Resolutions passed at the Annual General Meeting of YIT Corporation
The Annual General Meeting of YIT Corporation held today, 17 March 2022, adopted the 2021 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 0.16 be paid per share, or a total of approximately EUR 33 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 the dividend shall be paid to the shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Oy on the dividend record date of 22 March 2022. It was decided that dividend for this instalment be paid on 7 April 2022.
The second instalment of dividend shall be paid in October 2022. 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 2022. The dividend record date for the second instalment as per the current rules of the Finnish book-entry system would be 4 October 2022, at the earliest and the dividend payment date 12 October 2022 at the earliest.
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 Frank Hyldmar, Olli-Petteri Lehtinen and Barbara Topolska re-elected as members, and Casimir Lindholm, Jyri Luomakoski and Kerttu Tuomas elected as new Board 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 105,000
- Vice Chairman 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, it was decided 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–31 March 2022. The Company will pay any costs related to the purchase of Company shares.
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.
The chairman of the Board and the chairmen of the permanent and temporarily appointed committees be paid a meeting fee of EUR 1,600 per meeting. 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 Samuli Perälä, 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 18 March 2021.
The authorisation is valid until 30 June 2023.
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 21,000,000. 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 18 March 2021.
The authorisation is valid until 30 June 2022.
On 17 March 2022, the total number of YIT shares is 211,099,853 and YIT holds 1,980,947 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 31 March 2022, at the latest.
For further information:
Juha Jauhiainen, Corporate General Counsel, YIT Corporation, +358 40 725 9643, firstname.lastname@example.org
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. 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 7,000 professionals in ten countries: Finland, Russia, Sweden, Norway, Estonia, Latvia, Lithuania, the Czech Republic, Slovakia and Poland. Our revenue in 2021 was EUR 2.9 billion. YIT Corporation's share is listed on Nasdaq Helsinki Oy. www.yitgroup.com