 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 44 7437500

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
12 March 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 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 5
March 2013. 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 by 12 March
2013, 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, 4 February 2013





YIT Corporation

The 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