Difference between Extraordinary General Meeting and Annual General Meeting

extraordinary meeting must be held every year

Voting right registrations completed not later than the second banking day after 15 October 2021 are taken into account when preparing the register of shareholders. Each shareholder, who is on the record date of the General Meeting, 24 November 2020, registered in the shareholders’ register of the Company held by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company. A shareholder may participate in the General Meeting only through a proxy representative in the manner instructed below. The Board of Directors considers that it is pertinent to incentivise key personnel in the Company and its subsidiaries, with the aim of retaining the best talent and aligning key personnel’s interests with that of shareholders. With this in mind, the Board has proposed a new share options pool for up to 700,000 of the outstanding shares of the Company, corresponding to a dilution of circa 1.5% of the share capital and of the votes.

extraordinary meeting must be held every year

The maximum number of Shares that may be issued based on the special rights under this authorization exceeds the number of Shares that would be issued if the Notes would be converted into Shares at the current conversion price. The excess number of special rights and Shares that may be issued is reserved for possible adjustments to the conversion price in accordance with the terms and conditions of the Notes and may not be issued for any other purpose. The Board of Directors extraordinary meeting must be held every year considers that there are weighty financial reasons to issue the special rights in respect of the Notes as the issuance of the Notes allowed the Company to strengthen its financial position under financial and other terms (including the execution timetable) that would not, in the understanding of the Board of Directors, have been otherwise available. In addition, the capital raised through the issue of the Notes is expected to enable strategic investments by the Company.

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The Company announced on 12 November 2020 with a separate stock exchange release that it is planning to implement a directed share issue worth approximately EUR 9.3 million together with a property arrangement related to the directed share issue. With the proceeds received from the shares issued in the directed share issue, the Company plans to acquire a majority ownership of the real estate company owning a terminal property in Vuosaari, Helsinki from Ilmarinen Mutual Pension Insurance Company. The Company is currently renting the terminal property and the Company would remain as the tenant of the property also after the acquisition.

What is extraordinary general meeting under companies Act 2013?

As per the Companies Act, 2013, EGM can be called for resolving any subject matter, including legal disputes or internal management issues. However, in general, EGM is convened for addressing the following subject matters: The removal of a company's top officials, including executive and directors.

The shareholder’s name and personal identification number or business ID, as well as the name of their eventual assistant or proxy representative and the personal identification number of the proxy representative must be given in connection with the registration. The purpose of the Combination is to create one of the leading construction companies in urban development in the Northern European construction market with a balanced business portfolio of Housing, Business Premises, Infrastructure and Property Partnership and wider geographical presence. Together, YIT and Lemminkäinen can leverage their wide professional network to provide customers cost-competitive yet high quality and complex solutions. YIT and Lemminkäinen will create a broad project execution platform for their diversified customer base. The broadened service offering will decrease the combined company’s sensitivity to economic fluctuations, which will support cash flow generation and help the combination to reach its growth targets. The increased size, reduced risk potential and strengthened capital base of the combined company also give potential for increased financing options and lower cost of debt.

Difference Between Annual General Meeting (AGM) and Extraordinary General Meeting (EGM)

As described above, the number of ordinary shares transferred to participants will be re-calculated after the Spin-Off. The number of shares to be transferred is subject to re-calculation in the event of an in-between bonus issue, reverse share split, share split, rights issue and/or similar measures. The Company’s share capital may be increased by a maximum of SEK 1,238,542.95 through a new issue of a maximum of 123,854,295 shares, corresponding to 15 per cent of the Rights Issue. The subscription price shall be SEK 0.10 per share, which corresponds to the subscription price in the Rights Issue. When allocating shares, the Board shall resolve on allocation in accordance with the principles for allocation in the Rights Issue. The reason for the deviation from the shareholders’ preferential rights is to be able to take advantage of the possibility for the Company to raise additional issue proceeds in the event of an oversubscription of the Rights Issue.

  • The Employee Share Option Scheme shall be valid for a term up to the maximum period of five years allowable by law, and accordingly shall expire on the 9 December 2026, subject to renewal by shareholders at a future meeting.
  • Other informationMajority requirementsA resolution pursuant to item 7 above is valid only when supported by shareholders representing no less than two-thirds of the votes cast and the shares represented at the meeting.
  • Proposed resolutionsItem 2 – Election of Chairman of the meetingThe Board of Directors proposes that Johan Wigh, member of the Swedish Bar Association, or in the event on his absence, the person appointed by the Board of Directors instead, be elected Chairman of the meeting.
  • The share issue without payment will be executed in the book-entry system and does not require any actions to be taken by the shareholders.
  • A shareholder whose shares are registered on their personal Finnish book-entry account or equity savings account, is automatically registered in the shareholders’ register of the Company.

Attorney-at-law Sonja Siggberg will act as the Chairman of the Extraordinary General Meeting. Should Sonja Siggberg be prevented for a weighty reason from acting as Chairman, the Board of Directors of the Company will appoint the person it deems most suitable to act as Chairman of the Extraordinary General Meeting. Vivesto AB is a specialty pharmaceutical company focused on thedevelopment of new therapeutic options for patients suffering from hard-to-treatcancers. Apealea® (paclitaxel micellar) is being made available to ovarian cancerpatients through a partnership with Elevar Therapeutics, Inc.

Who should conduct the EGM?

For the proper administration and organization of the Company’s affairs, the Company shall have a Board of Directors consisting of a Chairman and Vice Chairman appointed by the general meeting of shareholders as well as a minimum of three (3) and maximum of eight (8) members. However, the proxy forms have to be submitted to the company at least 48 hours before the meeting. However, the first AGM of a company can be held at any date, within a period of 18 months, since the date of incorporation of the company.

  • The list of votes will be adopted according to the information provided by Euroclear Finland Oy.
  • Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a shareholder participating in the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
  • The original power of attorney as well as certificate of incorporation and other relevant documents, evidencing the authorised representative, should reach the company at the above address not later than 15 February 2022.
  • Further, it may be difficult to compel YIT or Lemminkäinen to subject themselves to the jurisdiction or judgment of a U.S. court.
  • Kimmo Väkiparta, current President, has decided to leave the company at his own request.

At the time of this notice there are a total of 724,609,266 shares in the company, of which 164,308,598 shares of class A with 10 votes each and 560,300,668 shares of class B with 1 vote each. The members of the nomination committee are to promote the common interests of all the shareholders of the Company and are not to reveal the content or details of any discussion held during the nomination committee meetings unduly. Each member of the nomination committee is to consider carefully whether there are any conflicts of interest or other circumstances that make their service on the nomination committee inappropriate before accepting the assignment to form part of the nomination committee. The names of the members of the nomination committee and of the shareholders they represent shall normally be made public on the Company’s website at the latest six months prior to the annual general meeting. The mandate period of the nomination committee shall extend until the next nomination committee is appointed. Changes in the composition of the nomination committee shall be made public on the website of the Company as soon as they have occurred.

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The company will also allot participants synthetic restricted stock units, entailing the right to, subject to certain conditions being met, receive a cash payment corresponding to the value of one ordinary share at the time of settlement (“Synthetic Restricted Stock Units” and, together with Restricted Stock Units, referred to as “Stock Units”). It is of the Board of Directors opinion that an exchange of stock units granted under the Current LTI 2020 and Current LTI 2021 for new stock units is in the interest of the company and its shareholders as it maintains the incentives implemented through the incentive programs and precludes accelerated vesting as a consequence of the Spin-Off. The board of directors proposes that the extraordinary general meeting authorises the board, the CEO or the person otherwise designated by the board, to undertake such minor adjustments and clarifications of the decisions made at the extraordinary general meeting to the extent required for registration of the resolutions. Resolutions under this item are subject to and conditional upon the general meeting also resolving on the amendment of the articles of association under item 7 and on the reduction of the share capital under item 8 on the agenda and that these resolutions are registered with the Swedish Companies Registration Office. The reduction will be carried out in order to reduce the quota value of the shares in order to provide the Company with an increased amount of unrestricted equity through the proposed rights issue as set out in item 9 of the agenda. After the reduction, the Company’s share capital will amount to SEK 917,439.22 divided on 91,743,922 shares (before the rights issue), each share with a quota value of SEK 0.01.

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The information on the General Meeting required by the Finnish Companies Act and the Securities Market Act is available on the Company’s website /investors/governance/general-meeting/. If a user or application submits more than 10 requests per second, further requests from the IP address(es) may be limited for a brief period. Once the rate of requests has dropped below the threshold for 10 minutes, the user may resume accessing content on SEC.gov. This SEC practice is designed to limit excessive automated searches on SEC.gov and is not intended or expected to impact individuals browsing the SEC.gov website. For security purposes, and to ensure that the public service remains available to users, this government computer system employs programs to monitor network traffic to identify unauthorized attempts to upload or change information or to otherwise cause damage, including attempts to deny service to users.

Annual General Meeting (AGM) vs. Extraordinary General Meeting (EGM)

Per diems are proposed to be paid for trips in Finland and abroad in accordance with the State’s travelling compensation regulations. The Board of Directors must, atleast 21 days before the day on which the meeting is to be held, A forward a report, called the ‘statutory report’ to every member of the company. This report contains all the necessary information relating to formational aspects of the company for the information of the shareholders. The purpose of the statutory meeting with its statutory report is to put the shareholders of the company in the possession of all the important facts relating to the new company, what shares have been taken up, what the moneys received etc. This also provides an opportunity to the shareholders of meeting to discuss the whole situation, the management and prospects of the company.

extraordinary meeting must be held every year

Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a shareholder participating in the General Meeting has the right to request information with respect to the matters to be considered at the meeting. The personal data disclosed by the shareholders to YIT Corporation will only be used in connection with the General Meeting and the processing of related necessary registrations. Changes in shareholding occurring after the record date of the General Meeting shall not affect the right to attend the meeting or the voting rights of the shareholder.

How many meetings should a company have?

After the first board meeting, every company shall hold minimum four board meetings in a calendar year.