Published: 2013-06-17 11:15:00 CEST
YIT
Decisions of extraordinary general meeting

Resolutions passed at the extraordinary general meeting of YIT Corporation

Helsinki, Finland, 2013-06-17 11:15 CEST (GLOBE NEWSWIRE) --

YIT CORPORATION   STOCK EXCHANGE RELEASE                    17 June 2013 at 12.15 p.m.

 

RESOLUTIONS PASSED AT THE EXTRAORDINARY GENERAL MEETING OF YIT CORPORATION

 

YIT Corporation's (“YIT”) Extraordinary General Meeting, which was held today on June 17, 2013, approved the demerger plan and decided on the partial demerger of YIT in accordance with the demerger plan. In addition, the General Meeting decided on the composition of the Board of Directors of Caverion Corporation (“Caverion”) and their fees, the election of the auditor and its fee, the authorisation of the Board of Directors of Caverion on the repurchase of own shares and share issues as well as on the composition of the Board of Directors of YIT.  

 

Approval of the demerger plan and deciding on a partial demerger

The General Meeting approved the demerger plan relating to the partial demerger of YIT and decided on the partial demerger of YIT in accordance with the demerger plan. According to the demerger plan YIT will demerge so that all of the assets, liabilities and responsibilities related to YIT's Building Systems business are transferred to a company to be established in the demerger named Caverion Corporation. YIT's Construction Services business will remain with YIT. Following the implementation of the demerger, Caverion Corporation will be an independent public limited company, separate from YIT Corporation. The planned registration date of the implementation of the demerger is 30 June 2013.

As a part of the demerger decision, the General Meeting confirmed Caverion’s articles of association, which are attached as an appendix to the demerger plan. Simultaneously, the General Meeting decided to amend § 2 of YIT’s articles of association, i.e. the company's field of operation, in the manner described in the demerger plan. The main content of the amendment of the articles of association is that references to Building Services business are removed from the provision concerning the field of operation of YIT. The amendment is conditional upon the registration of the implementation of the demerger.

 

Composition of the Board of Directors of Caverion and their fees

 

The General Meeting resolved to elect a Chairman, Vice Chairman and three (3) ordinary members to the Board of Directors of Caverion, namely: Henrik Ehrnrooth as the Chairman of the Board of Directors, Michael Rosenlew as the Vice Chairman and Anna Hyvönen, Ari Lehtoranta and Eva Lindqvist as members of the Board of Directors. The Board of Directors’ term expires at the end of the Annual General Meeting of Caverion that next follows the meeting at which they were elected.

 

The General Meeting decided that the following fees be paid to the Board of Directors: to the Chairman EUR 6,600/month (EUR 79,200/year), to the Vice Chairman EUR 5,000/month (EUR 60,000/year), to a member EUR 3,900/month (EUR 46,800/year) and a meeting fee of EUR 550 per meeting. In addition, EUR 550 is paid to the members of the committees of the Board of Directors for each committee meeting. Per diems are paid for trips in Finland and abroad in accordance with the State's travelling compensation regulations.

 

Election of the auditor of Caverion and its fee

 

PricewaterhouseCoopers Oy, Authorized Public Accountants, was elected as the company's auditor. PricewaterhouseCoopers Oy has nominated Heikki Lassila, Authorized Public Accountant, as responsible auditor. The auditor's fees will be paid against the invoices approved by Caverion. The auditor's term expires at the end of the Annual General Meeting of Caverion that next follows the meeting at which it was elected.

 

Authorising Caverion's Board of Directors to decide on the repurchase of own shares of Caverion

 

The General Meeting authorised the Board of Directors of Caverion to decide on the repurchase of own shares of Caverion in accordance with the proposal by the Board of Directors. The authorisation covers the purchasing of a maximum of 12,500,000 company shares using the funds from the company's unrestricted equity. The shares are not to be purchased in proportion to the shareholders' holdings.

 

The shares will be purchased in public trading on NASDAQ OMX Helsinki Ltd, and the shares will be purchased at their market value in public trading on NASDAQ OMX Helsinki Ltd at the time of purchase.

 

The share purchase will decrease Caverion’s distributable unrestricted equity.

 

The authorisation is valid until 31 March 2014. The Board of Directors is permitted to make a decision based on this authorisation only after the implementation of the demerger.

 

Authorising Caverion's Board of Directors to decide on share issues

The General Meeting authorised the Board of Directors of Caverion to decide on share issues in accordance with the proposal by the Board of Directors. The authorisation may be used in full or in part by issuing shares in Caverion in one or more issues so that the maximum number of shares issued is a total of 25,000,000 shares.

 

The Board of Directors may decide on a directed share issue in deviation from the shareholders' pre-emptive rights. According to the authorisation the Board of Directors decides to whom and in which order the shares will be issued. In the share issues shares may be issued for subscription against payment or without charge.

Based on the authorisation the Board of Directors may also decide on a share issue without payment directed to the company itself, provided that the number of shares held by the company after the issue would be a maximum of 10% of the issued and outstanding shares in the company. This amount includes shares held by Caverion and its subsidiaries in the manner provided for in Chapter 15(11)(1) of the Limited Liability Companies Act.

 

The authorisation empowers the Board of Directors to decide on the terms and conditions of and measures related to the share issues in accordance with the Limited Liability Companies Act, including the right to decide whether the subscription price will be recognised in full or in part in the invested unrestricted equity reserve or as an increase to the share capital.

The share issue authorisation also includes the authorisation of the Board of Directors to decide on the transfer of own shares that may be acquired on the bases of the above mentioned authorisation.

 

The authorisation applies to a maximum of 12,500,000 company's own shares. The Board of Directors was authorised to decide on the purpose for transferring such shares and on the terms and conditions for such transfer.

 

The authorisation is valid until 31 March 2014. The Board of Directors is permitted to make a decision based on this authorisation only after the implementation of the demerger.

 

Composition of the Board of Directors of YIT

Ari Lehtoranta and Michael Rosenlew have announced that they will resign from YIT's Board of Directors provided that they are elected to the board of Caverion and that the implementation of the partial demerger of YIT will be registered. The number of members of YIT’s Board was confirmed as three (3) members in addition to a Chairman and a Vice Chairman. Furthermore, the General Meeting decided that no new members are elected to replace the resigning members, i.e. YIT’s Board of Directors consists of Henrik Ehrnrooth as Chairman, Reino Hanhinen as Vice Chairman and Kim Gran, Satu Huber and Erkki Järvinen as members. The proposed changes to the number of the board members and to the board's composition of YIT become valid provided that the implementation of the demerger will be registered.

 

Other information

The minutes of the Extraordinary General Meeting will be available on 
the YIT’s website www.yitgroup.com by 1 July 2013 at the latest. 

The registration document according to the Finnish Securities Markets Act, which includes information on Caverion and its business and financial position, as well as the securities note and summary (together with the registration document the “Prospectus”) related to the partial demerger disclosed by YIT on 5 February 2013 and the shares to be given as demerger consideration in connection with the partial demerger, have been available as of 5 June 2013 on YIT’s website at www.yit.fi/sijoittajat. The unofficial English translation of the Prospectus has been available as of 5 June 2013 on YIT’s website at www.yitgroup.com/investors.

For additional information, please contact:

 

Jonne Heino, Corporate General Counsel, YIT Corporation, tel. +358 20 433 2469, jonne.heino@yit.fi

 

 

Helsinki, 17 June 2013

YIT Corporation

Board of Directors

Distribution:

NASDAQ OMX Helsinki

Major media

www.yitgroup.com

 

DISCLAIMER

This announcement is not an offer of securities for sale in any jurisdiction. No securities are being registered under the US Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration.  No public offering of securities is being made in the United States.

This release includes forward-looking statements. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this communication, including, without limitation, those regarding the demerger plan and its execution. By their nature, forward looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Such statements are based on numerous assumptions and may differ materially from (and be significantly more negative than) those made in, or suggested by, the forward-looking statements contained in this release.