Proposals of the Shareholders’ Nomination Board to the Annual General Meeting
The Shareholders’ Nomination Board of YIT Corporation presents the following proposals to the Annual General Meeting of YIT Corporation, which meets on March 12, 2020:
Number of members of the Board of Directors
The Nomination Board proposes that a Chairman, a Vice Chairman and six (6) ordinary members be elected to the Board of Directors.
Fees of the Chairman, Vice Chairman and members of the Board of Directors
The Nomination Board proposes that the members of the Board of Directors be paid the following fixed annual fees for the term of office ending at the conclusion of the next Annual General Meeting:
– Chairman of the Board: EUR 100,000,
– Vice Chairman of the Board and Chairmen of the permanent Committees: EUR 70,000, unless the same person is Chairman of the Board or Vice Chairman of the Board and
- Members: EUR 50,000.
In addition, the Nomination Board proposes that the award and payment of the fixed annual fee be contingent on the Board members committing to purchasing directly, based on the resolution of the Annual General Meeting, YIT Corporation shares amounting to 40% of the fixed annual fee from a regulated market (Nasdaq Helsinki Ltd) at a price determined by public trading, and that the shares in question be purchased directly on behalf of the Board members. The shares shall be purchased within two weeks of the publication of the interim report for the period January 1–March 31, 2020.
It is the recommendation of the Nomination Board that members of the Board of Directors not transfer the shares awarded to them as a fixed annual fee until their term on the Board expires.
In the view of the Nomination Board, long-term oriented and increasing share ownership by the members of the Board of Directors benefits all shareholders.
The Nomination Board further proposes that in addition to the fixed annual fee Board member living in Finland be paid a meeting fee of EUR 800 per meeting and a member living elsewhere in Europe be paid EUR 2,000. It is also proposed that EUR 800 be paid per permanent or temporary committee meeting to a committee member living in Finland and to a committee member living elsewhere in Europe be paid EUR 2,000. Per diems are proposed to be paid for trips in Finland and abroad in accordance with YIT Corporation’s and tax authorities travelling compensation regulations.
In addition, the Nomination Board proposes that the members of the Shareholders’ Nomination Board, including the expert member, be paid a meeting fee of EUR 800 per a Board meeting and the Chairman be paid EUR 1,600 per a Board meeting.
Proposal for Chairman, Vice Chairman and members of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that Harri-Pekka Kaukonen be re-elected as Chairman, Eero Heliövaara be re-elected as Vice Chairman and re-elected as members Alexander Ehrnrooth, Frank Hyldmar, Olli-Petteri Lehtinen, Kristina Pentti-von Walzel, Barbara Topolska and Tiina Tuomela.
All candidates have consented to being elected and are independent of the company or its major shareholders, except for Alexander Ehrnrooth, who is dependent of the major shareholder. Essential information regarding the proposed persons will be published on the YIT website at https://www.yitgroup.com/nominationboard
Shareholders’ Nomination Board
YIT Corporation’s General Meeting held on March 15, 2016, decided to set up a Shareholders’ Nomination Board, the task of which is to prepare proposals regarding the election of members of the Board of Directors and awards.
YIT Corporation’s three largest shareholders according to Euroclear’s shareholder register on August 30, 2019 are the shareholder group (PNT Group Oy, Noora Forstén, Fideles Oy, Kristina Pentti-von Walzel, Eva Pentti-Kortman and Kristian Pentti.), Tercero Invest AB and Varma Mutual Pension Insurance Company. The following persons have been nominated as their representatives to YIT’s Nomination Board:
- Juhani Mäkinen, Counsellor of Law, the shareholder group (14.89% of shares and votes)
- Alexander Ehrnrooth, President and CEO, Tercero Invest AB (11.61% shares and votes)
- Risto Murto, President and CEO, Varma Mutual Pension Insurance Company (7.55% shares and votes)
The Chairman of YIT Corporation’s Board of Directors, Harri-Pekka Kaukonen, participates in the Nomination Board’s work as an expert member. The Nomination Board’s Chairman is Counsellor of Law Juhani Mäkinen.
The Nomination Board shall present and justify its proposals and give an account of its operations to the Annual General Meeting.
The Board of Directors of YIT Corporation includes these proposals in the notice of the Annual General Meeting of 2020, which will be published on February 7, 2020.
For further information, please contact:
Juhani Mäkinen, Chairman of the Nomination Board. tel. + 358 40 500 5177
Juha Jauhiainen, Corporate General Counsel, YIT Corporation, tel. + 358 40 725 9643
Vice President, Investor Relations
Distribution: Nasdaq Helsinki, major media, www.yitgroup.com
YIT is the largest Finnish and significant North European construction company. We develop and build apartments and living services, business premises and entire areas. We are also specialised in demanding infrastructure construction and paving. Together with our customers, our nearly 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 restated pro forma revenue for 2018 was approximately EUR 3.2 billion. YIT Corporation's share is listed on Nasdaq Helsinki Oy. www.yitgroup.com