YIT Oyj — AGM Information 2022

Feb 4, 2022

Notice convening YIT Corporation's Annual General Meeting

Notice convening YIT Corporation's Annual General Meeting

YIT Corporation Stock exchange release 4 February 2022 at 9.05 a.m.

Notice convening YIT Corporation's Annual General Meeting

The shareholders of YIT Corporation are invited to attend the Annual General
Meeting to be held on Thursday, March 17, 2022, starting at 10:00 a.m. (Finnish
time GMT+2) at the Company’s offices at Panuntie 11, Helsinki, Finland. It will
not be possible to participate in the meeting in person, but participation will
take place in advance in the manner described in this notice.

For the purpose of restricting the spread of the COVID-19 epidemic, the
Company’s Board of Directors has decided to adopt the exceptional meeting
procedure provided for in the act 375/2021, which temporarily deviates from some
of the provisions of the Finnish Limited Liability Companies Act (the so-called
temporary act). The Board of Directors has decided to take the measures
permitted by the temporary act in order to hold the general meeting in a
predictable manner while also taking into account the health and safety of the
Company’s shareholders, personnel and other stakeholders.

The Company's shareholders can participate in the general meeting and exercise
their rights only by voting in advance and by presenting counterproposals and
questions in advance. Instructions for shareholders are provided in section C.
Instructions for those participating in the Annual General Meeting.

It will not be possible to participate in the meeting in person. The general
meeting can be followed via an online webcast. Instructions on following the
webcast are available on the Company’s website www.yitgroup.com/agm2022 on March
17, 2022 at the latest. Shareholders are kindly asked to consider that they can
only follow the meeting, not participate in the meeting, via the webcast.
Participation in the meeting and using shareholder rights takes place in advance
in the manner described in this notice. The members of the Company’s Board of
Directors, the President and CEO, other management and the auditor will not be
present at the meeting venue. The pre-recorded address of the President and CEO
will be published on the Company’s website on the date of the meeting at the
latest.

A. Matters to be considered at the Annual General Meeting

1. Opening of the meeting

2. Calling the meeting to order

Attorney Pekka Jaatinen will serve as the chairperson of the meeting.

If Pekka Jaatinen is prevented from serving as the chairperson for a weighty
reason, the Board of Directors will appoint a person they deem most suitable to
serve as the chairperson.

1. Election of the examiner of the minutes and supervisor of the counting of
   votes

The Company’s General Counsel Juha Jauhiainen will serve as the person to
examine the minutes and supervise the counting of votes.

If Juha Jauhiainen is prevented from serving as the person to scrutinise the
minutes and supervise the counting of votes for a weighty reason, the Board of
Directors will appoint a person they deem most suitable to scrutinise the
minutes and supervise the counting of votes.

1. Establishing the legality of the meeting

2. Recording the attendance at the meeting and adoption of the list of votes

Shareholders who have voted in advance within the advance voting period and who
are entitled to participate in the general meeting in accordance with Chapter 5,
Sections 6 and 6 a of the Limited Liability Companies Act will be deemed
shareholders participating in the meeting.

The list of votes will be adopted according to the information provided by
Euroclear Finland Oy.

1. Presentation of the financial statements, the report of the Board of
   Directors, the consolidated financial statements and the auditor’s report for
   the year 2021

As participation in the general meeting is possible only by voting in advance,
the Company’s financial statements for the year 2021, the report of the Board of
Directors, the consolidated financial statements and the auditor’s report, which
will be published on February 17, 2022 at the latest and will be available on
the Company’s website as of the date of publication, shall be deemed to have
been presented to the general meeting.

1. Adoption of the financial statements and the consolidated financial
   statements

2. Resolution on the measures warranted by the profit shown on the adopted
   balance sheet, dividend payout and decision on the record date and payment date
   for dividends

The Board of Directors proposes that a dividend of EUR 0.16 per share be paid
based on the balance sheet to be adopted for the year 2021 and that the dividend
shall be paid in two equal instalments.

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 March 22, 2022. The Board of Directors proposes that
dividend for this instalment be paid on April 7, 2022.

The second instalment of the 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 to be 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 October 4, 2022 at the earliest and the
dividend payment date October 12, 2022.

1. Discharge of the members of the Board of Directors and the President and CEO
   from liability

2. Presentation and adoption of the remuneration report for the Company’s
   governing bodies

As participation in the general meeting is possible only by voting in advance,
the remuneration report for the Company’s governing bodies, which will be
published on February 17, 2022 at the latest and will be available on the
Company’s website as of the date of publication, shall be deemed to have been
presented to the general meeting.

1. Decision on the remuneration of the Chairman, Vice Chairman and members of
   the Board of Directors and remuneration of the Nomination Board

The Nomination Board proposes 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, the Shareholders’ Nomination Board proposes 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 January 1–March 31, 2022. The Company will pay any costs related to the
purchase of Company shares.

The Nomination Board further proposes that 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.

It is also proposed that 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 proposed to be paid for trips in Finland and
abroad in accordance with YIT Corporation’s and tax authorities travelling
compensation regulations.

In addition, the Nomination Board proposes that the members of the Shareholders’
Nomination Board, including the expert member, be paid a meeting fee of EUR 800
per a Board meeting and the Chairman be paid EUR 1,600 per a Board meeting.

1. Decision on the number of members of the Board of Directors

The Shareholders’ Nomination Board proposes that a Chairman, a Vice Chairman and
six (6) ordinary members be elected to the Board of Directors.

1. Election of the Chairman, Vice Chairman and members of the Board of
   Directors

The Shareholders’ Nomination Board proposes that Harri-Pekka Kaukonen be re
-elected as Chairman, Eero Heliövaara be re-elected as Vice Chairman and Frank
Hyldmar, Olli-Petteri Lehtinen and Barbara Topolska be re-elected as members,
and Casimir Lindholm, Jyri Luomakoski and Kerttu Tuomas be elected as new Board
members for a term ending at the close of the next Annual General Meeting
following their election.

The present members of the Board Alexander Ehrnrooth, Kristina Pentti-von Walzel
and Tiina Tuomela have announced that they are not available for re-election for
a new term.

All candidates have consented to being elected, and they are presented on the
Company’s website.

1. Decision on the remuneration of the auditor

The Board of Directors proposes on recommendation of the Audit Committee that
the auditor’s fees be paid according to their invoices approved by the Company.

1. Election of the auditor

The Board of Directors proposes on recommendation of the Audit Committee that
PricewaterhouseCoopers Oy, Authorised Public Accountants, be elected as the
Company’s auditor. PricewaterhouseCoopers has nominated Samuli Perälä,
Authorised Public Accountant, as the chief auditor.

1. Authorisation of the Board of Directors to decide on the repurchase of own
   shares

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on the repurchase of the Company’s own shares using
the Company’s unrestricted equity under the following terms and conditions:

A maximum of 21,000,000 Company shares may be purchased, corresponding to about
10% of all Company shares. However, the number of shares held by the Company may
not represent more than 10% of all shares in the Company. This number includes
all the treasury shares held by the Company and its subsidiaries pursuant to
Chapter 15, Section 11(1) of the Limited Liability Companies Act.

The Board of Directors is authorised to decide how Company shares are purchased.
Company shares may be purchased at a price determined by public trading on the
day of purchase or at a price otherwise determined at the market. Shares may be
purchased in a proportion other than that of the shares held by the
shareholders.

The Board of Directors proposes that the authorisation shall revoke the
authorisation to repurchase the Company’s own shares issued by the Annual
General Meeting on March 18, 2021. The Board of Directors proposes that the
authorisation be valid until June 30, 2023.

1. Authorisation of the Board of Directors to decide on share issues

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on share issues under the following terms and
conditions:

The authorisation may be used in full or in part 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, corresponding to about 10% of all Company shares.

The Board of Directors is authorised to decide all the terms and conditions of
issuing shares. The Board of Directors may also decide on the conveyance of the
shares issued in deviation from the shareholders’ pre-emptive subscription
rights. Shares can be issued for subscription with or without consideration.

Based on the authorisation, the Board of Directors may also decide on a free
share issue to the Company itself so that the number of shares held by the
Company after the share issue represents a maximum of 10% of all shares in the
Company. This number includes all the treasury shares held by the Company and
its subsidiaries pursuant to Chapter 15, Section 11(1) of the Limited Liability
Companies Act.

The Board of Directors proposes that the authorisation shall revoke the
authorisation to decide on share issues by the Annual General Meeting on March
18, 2021. The Board of Directors proposes that the authorisation be valid until
June 30, 2023.

1. Closing of the meeting

B. Documents of the Annual General Meeting

The above proposals on the agenda of the Annual General Meeting and this notice
of meeting will be available for inspection by shareholders as of February 4,
2022, on the Company’s website at www.yitgroup.com/agm2022. The Company’s
accounting documents, i.e., the parent company YIT Corporation’s financial
statements, consolidated financial statements, the report of the Board of
Directors and the auditor’s report, as well as the remuneration report will be
available for inspection by shareholders on February 17, 2022, at the latest on
the Company’s website at www.yitgroup.com/agm2022.

The minutes of the Annual General Meeting will be available on the Company’s
website at www.yitgroup.com/agm2022 by March 31, 2022 at the latest.

C. Instructions for those participating in the Annual General Meeting

1. Shareholders registered in the shareholders’ register

In order to have the right to participate in the Annual General Meeting, a
shareholder must be registered in the Company’s shareholders’ register, which is
maintained by Euroclear Finland Oy, no later than the record date of the Annual
General Meeting on March 7, 2022. A shareholder whose shares are registered in
their personal book-entry account in the book-entry system maintained by
Euroclear Finland Oy is registered in the shareholders’ register of the Company.
A shareholder can only participate in the meeting by voting in advance
personally or by way of proxy representation as described below.

1. Registration and advance voting

The registration period and advance voting period commence at 12 noon Finnish
time on March 1, 2022 once the deadlines for delivering counterproposals and
questions, as set out in subsection 5. below, have expired and once the
counterproposals, the questions and the management’s responses to the questions
have been published. A shareholder who is registered in the Company’s
shareholder register and who wishes to participate in the Annual General Meeting
by voting in advance shall register for the Annual General Meeting and vote in
advance no later than at 4 p.m. Finnish time on March 11, 2022 by which time the
registration and the advance votes shall be received.

The requested information such as the shareholder's name, personal
identification number or business ID, address and telephone number must be given
in connection with the registration. The personal data disclosed by the
shareholders to the Company and Euroclear Finland Oy will only be used in
connection with the Annual General Meeting and the processing of related
necessary registrations.

Shareholders with a Finnish book-entry account can submit the notice of
participation and vote in advance on certain matters on the agenda between 12
noon Finnish time on March 1, 2022 and 4 p.m. Finnish time on March 11, 2022 by
using one of the following methods:

a) Online through YIT Corporation’s website at www.yitgroup.com/agm2022

If the shareholder is an individual, electronic registration and voting in
advance via the Company’s website requires strong electronic authentication.
Strong electronic authentication takes place either with a Finnish bank ID or a
Finnish mobile certificate. Shareholders who are legal persons are not required
to use strong electronic authentication, but they are required to give their
book-entry account number and other required information. Terms and conditions
of electronic voting in advance and other instructions related thereto will be
available on the above-mentioned website upon the beginning of advance voting on
March 1, 2022 at the latest.

b) By email or mail

Shareholders can also send the advance voting form available on the Company’s
website or corresponding information to Euroclear Finland Oy by email to the
address yhtiokokous@euroclear.eu or by mail to the address Euroclear Finland Oy,
Yhtiökokous / YIT, P.O. Box 1119, 00101 Helsinki, Finland.

If a shareholder participates in the general meeting by submitting advance votes
to Euroclear Finland Oy, the submission of the advance votes before the end of
the registration and advance voting period constitutes registration in the
meeting provided that the above information required for registration is
provided.

The advance voting form as well as the instructions for advance voting will be
available on the Company’s website at www.yitgroup.com/agm2022 by the beginning
of advance voting on March 1, 2022 at the latest.

1. Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
General Meeting based on the shares that would entitle him/her to be registered
in the shareholders’ register on the record date of the Annual General Meeting
maintained by Euroclear Finland Oy on March 7, 2022. In addition, the right to
participate requires that the holder of nominee registered shares is temporarily
entered into the shareholders’ register maintained by Euroclear Finland Oy based
on these shares on March 14, 2022, at 10:00 a.m. at the latest. This is
considered registration for the Annual General Meeting as regards nominee
registered shares. Changes in shareholdings occurring after the record date of
the Annual General Meeting shall not affect the right to attend the meeting or
the voting rights of the shareholder.

Holders of nominee registered shares are advised to request from their custodian
bank the necessary instructions regarding registration in the temporary
shareholders’ register of the Company, the issuing of proxy documents and
registration for the Annual General Meeting well in advance. The account
operator of the custodian bank has to register a holder of nominee registered
shares who wishes to participate in the Annual General Meeting into the
temporary shareholders’ register of the Company at the latest by the time stated
above and arrange advance voting on behalf of the holder of nominee registered
shares.

1. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the meeting by way of proxy representation. Proxy representatives of
shareholders are also required to vote in advance in the manner instructed in
this notice.

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder. When a
shareholder participates in the Annual General Meeting by means of several proxy
representatives representing the shareholder with shares held in different
securities accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for the
Annual General Meeting. A proxy template is available on the Company’s website
at www.yitgroup.com/agm2022 by the beginning of the advance voting on March 1,
2022 at the latest.

Any proxy documents should be delivered either by email to agm@yit.fi or by post
to YIT Corporation, AGM, Panuntie 11, 00621 Helsinki, Finland, prior to the end
of the registration period and advance voting period at 4 p.m. Finnish time on
March 11, 2022, by which time the proxy documents shall be received.

Delivering a proxy document to the Company prior to the end of the registration
period constitutes due registration for the general meeting, provided that the
above information required for registration is provided. Proxy representatives
of shareholders are also required to vote in advance in the manner instructed in
this notice.

1. Other instructions and information

Shareholders who hold at least one one-hundredth of all the shares in the
Company have the right to make counterproposals concerning the proposed
decisions on the agenda of the Annual General Meeting to be placed for a vote.
The counterproposals must be delivered to the Company by email to agm@yit.fi no
later than at 4 p.m. Finnish time on February 22, 2022. In connection with the
counterproposal, the shareholders must present a statement of their shareholding
in the Company. The counterproposal is admissible for consideration at the
Annual General Meeting if the shareholders who have made the counterproposal
have the right to attend the meeting and represent at least one one-hundredth of
all shares in the Company on the record date of the Annual General Meeting. If a
counterproposal is non-admissible, votes cast for such counterproposal will not
be recorded at the meeting. The Company will publish possible counterproposals
eligible for voting on the Company’s website at www.yitgroup.com/agm2022 no
later than on February 23, 2022.

Shareholders have the right to ask questions and request information with
respect to the matters to be considered at the meeting pursuant to Chapter 5,
Section 25 of the Limited Liability Companies Act by email to the address
agm@yit.fi or by post to YIT Corporation, AGM, Panuntie 11, 00620 Helsinki,
Finland, no later than at 4 p.m. Finnish time on February 24, 2022. The Company
will publish the shareholders’ questions along with the management’s responses
as well as any counterproposals not eligible for voting on the Company’s website
at www.yitgroup.com/agm2022 at the latest on February 28, 2022. Asking questions
and making counterproposals requires the shareholder to present an adequate
statement of their shareholding in the Company.

On the date of this notice of the Annual General Meeting, the total number of
shares and votes in YIT Corporation is 211,099,853. The Company holds a total of
1,980,947 treasury shares on the date of this notice. According to the Limited
Liability Companies Act, shares held by the Company itself or its subsidiaries
do not carry a right to participate in the general meeting.

Helsinki, February 3, 2022

YIT Corporation

Board of Directors

Distribution: Nasdaq Helsinki, major media, www.yitgroup.com

YIT is the largest Finnish and a significant North European development and
construction company with a strong customer focus and clear mission to create
better living environments. We develop and build functional homes for
sustainable living, future-proof public and commercial buildings and
infrastructure for smoother flow of people, businesses and society. We employ
7,400 professionals in ten countries: Finland, Russia, Sweden, Norway, Estonia,
Latvia, Lithuania, the Czech Republic, Slovakia and Poland. Our revenue in 2020
was EUR 3.1 billion. YIT Corporation's share is listed on Nasdaq Helsinki Oy.
www.yitgroup.com