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YIT Oyj — AGM Information 2018
Mar 9, 2018
3249_rns_2018-03-09_e472c212-2f26-46bb-9877-76343651e53a.html
AGM Information
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Notice of Shareholders’ Meeting of merged Lemminkäinen Corporation
Notice of Shareholders’ Meeting of merged Lemminkäinen Corporation
YIT Corporation Stock exchange release March 9, 2018 at
09:00 a.m.
Following the merger of Lemminkäinen Corporation (“Lemminkäinen” or the
“Company”) into YIT Corporation (“YIT”) on February 1, 2018, a notice is given
to the shareholders of the Company to a Shareholders’ Meeting to be held on
Wednesday, April 11, 2018 at 3 p.m at the premises of Varma Mutual Pension
Insurance Company, Salmisaarenranta 11, Helsinki, Finland.
The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence and coffee will be served at 2 p.m.
A. Matters on the agenda of the Shareholders’ Meeting
The following matters will be considered at the Shareholders’ Meeting:
-
Opening of the meeting
-
Calling the meeting to order
-
Election of the persons to scrutinize the minutes and to supervise the
counting of votes -
Recording the legality of the meeting
-
Recording the attendance at the meeting and adoption of the list of votes
-
Presentation of the Financial Statements and the Report of Operations for the
year 2017 as well as for the period January 1 –January 31, 2018 (Final Accounts)
and the related Auditor’s Reports -
Adoption of the Financial Statements for the year 2017 and for the period
January 1 – January 31, 2018 (Final Accounts) -
Resolution on the discharge of the members of the Board of Directors and
President & CEO from liability -
Closing of the meeting
B. Documents of the Shareholders’ Meeting
This notice as well as the Financial Statements and the Report of Operations for
the year 2017 as well as for the period January 1 – January 31, 2018 (Final
Accounts) and the related Auditor’s Reports are available on Internet at
www.yitgroup.com/lemminkainen as from March 20 2018 at the latest. The aforesaid
documents will also be available at the Shareholders’ Meeting. The minutes of
the meeting will be available on the above-mentioned website as from April 25,
2018, at the latest.
C. Instructions for the participants in the Shareholders’ Meeting
- Right to participate and registration
The Company’s last shareholders, i.e. shareholders listed in the Company’s
register of shareholders maintained by Euroclear Finland Oy as at the end of the
last trading day on January 31, 2018 (i.e. such shareholders who were entitled
to receive merger consideration), have the right to participate in the
Shareholders’ Meeting. A shareholder whose shares are registered on his/her
personal Finnish book-entry account is registered in the shareholders’ register
of the Company.
A shareholder who is registered in the shareholders’ register of the Company and
who wants to participate in the Shareholders’ Meeting shall register for the
meeting no later than on April 6, 2018 at 4:00 p.m. by giving a prior notice of
participation, which shall be received no later than on the above mentioned
date. Such notice can be given:
a) at YIT’s website www.yitgroup.com;
b) by telephone + 358 2071 53378; or
c) by regular mail to YIT Corporation, Pirjo Favorin, P.O. Box 36, 00621
Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of the proxy representative. The personal data given in connection with
the registration is used only in connection with the Shareholders’ Meeting and
the processing of related registrations.
The shareholder, his/her authorised representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation.
- Holders of nominee registered shares
A holder of nominee registered shares who is entitled to be entered in the
Company’s shareholders’ register on January 31, 2018 (at the end of the last
trading day) and who wishes to attend the Shareholders’ Meeting, may in
accordance with the instructions from his/her custodian banks, request to be
temporarily entered into the shareholders’ register of the Company in order to
participate in the Shareholders’ Meeting, at the latest on April 6, 2018 at
10:00 a.m.. A holder of nominee registered shares is considered to have
registered for the Shareholders’ Meeting if he/she has been temporarily recorded
in the shareholders’ register as described above.
Further information on these matters can also be found on Internet at
www.yitgroup.com.
- Proxy representative and powers of attorney
A shareholder may participate in the Shareholders’ 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 at the Shareholders’
Meeting. When a shareholder participates in the Shareholders’ 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 Shareholders’ Meeting.
Possible proxy documents should be delivered in originals to YIT Corporation,
Pirjo Favorin, P.O. Box 36, 00621 Helsinki, Finland, before the expiration of
the registration period.
- Other information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the Shareholders’ Meeting has the right to request information with
respect to the matters to be considered at the meeting.
At the time of the completion of the merger on February 1, 2018, the total
number of shares in the Company was 23,219,900 and said shares had 23,219,900
votes in total.
Helsinki, March 9, 2018
Lemminkäinen Corporation
Board of Directors
For further information, please contact:
Johan Nybergh, General Counsel, YIT Oyj, tel. +358 40 562 5565,
[email protected]
YIT CORPORATION
Ilkka Salonen
CFO
Distribution: Nasdaq Helsinki, major media, www.yitgroup.com
YIT is the largest Finnish and significant North European construction company.
We develop and build apartments, business premises and entire areas. We are also
specialised in demanding infrastructure construction and paving. Together with
our customers our 10,000 professionals are creating more functional, more
attractive and more sustainable cities and environments. We work in 11
countries: Finland, Russia, Scandinavia, the Baltic States, the Czech Republic,
Slovakia and Poland. The new YIT was born when over 100-year-old YIT Corporation
and Lemminkäinen Corporation merged on February 1, 2018. Our combined annual
revenue for 2017 was over EUR 3.8 billion. YIT Corporation's share is listed on
Nasdaq Helsinki Oy. www.yitgroup.com
Notice to Shareholders in the United States
The YIT shares issued in connection with the merger have not been registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act") and are
being issued in reliance on the exemption from registration set forth in Rule
802 under the Securities Act.
YIT is a Finnish company and the issuance of YIT shares will be subject to
procedural and disclosure requirements in Finland that may be different from
those of the United States. Any financial statements or other financial
information included in this release may have been prepared in accordance with
non-U.S. accounting standards that may not be comparable to the financial
statements of U.S. companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States.
It may be difficult for U.S. shareholders to enforce their rights and any claims
they may have arising under U.S. federal securities laws in connection with the
merger, since YIT is located in a non-U.S. jurisdiction, and some or all of its
officers and directors may be residents of countries other than the United
States. As a result, U.S. shareholders may not be able to sue YIT or its
officers and directors in a court in Finland for violations of U.S. federal
securities laws. Further, it may be difficult to compel YIT to subject itself to
the jurisdiction or judgment of a U.S. court.
U.S. shareholders should be aware that YIT may have purchased Lemminkäinen’s
shares otherwise than under the merger, such as in open market or privately
negotiated purchases, at any time during the pendency of the merger.