Resolutions passed at the Annual General Meeting of YIT Corporation
YIT Corporation Stock Exchange Release 14 March 2024 at 13:30 p.m.
Resolutions passed at the Annual General Meeting of YIT Corporation
The Annual General Meeting of YIT Corporation held today, 14 March 2024, adopted the 2023 financial statements and discharged the members of the Board of Directors and the President and CEO from liability. The Annual General Meeting approved the remuneration report for the company’s governing bodies for the financial year 2023 and supported the presented remuneration policy for 2024-2027. The Annual General Meeting also decided on the composition of the Board of Directors and their remuneration, as well as authorising the Board of Directors to decide on the repurchase of company shares and share issues.
Distribution of dividends
The Annual General Meeting decided to approve the proposal of the Board of Directors to not distribute dividend.
Remuneration report and remuneration policy
Remuneration report for the company’s governing bodies for the financial year 2023 and remuneration policy for 2024-2027 were presented to the Annual General Meeting. The Annual General Meeting decided to approve the remuneration report and supported the presented remuneration policy. Both decisions were advisory.
Composition of the Board of Directors and their fees
The Annual General Meeting resolved to elect a Chairman, Vice Chairman and four ordinary members to the Board of Directors for a term ending at the close of the next Annual General Meeting following their election, namely: Jyri Luomakoski was elected as the Chairman, Casimir Lindholm was elected as the Vice Chairman and Sami Laine and Kerttu Tuomas were re-elected as members and Leena Vainiomäki and Anders Dahlblom were elected as new 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 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, 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 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 2024 or on the first possible date under applicable law. 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, also for meetings of the Board and its committees held via electronic remote connections or by telephone.
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
The election and remuneration of the Company’s auditor for the financial year 2024 had been resolved already in the previous Annual General Meeting held on 16 March 2023. Ernst & Young Oy, Authorised Public Accountants, was elected then as the auditor for the financial year 2024, with Mikko Rytilahti, APA, serving as the chief auditor. It was also resolved that the auditor’s fee was to be paid according to their invoice approved by the Company.
Ernst & Young Oy will also act as the Company’s sustainability partner for the financial year 2024. The sustainability partner’s fee will be paid according to their invoice 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 16 March 2023.
The authorisation is valid until 30 June 2025.
Share issues
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 16 March 2023.
The authorisation is valid until 30 June 2025.
Other information
On 14 March 2024, the total number of YIT shares is 232,059,853 and YIT holds 1,552,119 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 28 March 2024, at the latest.
For further information:
Juha Jauhiainen, Corporate General Counsel, YIT Corporation, tel. +358 40 725 643, [email protected]
YIT Corporation
Tuomas Mäkipeska
CFO
Distribution: Nasdaq Helsinki, major media, www.yitgroup.com
YIT is a leading construction and development company. Building on over 110 years of experience, we develop and build sustainable living environments: functional homes, future-proof public and commercial buildings, and infrastructure to support the green transition. We employ approximately 4,300 professionals in eight countries. Our revenue in 2023 was EUR 2.2 billion. YIT Corporation's shares are listed on Nasdaq Helsinki.
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