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 14 March 2024:
Number of members of the Board of Directors
The Nomination Board proposes that a Chairman, a Vice Chairman and four (4) 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 as previous year 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 2024 – 31 March 2024 or as soon as possible in accordance with applicable legislation. 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 proposes 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 as previous year 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 as previous year 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 is also proposed to the general meeting that the members of the Shareholders’ Nomination Board, including the expert member, be paid as previous year 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 Jyri Luomakoski will be elected as Chairman, Casimir Lindholm as Vice Chairman and Sami Laine and Kerttu Tuomas will be re-elected and Leena Vainiomäki and Anders Dahlblom will be elected as new 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 Harri-Pekka Kaukonen, Barbara Topolska and Keith Silverang 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, except Anders Dahlblom who is dependent of 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 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 2023 and according to the standing order were the shareholder group (PNT Group Oy, Noora Pentti, Fideles Oy, Kristian Pentti, Kristina Pentti-von Walzel, Eva Pentti-Kortman and Heikki Pentti Estate), Tercero Invest AB and Varma Mutual Pension Insurance Company. The following persons have been nominated as their representatives to YIT’s Nomination Board:
Kristina Pentti von-Walzel the shareholder group PNT Group Oy, Noora Pentti, Fideles Oy, Kristian Pentti, Kristina Pentti-con Walzel, Eva Pentti-Kortman and Heikki Pentti estate, 18.56% of shares and votes,
Alexander Ehrnrooth, CEO, Tercero Invest AB, 17.73% of shares and votes
Risto Murto, President and CEO, Varma Mutual Pension Insurance Company, 5.66% of shares and votes.
As the Nomination Board’s Chairman acts CEO Alexander Ehrnrooth. 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 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 2024, which will be published 9 February 2024.
For further information:
Alexander Ehrnrooth, Chairman of the Nomination Board, tel. +358 9 6122 340
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. We develop and build sustainable living environments: functional homes, future-proof public and commercial buildings, infrastructure for smooth mobility, and renewable energy solutions to benefit the climate. We employ around 5,000 professionals in eight countries: Finland, Sweden, Estonia, Latvia, Lithuania, the Czech Republic, Slovakia and Poland. Our revenue in 2022 was EUR 2.4 billion. YIT Corporation's share is listed on Nasdaq Helsinki. Read more: www.yitgroup.com