Notice of the Extraordinary General Meeting
LEMMINKÄINEN CORPORATION STOCK EXCHANGE RELEASE 27 JULY 2017 AT 8:10 A.M.
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
Notice is given to the shareholders of Lemminkäinen Corporation (“Lemminkäinen”) to the Extraordinary General Meeting which will be held on Tuesday, 12 September 2017 at 3 p.m. at the premises of Varma Mutual Pension Insurance Company, Salmisaarenranta 11, Helsinki, Finland.
The reception of persons who have registered for the meeting and the distribution of voting tickets will commence and coffee will be served at 2 p.m.
A. Matters to be considered at the Extraordinary General Meeting
The following matters will be considered at the Extraordinary General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Resolution relating to the Combination
Lemminkäinen announced on 19 June 2017 the combination of Lemminkäinen’s and YIT Corporation’s (“YIT”) business operations through a statutory absorption merger of Lemminkäinen into YIT pursuant to the Finnish Companies Act (624/2006, as amended) (the “Companies Act”). As a result of the merger, all assets and liabilities of Lemminkäinen will be transferred without a liquidation procedure to YIT, and Lemminkäinen will be dissolved (the “Combination”). The shareholders of Lemminkäinen will receive new shares in YIT as merger consideration in proportion to their existing shareholdings.
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. In addition, the benefits of scale enable new market opportunities and ability to capture larger projects.
The Combination is expected to create significant value for the shareholders of the combined company through synergies resulting from the coordination of the operations of YIT and Lemminkäinen and through increasing business opportunities. Furthermore, employees will gain improved career opportunities under a larger corporation and the combined company is expected to be an attractive employer for both existing and new talent.
In order to complete the Combination, the Board of Directors of Lemminkäinen proposes that the Extraordinary General Meeting would resolve on the statutory absorption merger of Lemminkäinen into YIT in accordance with the merger plan approved by the Boards of Directors of Lemminkäinen and YIT on and dated 19 June 2017 and thereafter registered with the Trade Register of the Finnish Patent and Registration Office on 20 June 2017 (the "Merger Plan").
Existing shareholders of Lemminkäinen representing in the aggregate approximately 64 percent of all the shares and votes in Lemminkäinen have undertaken to attend the Extraordinary General Meeting and vote for the proposal of the Board of Directors.
Pursuant to the Merger Plan, Lemminkäinen shall be merged into YIT through an absorption merger, so that all assets and liabilities of Lemminkäinen shall be transferred without a liquidation procedure to YIT in a manner described in more detail in the Merger Plan.
The Board of Directors of Lemminkäinen proposes that the Extraordinary General Meeting resolves on the merger of Lemminkäinen into YIT in accordance with the Merger Plan and approves the Merger Plan.
The shareholders of Lemminkäinen shall receive as merger consideration 3.6146 new shares of YIT for each share owned in Lemminkäinen, that is, the merger consideration shall be issued to the shareholders of Lemminkäinen in proportion to their existing shareholding with a ratio of 3.6146:1. In case the number of shares received by a shareholder of Lemminkäinen as merger consideration would be a fractional number, the fractions shall be rounded down to the nearest whole number. Fractional entitlements to new shares of YIT shall be aggregated and sold in the public trading on Nasdaq Helsinki Ltd and the proceeds will be distributed to Lemminkäinen’s shareholders being entitled to receive such fractional entitlements in proportion to holding of such fractional entitlements. Any costs related to the sale and distribution of fractional entitlements shall be borne by YIT. The total number of shares issued as merger consideration shall be rounded down to the nearest full share.
Based on the number of issued and outstanding shares in Lemminkäinen on the date of this notice, a total of 83,876,431 new shares in YIT would be issued to shareholders of Lemminkäinen as merger consideration.
A shareholder of Lemminkäinen, who has voted against the merger in the Extraordinary General Meeting, has the right mentioned in Chapter 16, Section 13 of the Companies Act to demand redemption of his/her/its shares at the Extraordinary General Meeting.
7. Closing of the meeting
B. Documents of the Extraordinary General Meeting
The proposal for resolution on the matter on the agenda of the Extraordinary General Meeting as well as this notice are available on Lemminkäinen Corporation’s website at www.lemminkainen.com. Other documents, which according to the Companies Act shall be kept available for the shareholders, will be available on the above-mentioned website as from 11 August 2017, at the latest. The aforesaid proposal for resolution and the other aforesaid documents are also available at the Extraordinary General Meeting. The minutes of the Extraordinary General Meeting will be available on the above-mentioned website as from 26 September 2017, at the latest.
C. Instructions for the participants in the Extraordinary General Meeting
1. Right to participate and registration of the shareholders registered in the shareholders’ register
Each shareholder who is on 31 August 2017 registered in the shareholders’ register of the company held by Euroclear Finland Ltd has the right to participate in the Extraordinary 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 who is registered in the shareholders’ register of the company and who wants to participate in the Extraordinary General Meeting shall register for the meeting no later than on 7 September 2017 at 4:00 p.m. by giving a prior notice of participation, which shall be received by the company no later than on the above mentioned date. Such notice can be given:
a) at the company website www.lemminkainen.com;
b) by telephone +358 2071 53378; or
c) by regular mail to Lemminkäinen Corporation, Pirjo Favorin, P.O. Box 169, 00181 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of the proxy representative. The personal data given to Lemminkäinen is used only in connection with the Extraordinary General Meeting and the processing of related registrations.
The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. Holder of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares based on which he/she on the record date of the Extraordinary General Meeting, i.e. on 31 August 2017, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporary registered into the shareholders’ register held by Euroclear Finland Ltd. at the latest on 7 September 2017 at 10:00 a.m. As regards nominee registered shares, this constitutes due registration for the Extraordinary General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her custodian bank. The account management organisation of the custodian bank has to temporary register a holder of nominee registered shares who wants to participate in the Extraordinary General Meeting into the shareholders’ register of the company at the latest by the time stated above.
Further information on these matters can also be found on the company’s website www.lemminkainen.com.
3. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Extraordinary General Meeting. When a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Extraordinary General Meeting.
Possible proxy documents should be delivered in originals to Lemminkäinen Corporation, Pirjo Favorin, P.O. Box 169, 00181 Helsinki, Finland before the expiration of the registration period.
4. Other information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the Extraordinary General Meeting the total number of shares in Lemminkäinen and votes represented by such shares is 23,219,900 shares and votes.
Helsinki, 27 July 2017
Board of Directors
Johan Nybergh, General Counsel
Tel. +358 2071 54811
Nasdaq Helsinki Ltd
Lemminkäinen is an expert in complex infrastructure construction and building construction in Northern Europe and one of the largest paving companies in its market. Together with our customers and 4,700 professionals we employ, we build a sustainable society. In 2016, our net sales were EUR 1.7 billion. Lemminkäinen Corporation’s share is quoted on Nasdaq Helsinki Ltd. www.lemminkainen.com
Notice to Lemminkäinen Shareholders in the United States
The YIT shares to be issued in connection with the merger have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and are being issued in reliance on the exemption from registration set forth in Rule 802 under the Securities Act.
YIT and Lemminkäinen are Finnish companies and the issuance of YIT shares will be subject to procedural and disclosure requirements in Finland that may be different from those of the United States. Any financial statements or other financial information included in this release may have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for U.S. shareholders of Lemminkäinen to enforce their rights and any claims they may have arising under U.S. federal securities laws in connection with the merger, since YIT and Lemminkäinen are located in non-U.S. jurisdictions, and some or all of YIT's and Lemminkäinen's officers and directors may be residents of countries other than the United States. As a result, U.S. shareholders of Lemminkäinen may not be able to sue YIT or Lemminkäinen or their respective officers and directors in a court in Finland for violations of U.S. federal securities laws. Further, it may be difficult to compel YIT or Lemminkäinen to subject themselves to the jurisdiction or judgment of a U.S. court.
Lemminkäinen’s shareholders should be aware that YIT may purchase Lemminkäinen’s shares otherwise than under the merger, such as in open market or privately negotiated purchases, at any time during the pendency of the proposed merger.