Resolutions passed at the Annual General Meeting of YIT Corporation
The Annual General Meeting of YIT Corporation held today, March 12, 2020, adopted the 2019 financial statements and discharged the members of the Board of Directors and the President and CEO from liability. The Annual General Meeting decided on the dividend payout, the composition of the Board of Directors and their fees, the election of the auditor and its fees as well as authorising the Board of Directors to decide on the repurchase of company shares and share issues.
It was decided that a dividend of EUR 0.28 be paid per share, or a total of approximately EUR 58.5 million, as proposed by the Board of Directors, and that the dividend will be paid in two instalments. No dividend will be paid on treasury shares.
The first instalment of EUR 0.14 per share shall be paid to the shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Oy on the dividend record date of March 16, 2020. It was decided that dividend for this instalment be paid on April 7, 2020.
The second instalment of EUR 0.14 per share shall be paid in October 2020. The second instalment of the dividend shall be paid to shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Oy on the dividend record date, which, together with the payment date, shall be decided by the Board of Directors in its meeting scheduled for September 18, 2020. The dividend record date for the second instalment as per the current rules of the Finnish book-entry system would be September 22, 2020 and the dividend payment date October 6, 2020.
In addition, it was decided that the Annual General Meeting authorise the Board of Directors to decide, at its discretion, on the payment of an extra dividend of no more than EUR 0.12 per share from the unrestricted equity. When considering the decision, the Board of Directors takes into account the completion of the Nordic paving and mineral aggregates businesses transaction announced on July 4, 2019, and its conditions. If the Board of Directors decides on the extra dividend, it shall simultaneously decide the record and payment dates of the extra dividend. The Board of Directors proposes that the authorisation is valid until the opening of the next Annual General Meeting.
Remuneration policy was presented to the Annual General Meeting. The Annual General Meeting resolved to support the presented policy.
Composition of the Board of Directors and their fees
The Annual General Meeting resolved to elect a Chairman, Vice Chairman and six ordinary members to the Board of Directors for a term ending at the close of the next Annual General Meeting following their election, namely: Harri-Pekka Kaukonen re-elected as the Chairman, Eero Heliövaara re-elected as the Vice Chairman and Alexander Ehrnrooth, Frank Hyldmar, Olli-Petteri Lehtinen, Kristina Pentti-von Walzel, Barbara Topolska and Tiina Tuomela re-elected as members.
It was resolved 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 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, it was decided 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. The shares shall be purchased within two weeks of the publication of the interim report for the period January 1–March 31, 2020.
In addition to the fixed annual fee, the Board members are paid a meeting fee of EUR 800 per meeting to Board member living in Finland and a meeting fee of EUR 2,000 per meeting to member living elsewhere in Europe. Additionally, it was decided 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 paid for trips in Finland and abroad in accordance with YIT Corporation’s and tax authorities’ travelling compensation regulations.
The members of the Shareholders’ Nomination Board, including the expert member, will be paid a meeting fee of EUR 800 per a Board meeting and the Chairman be paid EUR 1,600 per a Board meeting.
Election of the auditor and their fee
PricewaterhouseCoopers, Authorised Public Accountants, was elected as the company’s auditor, with Markku Katajisto, Authorised Public Accountant, as the chief auditor. The auditor’s fees will be paid according to the invoices approved by the company.
Repurchase of the company’s own shares
The Annual General Meeting authorised the Board of Directors to decide on the purchase of company shares as proposed by the Board of Directors. The authorisation covers the purchasing of a maximum of 21,000,000 company shares using the company’s unrestricted equity. The authorisation reverses the authorisation to purchase the company's own shares issued by the Annual General Meeting on March 12, 2019.
The authorisation is valid until June 30, 2021.
The Annual General Meeting authorised the Board of Directors to decide on share issues as proposed by the Board of Directors. The authorisation can be used in full or partially by issuing shares in the company in one or more tranches so that the maximum number of shares issued is a total of 42,000,000. The Board of Directors has the right to decide on all terms and conditions of issuing shares.
The authorisation reverses the authorisation to decide on share issues by the Annual General Meeting on March 12, 2019.
The authorisation is valid until June 30, 2021.
On March 12, 2020, the total number of YIT shares is 211,099,853 and YIT holds 2,331,490 of its own shares.
The minutes of the Annual General Meeting will be available on the Internet at the company’s website www.yitgroup.com by March 26, 2020, at the latest.
For further information, please contact:
Juha Jauhiainen, Corporate General Counsel, YIT Corporation, +358 40 725 9643, email@example.com
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, attractive and sustainable cities and environments. We work in 11 countries: Finland, Russia, Scandinavia, the Baltic countries, Czech Republic, Slovakia and Poland. Our revenue in 2019 was approximately EUR 3.4 billion. YIT Corporation's share is listed on Nasdaq Helsinki Oy. www.yitgroup.com