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:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. 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
7. Adoption of the Financial Statements for the year 2017 and for the period January 1 – January 31, 2018 (Final Accounts)
8. Resolution on the discharge of the members of the Board of Directors and President & CEO from liability
9. 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
1. 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.
2. 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.
3. 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.
4. 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
Board of Directors
For further information, please contact:
Johan Nybergh, General Counsel, YIT Oyj, tel. +358 40 562 5565, email@example.com
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.