AGM's resolutions 2002
RESOLUTIONS PASSED AT YIT CORPORATION'S ANNUAL GENERAL MEETING
March 7, 2002, YIT Corporation's Annual General Meeting adopted the 2001 financial statements and discharged the accountable parties from liability. A dividend of EUR 0.85 will be paid per share, or a total of EUR 24.5 million. The record date is March 12, 2002, and the dividend payout will begin on March 19, 2002. The Annual General Meeting also took decisions on the auditor, the composition of the Board of Directors, the purchase of the company's own shares (share buyback) and authorizing the Board of Directors to decide on the disposal of the company's own shares. The Annual General Meeting also decided on granting Series C and D shares options in accordance with the proposal by the Board of Directors.
Election of the Board of Directors and the Auditor
The Annual General Meeting confirmed that the number of Board members shall be set at six. It was decided to elect the following persons to seats on the company's Board of Directors: Ilkka Brotherus, Eino Halonen, Reino Hanhinen, Asmo Kalpala, Mikko Kivimäki and Teuvo Salminen.
The Annual General Meeting decided to elect Pricewaterhouse Coopers Oy, Authorized Public Accountants, as the company's auditors responsible for auditing the company's administration and accounts during the current financial period. Pricewaterhouse Coopers Oy has appointed Pekka Nikula, M.Sc. (Econ.), Authorized Public Accountant, as chief auditor.
Share buyback
The Annual General Meeting unanimously decided to purchase a minimum of 200 to a maximum of 700 000 of the company's own shares with distributable shareholders' equity in accordance with the proposal by the Board of Directors. The Board's proposal was made public in a stock exchange bulletin at 8:15 on February 14, 2002.
Authorizing the Board of Directors to decide on the disposal of the company's own shares
The Annual General Meeting unanimously resolved to authorize the Board of Directors to decide on the disposal of a maximum of 1 267 300 of its own shares which have been previously acquired by the company or will be acquired for the company on the basis of the decision described above in such a manner and for such purposes as are meant in the proposal by the Board of Directors. The Board's proposal was made public in a stock exchange bulletin at 8:15 on February 14, 2002. Shares are transferred at least at their market value as determined from their price in public trading on Helsinki Exchanges at the time of the transaction.
Granting of C and D share options
The Annual General Meeting approved the Board of Directors' proposal for granting Series C and D share options to about 220 of the YIT Group's management and key employees. The share options will be granted without consideration, in disapplication of shareholders' pre-emptive right to subscribe for shares, to YIT Corporation's currently employed president and president's deputy, to other management and key employees of YIT Corporation or its subsidiaries as named by the company's Board of Directors as well as to YIT Corporation's wholly-owned subsidiary YIT Rakennus Oy. The pre-emptive right to subscribe for shares is being disapplied because the share options are intended as part of the Group's incentive system and thereby from the company's standpoint there is a weighty economic reason for said disapplication.
To be granted for subscription will be a total maximum of 450 000 Series C share options and a total maximum of 950 000 Series D share options. The Series D share options will be granted for subscription by YIT Rakennus Oy and they are intended for distribution to the YIT Group's management and key employees at a later date, providing that the profitability and growth prerequisites set forth in detail in the Board of Directors' proposal are fulfilled during 2003-2005.
The subscription period for the share options is May 13, 2002 – June 14, 2002. Each share option entitles its holder to subscribe for one (1) share with a nominal value of two (2) euros. As a consequence of subscriptions, YIT Corporation's share capital can rise by a maximum of 2 800 000 euros, i.e. a maximum of 1 400 000 shares can be subscribed for. Shares can be subscribed for by exercising the Series C share option beginning on April 1, 2004, annually from April 1 to November 30. The subscription period ends on November 30, 2006. Shares can be subscribed for by exercising the Series D share option beginning on April 1, 2005, annually from April 1 to November 30. The subscription period ends on November 30, 2006.
The subscription price of the share is EUR 15.19. The subscription price is based on the stock exchange price of the company's share and it exceeds by 15 per cent the average price of the trades in the company's share concluded on Helsinki Exchanges in December 2001 and January 2002. The subscription price will be lowered after January 1, 2003, by the amount of the dividend per share to be distributed by the time of commencement of the subscription period for the share (Series C: April 1, 2004, and Series D: April 1, 2005).
A stock exchange bulletin on the Board of Directors' proposal concerning the share options was issued at 8:30 on February 14, 2002.
For additional information, contact:
Esko Mäkelä, Executive Vice President, tel. 020 433 2258, esko.makela@yit.fi
Veikko Myllyperkiö, Vice President, Corporate Communications, tel. 020 433 2297, veikko.myllyperkio@yit.fi
