YIT - Notice to convene extr.general meeting

NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF YIT CORPORATION

Helsinki, Finland, 2013-05-03 13:00 CEST (GLOBE NEWSWIRE) -- YIT CORPORATION   
  STOCK EXCHANGE RELEASE         MAY 3, 2013   AT 14:00 P.M. 
NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF YIT CORPORATION


The shareholders of YIT Corporation are invited to an extraordinary general
meeting, which is to be held on Monday, 17 June 2013 at 10:00 a.m. in the Hall
A of the Congress Wing of Finlandia Hall, Mannerheimintie 13, Helsinki
(entrances M1 and K1). 


The check-in for 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


At the general meeting, the following matters will be considered:


1. Opening of the meeting


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


3. Election of the persons to scrutinise the minutes and to supervise the
counting of the votes 


4. Adoption of the list of votes


5. Recording the legality of the meeting


6. Approval of the demerger plan and deciding on a partial demerger


The Board of Directors of YIT Corporation approved the demerger plan on 21
February 2013, which was registered with the Trade Register of the National
Board of Patents and Registration on 22 February 2013. YIT Corporation intends
to implement a partial demerger in which part of its assets, debts and
obligations will transfer to Caverion Corporation, a company to be established
in the manner set forth in the demerger plan. 


YIT Corporation's Building Services business will be transferred to Caverion
Corporation in the partial demerger. YIT Corporation will continue the
Construction Services business. 


The Board of Directors proposes that the general meeting approve the demerger
plan and decide on the partial demerger of YIT Corporation in accordance with
the demerger plan. The proposal is for the demerger to be carried out into
Caverion Corporation, a new company to be established. The shares in the YIT
group subsidiaries engaged in the Building Services business and the other
assets, debts and obligations relating to this business will be transferred to
Caverion Corporation in the manner described in the demerger plan. Caverion
Corporation's articles of association, which are attached as an appendix to the
demerger plan, will be approved in the demerger. YIT Corporation will continue
the Construction Services business after the partial demerger. It is proposed
that § 2 of YIT Corporation's articles of association, i.e. the company's field
of operation, be amended in the demerger in the manner described in the
demerger plan. The main content of the amendment of the articles of association
is that, references to Building Services business be removed from the provision
concerning the field of operation of YIT Corporation. 


7. Deciding on the number of members of Caverion Corporation's Board of
Directors 


The Board of Directors of YIT Corporation proposes, at the recommendation of
its Personnel Committee, that a Chairman, Vice Chairman and three (3) other
members be elected to Caverion Corporation's Board of Directors. 


8. Deciding on the remuneration of the Chairman, Vice Chairman and members of
Caverion Corporation's Board of Directors 


YIT Corporation's Board of Directors proposes, at the recommendation of its
Personnel Committee, that the following remuneration be paid to the Chairman,
Vice Chairman and members of Caverion Corporation's 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. 


9. Deciding on the remuneration of Caverion Corporation's auditor


YIT Corporation's Board of Directors proposes, at the recommendation of its
Audit Committee, that Caverion Corporation's auditor's fee be paid in
accordance with the invoice approved by Caverion Corporation. 


10. Election of the Chairman, Vice Chairman and members of Caverion
Corporation's Board of Directors 


YIT Corporation's Board of Directors proposes, at the recommendation of its
Personnel Committee, that Henrik Ehrnrooth be elected as the Chairman of
Caverion Corporation's Board of Directors, Michael Rosenlew as the Vice
Chairman and Anna Hyvönen, Ari Lehtoranta and Eva Lindqvist as members of the
Board of Directors. All the candidates have consented to being elected.
Profiles of all the candidates are available on the company's website. 


11. Appointing Caverion Corporation's auditor


YIT Corporation's Board of Directors proposes, at the recommendation of its
Audit Committee, that accounting firm PricewaterhouseCoopers Oy be appointed as
Caverion Corporation's auditor. 


12. Authorising Caverion Corporation's Board of Directors to decide on the
repurchase of own shares 


YIT Corporation's Board of Directors proposes that the general meeting
authorise Caverion Corporation's Board of Directors to decide on the repurchase
of the Caverion Corporation's own shares using the funds from the company's
unrestricted equity under the following conditions: 


A maximum of 12,500,000 own shares may be repurchased. The shares are not to be
purchased in proportion to the shareholders' holdings. 


The shares will be purchased in public trading on NASDAQ OMX Helsinki Ltd.


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


The share purchase will decrease the Caverion Corporation's distributable
unrestricted equity. 


The authorisation would be valid until 31 March 2014.


The Board of Directors is permitted to make a decision based on this
authorisation only after the implementation of the demerger. 


13. Authorising Caverion Corporation's Board of Directors to decide on share
issues 


YIT Corporation's Board of Directors proposes that the general meeting
authorise Caverion Corporation's Board of Directors to decide on share issues
under the following conditions: 


The authorisation may be used in full or in part by issuing shares in Caverion
Corporation in one or more issues so that the maximum number of shares issued
is a total of 25,000,000 shares. 


The Board of Directors may decide on a directed share issue in deviation from
the shareholders' pre-emptive rights. The Board of Directors would be
authorised to decide to whom and in which order the shares will be issued. In
the share issues shares may be issued for subscription against payment or
without charge. 


Based on the authorisation, the Board of Directors is also authorised to decide
on a share issue without payment directed to the company itself, provided that
the number of shares held by the company after the issue would be a maximum of
10% of the issued and outstanding shares in the company. This amount includes
shares held by Caverion Corporation and its subsidiaries in the manner provided
for in Chapter 15(11)(1) of the Limited Liability Companies Act. 


This authorisation would empower the Board of Directors to decide on the terms
and conditions of and measures related to the share issues in accordance with
the Limited Liability Companies Act, including the right to decide whether the
subscription price will be recognised in full or in part in the invested
unrestricted equity reserve or as an increase to the share capital. 


The share issue authorisation set out in this section includes the
authorisation of the Board of Directors to decide on the transfer of own shares
that may be acquired on the bases of the proposed authorisation. This
authorisation applies to a maximum of 12,500,000 company's own shares. The
Board of Directors would be authorised to decide on the purpose for
transferring such shares and on the terms and conditions for such transfer. 


The authorisation is valid until 31 March 2014.


The Board of Directors is permitted to make a decision based on this
authorisation only after the implementation of the demerger. 


14. Deciding on the number of YIT Corporation's board members and on changes to
the board's composition 


Ari Lehtoranta and Michael Rosenlew have announced that they will resign from
YIT Corporation's Board of Directors provided that they are elected to the
board of Caverion Corporation and that the implementation of the partial
demerger of YIT Corporation will be registered. YIT Corporation's Board of
Directors proposes, at the recommendation of its Personnel Committee, that the
number of members of YIT Corporation's board be confirmed as three (3) members
in addition to a Chairman and a Vice Chairman. Furthermore, the Board of
Directors proposes that no new members be elected to replace the resigning
members, i.e. YIT Corporation's Board of Directors would consist of Henrik
Ehrnrooth as Chairman, Reino Hanhinen as Vice Chairman and Kim Gran, Satu Huber
and Erkki Järvinen as members. 


The proposed changes to the number of the board members and to the board's
composition of YIT Corporation become valid provided that the implementation of
the demerger will be registered. 


15. Closing of the meeting


B. Documents of the general meeting


The following documents will be available to the shareholders on the company's
website www.yitgroup.com as of 3 May 2013 and at the general meeting: demerger
plan; YIT Corporation financial statements, reports of the Board of Directors
and auditor's reports for 2010, 2011 and 2012; interim report for 1 January-31
March 2013; minutes of YIT Corporation's annual general meeting of 15 March
2013; statement of the Board of Directors on the events that have occurred
after the interim report and that have an essential effect on the state of the
company; proposals of the Board of Directors to the extraordinary general
meeting; auditor's report on the demerger plan; this invitation to the general
meeting. The minutes of the general meeting will be available on the company's
website www.yitgroup.com by 1 July 2013 at the latest. 


C. Instructions for the participants in the general meeting


1. Shareholders registered in the shareholders' register


Shareholders who are registered in the Company's shareholders' register
maintained by Euroclear Finland Ltd on 5 June 2013 have the right to
participate in the general meeting. 


Shareholders wishing to participate in the general meeting must give prior
notice of participation at the latest on 12 June 2013 in one of the following
ways: 


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

b) registration by telefax to + 358 20 433 2077

c) registration by telephone to + 358 44 7437500

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


When registering through the Internet, by telefax, by telephone or by post, the
message must reach the company prior to the end of the registration period on
12 June 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 any 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
general meeting and the processing of necessary registrations related thereto. 


2. Holders of nominee registered shares


Holders of nominee registered shares have the right to participate in the
general meeting based on the shares that would entitle them to be registered in
the shareholders' register held by Euroclear Finland Ltd on 5 June 2013. In
addition, the right to participate requires that holders of nominee registered
shares be temporarily entered to the shareholders' register held by Euroclear
Finland Ltd based on these shares by 12 June 2013, 10:00 a.m. This is
considered registration for the general meeting as regards nominee registered
shares. 


Such shareholders are advised to request from their 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 general meeting. The account operator of the custodian
bank must register holders of nominee registered shares who wish to participate
in the general meeting into the temporary shareholders' register of the company
at the latest by the time stated above. 


3. Proxy representatives and powers of attorney


Shareholders are permitted to participate in the general meeting by way of
proxy representation. Proxy representatives must produce a dated proxy document
or otherwise in a reliable manner demonstrate their right to represent the
shareholder. When a shareholder participates in the 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 must be identified in connection with the
registration for the general meeting. 


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


4. Other information


Pursuant to Chapter 5(25) of the Limited Liability Companies Act, a shareholderwho 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 May 2013


YIT Corporation

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 




DISCLAIMER

This announcement is not an offer of securities for sale in any jurisdiction.

No securities are being registered under the US Securities Act of 1933 and may
not be offered or sold in the United States absent registration or an exemption
from registration. No public offering of securities is being made in the United
States. 

This release includes forward-looking statements. These forward-looking
statements include, but are not limited to, all statements other than
statements of historical facts contained in this communication, including,
without limitation, those regarding the demerger plan and its execution. By
their nature, forward looking statements involve known and unknown risks,
uncertainties and other factors because they relate to events and depend on
circumstances that may or may not occur in the future. Such statements are
based on numerous assumptions and may differ materially from (and be
significantly more negative than) those made in, or suggested by, the
forward-looking statements contained in this release.