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 16 March 2023:
Number of members of the Board of Directors
The Nomination Board proposes that a Chairman, a Vice Chairman and five (5) 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 2023 – 31 March 2023. 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.
It was further decided to propose to the Annual General Meeting 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, also for meetings of the Board and its committees held via electronic remote connections or by telephone.
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, it was decided to propose to the general meeting 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, Jyri Luomakoski as Vice Chairman and Sami Laine, Casimir Lindholm, Keith Silverang, Barbara Topolska and Kerttu Tuomas be re-elected as members for a term ending at the close of the next Annual General Meeting following their election.
With regard to the selection procedure for the members of the Board of Directors, the Nomination Board recommends that shareholders take a position on the proposal as a whole at the Annual General Meeting. In preparing its proposals the Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, has determined that the proposed Board of Directors as a whole also has the best possible expertise for the company and that the composition of the Board of Directors meets other requirements of the Finnish Corporate Governance Code for listed companies.
The present members of the Board Eero Heliövaara, Frank Hyldmar and Olli-Petteri Lehtinen 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 Annual General Meeting held on 15 March 2016, decided to set up a Shareholders’ Nomination Board, to prepare proposals to the Annual General Meeting on the election and remuneration of the members of the Board of Directors.
YIT Corporation’s three largest shareholders according to Euroclear’s shareholder register on 31 August 2022 were Tercero Invest AB, the shareholder group (PNT Group Oy, Noora Pentti, Fideles Oy, Eva Pentti-Kortman, Kristian Pentti and Kristina Pentti-von Walzel) and Varma Mutual Pension Insurance Company. The following persons have been nominated as their representatives to YIT’s Nomination Board:
- Alexander Ehrnrooth, CEO, Tercero Invest AB, 17.38% of shares and votes
- Juhani Mäkinen, Counsellor of Law, the shareholder group PNT Group Oy, Noora Pentti, Fideles Oy, Eva Pentti-Kortman, Kristian Pentti and Kristina Pentti-von Walzel, 14.59% of shares and votes
- Risto Murto, President and CEO, Varma Mutual Pension Insurance Company, 5.66% of 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 prepares the proposals concerning Board members and Board compensation for the following Annual General Meeting.
The Board of Directors of YIT Corporation includes these proposals in the notice of the Annual General Meeting of 2023, which will be published 10 February 2023.
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
Distribution: Nasdaq Helsinki, major media, www.yitgroup.com
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