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 17 March 2022:
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 105,000,
- Vice Chairman of the Board and Chairmen of the permanent Committees: EUR 73,500, unless the same person is Chairman of the Board or Vice Chairman of the Board and
- Members: EUR 52,500.
In addition, the Shareholders’ Nomination Board proposes that the annual remuneration for the members of the Board of Directors shall be paid in Company shares so that 40% of the annual fee is paid in YIT Corporation shares to be purchased on the Board members’ behalf from the market at a price determined in public trading from a regulated market (Nasdaq Helsinki Ltd). The shares will be purchased within two weeks of the publication of the interim report for the period 1 January 2022–31 March 2022. The Company will pay any costs related to the purchase of Company shares.
It is recommended by the Nomination Board that members of the Board of Directors do not transfer the shares awarded to them as a fixed annual fee until their term on the Board expires.
The Nomination Board views that 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, the members of the Board and its permanently and temporarily appointed committees living in Finland be paid a meeting fee of EUR 800 per meeting and members living elsewhere in Europe be paid EUR 2,000. However, if the meeting is held by phone or by other electronical devices and connections, the Board and Committee meeting fee is proposed to be EUR 800 per meeting for both members living in Finland and elsewhere in Europe.
It is also proposed that the chairman of the Board and the chairmen of the permanent and temporarily appointed committees are be paid a meeting fee of EUR 1,600 per meeting. 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 Frank Hyldmar, Olli-Petteri Lehtinen and Barbara Topolska be re-elected as members, and Casimir Lindholm, Jyri Luomakoski ja Kerttu Tuomas be elected as new Board members.
The present members of the Board Alexander Ehrnrooth, Kristina Pentti-von Walzel and Tiina Tuomela have announced that they are not available for re-election to the Board of Directors of YIT Corporation for a new term.
All candidates have consented to being elected and are independent of the company or its major shareholders. 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 15 March 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 31 August 2021 were the two groups of shareholders 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, shareholder group (13,78 % of shares and votes) PNT Group Oy, Noora Forstén, Fideles Oy, Kristina Pentti-von Walzel, Eva Pentti-Kortman (13,78 % of shares and votes)
- Alexander Ehrnrooth, CEO, Tercero Invest AB (11,89% shares and votes) and
- 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 2022, which will be published 4 February 2022.
For further information:
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 a significant North European development and construction company with a strong customer focus and clear mission to create better living environments. We develop and build functional homes for sustainable living, future-proof public and commercial buildings and infrastructure for smoother flow of people, businesses and society. We employ 7,400 professionals in ten countries: Finland, Russia, Sweden, Norway, Estonia, Latvia, Lithuania, the Czech Republic, Slovakia and Poland. Our revenue in 2020 was EUR 3.1 billion. YIT Corporation's share is listed on Nasdaq Helsinki Oy. www.yitgroup.com