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YIT Oyj — Proxy Solicitation & Information Statement 2022
Sep 15, 2022
3249_rns_2022-09-15_a324e9c9-f57a-432d-a2b9-c12bad2f6ce9.html
Proxy Solicitation & Information Statement
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Notice convening YIT Corporation's Extraordinary General Meeting
Notice convening YIT Corporation's Extraordinary General Meeting
YIT Corporation Stock exchange release 15 September 2022 at 12:30 p.m.
Notice convening YIT Corporation's Extraordinary General Meeting
The shareholders of YIT Corporation are invited to attend the Extraordinary
General Meeting to be held on Thursday, October 6, 2022, starting at 2:30 p.m.
(Finnish time GMT+3) in Messukeskus Siipi, located at the address
Rautatieläisenkatu 3, 00520 Helsinki.
Check-in for those who have registered for the meeting and the distribution of
ballots will start at the venue at 2:00 p.m.
There will be no catering at the meeting.
A. Matters to be considered at the Extraordinary General Meeting
-
Opening of the meeting
-
Election of the chair and calling the secretary for the meeting
-
Election of the persons to scrutinize the minutes and to supervise the
counting of votes -
Adoption of the list of votes
-
Recording the legality of the meeting
-
Amending of the Articles of Association
The Shareholders' Nomination Board has proposed that two new members be elected
to the Board of Directors and that, as a result, the Board of Directors of the
Company consist of the Chairman, the Vice Chairman and eight (8) ordinary
members. According to the Articles of Association in force, the Board of
Directors consists of a Chairman, a Vice Chairman and a minimum of three (3) and
maximum of seven (7) ordinary members. To allow for the composition of the Board
of Directors proposed by the Shareholders' Nomination Board, the Board of
Directors proposes that the Extraordinary General Meeting resolve on amending
Article 4 of the Company's Articles of Association to increase the maximum
number of Board members by one. In its amended form, said provision of the
Articles of Association would read as follows:
4 §
For the proper administration and organization of the Company's affairs, the
Company shall have a Board of Directors consisting of a Chairman and Vice
Chairman appointed by the general meeting of shareholders as well as a minimum
of three (3) and maximum of eight (8) members.
Should the membership of the Chairman or Vice Chairman expire during the term of
office, the Board of Directors may elect a new Chairman or Vice Chairman from
among its members.
The term of each member of the Board of Directors shall begin at the general
meeting of shareholders at which he or she is elected and expire at the end of
the next Annual General Meeting of Shareholders following election.
Furthermore, the Board of Directors proposes that Article 8 of the Articles of
Association be amended to enable holding a general meeting in Espoo or Vantaa in
addition to the Company's registered office or completely without a meeting
venue as a so-called remote meeting. In its amended form, said provision of the
Articles of Association would read as follows:
8 §
The Annual General Meeting of Shareholders shall be held annually by the end of
June.
The notice of the meeting of shareholders shall be published on the Company's
website.
To be able to attend the general meeting of shareholders, each shareholder shall
notify the Company thereof by the date indicated in the notice of the meeting
which date may be no earlier than ten days before the meeting.
The general meeting shall be held at the venue determined by the Board of
Directors of the Company. The venue may be in the Company's registered office,
Espoo or Vantaa. The Board of Directors may also resolve on organizing a general
meeting without a meeting venue whereby the shareholders shall exercise their
power of decision in full in real time during the meeting by the use of
telecommunication connections and technical means.
It is proposed that the Articles of Association remain unchanged in other
respects.
- Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board has evaluated the composition of the Board of
Directors from the perspective of, inter alia, achieving the strategic goals of
the Company and concluded that it would be possible to advance achieving these
goals by further strengthening the existing competence of Board of Directors
with new capabilities.
The Shareholders' Nomination Board proposes that two new members be elected to
the Board of Directors and that, as a result, the Board of Directors of the
Company consist of a Chairman, a Vice Chairman and eight (8) ordinary members.
The Nomination Board proposes that, in the manner described in section 8 below,
the election of the second new Board member be conditional upon the
Extraordinary General Meeting resolving to approve the amendment to Article 4 of
the Articles of Association proposed above in section 6 and registering the
amendment with the Trade Register.
- Election of the new members and decision on their remuneration
The Shareholders' Nomination Board proposes that Sami Laine and Keith Silverang
will be elected as new Board members for a term ending at the close of the next
Annual General Meeting. It is further proposed that the election of Sami Laine
is conditional upon the Extraordinary General Meeting resolving to approve the
amendment to Article 4 of the Articles of Association proposed above in
section 6 and registering the amendment with the Trade Register.
Both candidates have consented to being elected. Both candidates are introduced
on the Company's website at www.yitgroup.com/egm2022.
Chairman Harri-Pekka Kaukonen, Vice Chairman Eero Heliövaara and members Frank
Hyldmar, Olli-Petteri Lehtinen, Barbara Topolska, Casimir Lindholm, Jyri
Luomakoski and Kerttu Tuomas continue in the Board of Directors.
The Annual General Meeting has on March 17, 2022, resolved on the remuneration
of the members of the Board of Directors. The Shareholder's Nomination Board
proposes that the remuneration payable to the new members shall correspond to
the remuneration as resolved on by the Annual General Meeting in proportion to
the length of their term. To the extent that remuneration is paid in YIT
Corporation shares, the shares shall be purchased within two weeks of the
publication of the interim report for the period January 1 - September 30, 2022.
- Closing of the meeting
B. Documents of the General Meeting
This notice of meeting will be available for inspection by shareholders as of
September 15, 2022, on the Company's website at www.yitgroup.com/egm2022.
The minutes of the Extraordinary General Meeting will be available on the
Company's website at www.yitgroup.com/egm2022 by October 20, 2022.
C. Instructions for those participating in the General Meeting
- Right to participate
In order to have the right to participate in the General Meeting, a shareholder
must be registered in the Company's shareholders' register, which is maintained
by Euroclear Finland Oy, no later than on the record date of the General Meeting
on September 26, 2022. A shareholder whose shares are registered in their
personal Finnish book-entry account is registered in the Company's shareholders'
register.
Changes in shareholding occurring after the record date of the General Meeting
shall not affect the right to attend the meeting or the voting rights of the
shareholder.
- Registration
A shareholder whose shares are registered in their personal Finnish book-entry
account and who wishes to participate in the meeting must register for the
meeting between 10:00 a.m. Finnish time on September 19, 2022 and 10:00 a.m.
Finnish time on October 3, 2022 using one of the following methods:
a) Online through YIT Corporation's website at www.yitgroup.com/egm2022.
Shareholders who are natural persons must sign in to the online registration
service using strong electronic authentication with a Finnish bank ID or a
Finnish mobile certificate. Shareholders who are legal persons are required to
sign in using their book-entry account number and their business ID or
identification code. Alternatively, shareholders who are legal persons can
authorize a proxy representative via the Suomi.fi service at www.suomi.fi/e
-authorizations using the authorization for ‘Representation at the General
Meeting'. The proxy representative authorized via the Suomi.fi service must sign
in to the online registration service using strong electronic authentication
with a Finnish bank ID or a Finnish mobile certificate.
b) By telephone at the number +358 20 770 6890 between 9 a.m. and 4 p.m. on
weekdays.
The shareholder's name and personal identification number or business ID, as
well as the name of their eventual assistant or proxy representative and the
personal identification number of the proxy representative must be given 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 related
necessary registrations.
A shareholder, their representative or proxy representative shall, upon request,
be able to prove their identity and/or right of representation at the meeting
venue.
- Advance voting
Shareholders with a Finnish book-entry account can vote in advance on certain
matters on the agenda through the Company's website at www.yitgroup.com/egm2022
between 10:00 a.m. Finnish time on September 19, 2022 and 10:00 a.m. Finnish
time on October 3, 2022. Shareholders can sign in to the service the same way as
to the online registration service referred to above in section C. 2. a) of
these instructions.
Proposed resolutions that are subject to advance voting are considered to have
been presented unchanged in the General Meeting, and the advance votes are taken
into account in a vote held at the meeting venue also in circumstances where an
alternative resolution has been proposed concerning the matter. Taking the votes
into account requires that shareholders who voted in advance are registered in
the Company's shareholders' register maintained by Euroclear Finland Oy on the
record date of the General Meeting. Unless shareholders voting in advance are
present at the General Meeting in person or by way of proxy representation, they
will not be able to use their rights under the Limited Liability Companies Act
to request information or a vote.
The instructions for advance voting are available on the Company's website at
www.yitgroup.com/egm2022.
- Holder of nominee registered shares
A holder of nominee registered shares has the right to participate in the
Extraordinary General Meeting based on the shares that would entitle them to be
registered in the shareholders' register maintained by Euroclear Finland Oy on
the record date of the General Meeting on September 26, 2022. In addition, the
right to participate requires that the holder of nominee registered shares is
temporarily entered into the shareholders' register maintained by Euroclear
Finland Oy based on these shares on October 3, 2022 at 10:00 a.m. at the latest.
This is considered registration for the General Meeting as regards nominee
registered shares. Changes in shareholding occurring after the record date of
the General Meeting shall not affect the right to attend the meeting or the
voting rights of the shareholder.
Holders of nominee registered shares are advised to request from their custodian
bank the necessary instructions regarding registration in the temporary
shareholders' register of the Company, the issuing of proxy documents and
registration for the General Meeting well in advance. The account operator of
the custodian bank must register a holder of nominee registered shares who
wishes to participate in the Extraordinary General Meeting into the temporary
shareholders' register of the Company at the latest by the time stated above.
- Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise their 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
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 held in different securities accounts, the shares by
which each proxy representative represents the shareholder shall be identified
in connection with the. A proxy template is available on the Company's website
at www.yitgroup.com/egm2022.
Any proxy documents should be announced in connection with registration, and the
original proxy documents should be delivered by post to YIT Corporation, General
Meeting, P.O. Box 36, 00621 Helsinki, prior to the end of the registration
period. Alternatively, a copy of the proxy document can be delivered by email to
[email protected], in addition to which the original proxy document must be presented
at the meeting venue.
A shareholder may also authorize a proxy representative in the online
registration service referred to in section C. 2. a) of these instructions if
they so wish.
- Other information
Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a
shareholder participating in the General Meeting has the right to request
information with respect to the matters to be considered at the meeting.
On the date of this notice convening the General Meeting, the total number of
shares and votes in YIT Corporation is 211,099,853. The Company holds a total of
1,588,707 treasury shares on the date of this notice. According to the Limited
Liability Companies Act, shares held by the Company itself or its subsidiaries
do not carry a right to participate in the General Meeting.
Helsinki, September 15, 2022
YIT Corporation
Board of Directors
Distribution: Nasdaq Helsinki, major
media, www.yitgroup.com (https://www.yitgroup.com/en)
YIT is the largest Finnish and a significant North European development and
construction company. For 110 years, we have been creating better living
environments for our customers: functional homes for sustainable living, future
-proof public and commercial buildings and infrastructure for smoother flow of
people, businesses and society. We employ 5,500 professionals in nine countries:
Finland, Sweden, Norway, Estonia, Latvia, Lithuania, the Czech Republic,
Slovakia and Poland. Our revenue in 2021 was EUR 2.7 billion. YIT Corporation's
share is listed on Nasdaq Helsinki
Oy. www.yitgroup.com (https://eur03.safelinks.protection.outlook.com/?url=https%3
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