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YIT Oyj AGM Information 2025

Mar 7, 2025

3249_rns_2025-03-07_abceaa1d-dcf5-4e02-b228-a91e996aa693.html

AGM Information

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Notice convening YIT Corporation's Annual General Meeting

Notice convening YIT Corporation's Annual General Meeting

YIT Corporation Stock Exchange Release March 7, 2025, at 1:00 p.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, April 3, 2025, starting at 11:00 a.m. Finnish
time (GMT+2) in Little Finlandia, located at the address Karamzininranta 4,
00100 Helsinki, Finland.

Check-in for those who have registered for the meeting, the distribution of
voting tickets and coffee service will start at the meeting venue at 10:00 a.m.
Finnish time.

Shareholders may also exercise their voting rights by voting in advance. Further
information on advance voting is presented in section C. 2. of this notice.

Shareholders can follow the Annual General Meeting via a video stream in
Finnish. It is not possible to pose questions, make counterproposals, speak, or
vote in the meeting through the online video stream. Following the meeting via
the video stream shall not be regarded as participation in the meeting or
exercising the shareholder rights. Instructions on how to register for the video
stream www.yitgroup.com/agm2025.

A. Matters to be considered at the Annual General Meeting

  1. Opening of the meeting

  2. Election of the chair and calling the secretary of the meeting

  3. Election of the persons to scrutinize the minutes and to supervise the
    counting of votes

  4. Adoption of the list of votes

  5. Recording the legality of the meeting

  6. Presentation of the financial statements, the report of the Board of
    Directors, the consolidated financial statements, the auditor's report and the
    assurance report on the Sustainability Statement for the year 2024

The President and CEO reviews the year 2024 and presents the outlook for 2025.

YIT Corporation's Annual Review, which includes the parent company's financial
statements, the report of the Board of Directors (including the Sustainability
statement), the consolidated financial statements, the auditor's report and the
Assurance report on the Sustainability statement, will be available on the
Company's website at www.yitgroup.com as of March 7, 2025.

  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 and the distribution of dividend

The Board of Directors proposes that no dividend be paid based on the balance
sheet to be adopted for the financial year 2024.

  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

The remuneration report for the Company's governing bodies will be available on
the Company's website at www.yitgroup.com as of March 7, 2025.

  1. Resolution on the remuneration of the Chairperson, Vice Chairperson and
    members of the Board of Directors and the remuneration of the Nomination Board

The Shareholders' Nomination Board proposes that the members of the Board of
Directors be paid the following fixed annual fees corresponding to the previous
year's fees for the term of office ending at the conclusion of the next Annual
General Meeting:

· Chairperson of the Board: EUR 105,000;
· Vice Chairperson of the Board and Chairpersons of the permanent Committees:
EUR 73,500, unless the same person is Chairperson of the Board or Vice
Chairperson of the Board; and
· members: EUR 52,500.

In addition, the Shareholders' Nomination Board proposes that, based on the
resolution of the Annual General Meeting, 40% of the fixed annual fee shall be
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 2025 or on the first possible
date under applicable law. The Company will pay any costs related to the
purchase of Company shares.

The Nomination Board recommends that members of the Board of Directors do not
transfer the shares awarded to them as a fixed annual fee until their term on
the Board expires. The Nomination Board views that long-term oriented and
increasing share ownership by the members of the Board of Directors benefits all
shareholders.

The Nomination Board further proposes that the members of the Board and its
permanently and temporarily appointed committees be paid a meeting fee of EUR
800 per meeting, also for meetings of the Board and its committees held via
electronic remote connections or by telephone.

It is proposed that, as in the previous year, the Chairperson of the Board and
the Chairpersons 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, as in the previous year, the
members of the Shareholders' Nomination Board, including the expert member, be
paid a meeting fee of EUR 800 per Board meeting and the Chairperson of the
Shareholders' Nomination Board be paid EUR 1,600 per Board meeting.

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

The Shareholders' Nomination Board proposes that a Chairperson, a Vice
Chairperson and four (4) ordinary members be elected to the Company's Board of
Directors.

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

The Shareholders' Nomination Board proposes that Jyri Luomakoski be re-elected
as Chairperson and Casimir Lindholm be re-elected as Vice Chairperson, Anders
Dahlblom, Sami Laine, Kerttu Tuomas and Leena Vainiomäki be re-elected as
members for a term of office ending at the conclusion of the next Annual General
Meeting following their election.

With respect to the election procedure of the members of the Board of Directors,
the Nomination Board recommends that the shareholders take a position on the
proposal as a whole. In preparing its proposals, the Nomination Board, in
addition to ensuring that the individual nominees for membership of the Board of
Directors possess the required competences, has determined that the proposed
Board of Directors as a whole also has the best possible expertise for the
Company and that the composition of the Board of Directors meets all other
requirements of the law and the Finnish Corporate Governance Code for listed
companies.

All candidates have consented to being elected and are independent of the
Company and of its significant shareholders with the exception of Anders
Dahlblom, who is dependent on a significant shareholder of the Company.
Essential information regarding the proposed members, including the CVs and
assessments of independence, is available on the Company's website at
www.yitgroup.com/agm2025.

  1. Resolution on the remuneration of the auditor

The Board of Directors proposes on recommendation of the Audit Committee that
the auditor's fee will be paid according to the invoice approved by the company.

  1. Election of the auditor

The Board of Directors proposes on recommendation of the Audit Committee that
Ernst & Young Oy, Authorized Public Accountants, be elected as the company's
auditor for a term of office ending at the conclusion of the next Annual General
Meeting following their election, with Mikko Rytilahti, APA, serving as the
chief auditor.

  1. Resolution on the remuneration of the sustainability auditor

The Board of Directors proposes on recommendation of the Audit Committee that
the sustainability auditor's fee be paid according to the invoice approved by
the company.

  1. Election of the sustainability auditor

The Board of Directors proposes on recommendation of the Audit Committee that
Ernst & Young Oy, Authorized Sustainability Audit Firm, be elected as the
Company's sustainability auditor for a term of office ending at the conclusion
of the next Annual General Meeting following their election, with Mikko
Rytilahti, ASA, serving as the chief sustainability auditor.

  1. Authorization of the Board of Directors to resolve on the repurchase of own
    shares

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

A maximum of 23,000,000 Company shares may be purchased, corresponding to
approximately 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
in the manner provided for in chapter 15, section 11(1) of the Limited Liability
Companies Act.

The Board of Directors is authorized to resolve 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 authorization shall revoke the
authorization to repurchase the Company's own shares issued by the Annual
General Meeting on March 14, 2024. The Board of Directors proposes that the
authorization be valid until June 30, 2026.

  1. Authorization of the Board of Directors to resolve on share issues

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

The authorization 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 23,000,000, corresponding to approximately 10% of all Company shares.

The Board of Directors is authorized to resolve on all terms and conditions of
the share issue. The Board of Directors may also resolve on a directed share
issue in deviation from the shareholders' pre-emptive subscription rights.
Shares can be issued for subscription with or without consideration.

Based on the authorization, the Board of Directors may also resolve on a share
issue without consideration 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 in the manner provided for in chapter 15, section
11(1) of the Limited Liability Companies Act.

The Board of Directors proposes that the authorization shall revoke the
authorization to resolve on share issues issued by the Annual General Meeting on
March 14, 2024. The Board of Directors proposes that the authorization be valid
until June 30, 2026.

  1. Closing of the meeting

B. Documents of the Annual General Meeting

The above resolution proposals on the matters on the agenda of the Annual
General Meeting and this notice convening the meeting are available on YIT
Corporation's website at www.yitgroup.com/agm2025. YIT Corporation's Annual
Review, which includes the parent company's financial statements, consolidated
financial statements, the report of the Board of Directors (including the
Sustainability statement.), the auditor's report the and the Assurance report on
the Sustainability statement, as well as the remuneration report for YIT
Corporation's governing bodies will be available on said website as of March 7,
2025. The resolution proposals, the financial statement documents and the other
documents referred to above will also be available for viewing at the Annual
General Meeting.

The minutes of the Annual General Meeting will be available on said website on
April 17, 2025, at the latest.

C. Instructions for those participating in the 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 General
Meeting, March 24, 2025. A shareholder whose shares are registered in the
shareholder's personal Finnish book-entry account has been registered in the
shareholders' register of the Company.

Changes in shareholding after the record date of the General Meeting shall not
affect the right to attend the meeting or the voting rights of the shareholder.

The registration for the Annual General Meeting begins at 2:00 p.m. Finnish time
on March 7, 2025. A shareholder whose shares are registered in the shareholder's
personal Finnish book-entry account and who wishes to participate in the Annual
General Meeting shall register for the Annual General Meeting no later than by
10:00 a.m. Finnish time on March 31, 2025, by using either of the following
methods:

a) Online through YIT Corporation's website at www.yitgroup.com/agm2025.
Shareholders who are natural persons must sign into the online registration
service using strong electronic authentication with a Finnish bank ID or a
Finnish mobile certificate. Shareholders who are legal persons are required to
sign in using their book-entry account number and their business ID or
identification code. Alternatively, shareholders who are legal persons can
authorize a proxy representative via the Suomi.fi service at www.suomi.fi/e-
authorizations using the authorization for ‘Representation at the General
Meeting'. The proxy representative authorized via the Suomi.fi service must sign
into the online registration service using strong electronic identification with
a Finnish bank ID or a Finnish mobile certificate.

b) By phone by calling number +358 50 560 1634 from Tuesday to Thursday from
1:00 p.m. to 3:00 p.m. Finnish time. Advance voting is not possible in
connection with registering by phone.

The requested information, such as the shareholder's name, date of birth or
business ID, address, telephone number and email address, the name of a
potential proxy representative and/or assistant and the date of birth of the
proxy representative, must be provided in connection with the registration.

The personal data disclosed by the shareholders to YIT Corporation will only be
used in connection with the Annual General Meeting and the processing of related
necessary registrations.

A shareholder, their representative or proxy representative shall, upon request,
be able to prove their identity and/or right of representation at the meeting
venue.

  1. Advance voting

Shareholders with a Finnish book-entry account can vote in advance on certain
matters on the agenda of the General Meeting through the service available on
the Company's website at www.yitgroup.com/agm2025 between 2:00 p.m. Finnish time
on March 7, 2025, and 10:00 a.m. Finnish time on March 31, 2025. Shareholders
can sign in to the advance voting service the same way as to the online
registration service referred to above in section C. 1. a) of these
instructions.

Proposed resolutions that are subject to advance voting are considered to have
been presented unchanged in the General Meeting, and the advance votes are taken
into account in a vote held at the meeting venue also in circumstances where an
alternative resolution has been proposed concerning the matter. Taking the votes
into account requires that the shareholders who voted in advance are registered
in the Company's shareholders' register maintained by Euroclear Finland Oy on
the record date of the General Meeting. Unless shareholders voting in advance
are present at the General Meeting in person or by way of proxy representation,
they will not be able to use their rights under the Limited Liability Companies
Act to request information or a vote.

The instructions for advance voting are available on the Company's website at
www.yitgroup.com/agm2025.

Holders of nominee registered shares can vote in advance through their account
operators. Account operators can vote in advance on behalf of the holders of
nominee registered shares they represent in accordance with the shareholders'
voting instructions during the registration period applicable to holders of
nominee-registered shares laid out in the below section C. 3. of these
instructions.

  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 them to be registered in
the shareholders' register maintained by Euroclear Finland Oy on the record date
of the General Meeting, March 24, 2025. 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 by 10:00 a.m. Finnish time on March 31, 2025, at the latest. As
regards nominee registered shares, this is considered registration for the
General Meeting. Changes in shareholding after the record date of the 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 in good time the
necessary instructions regarding temporary registration in the shareholders'
register of the Company, the issuing of proxy documents and voting instructions,
registration for the General Meeting and advance voting from their custodian
bank. The account operator of the custodian bank must register a holder of
nominee registered shares who wishes to participate in the Annual General
Meeting temporarily into the shareholders' register of the Company at the latest
by the time stated above. When necessary, the account operator shall also
arrange voting in advance on behalf of the holder of nominee registered shares
within the registration period applicable to holders of nominee registered
shares.

  1. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights
at the meeting by way of proxy representation. The shareholder's proxy
representative may also vote in advance in the manner described in section C. 2.
of these instructions if they so wish.

The proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate their right to represent the shareholder in the
General Meeting. When a shareholder participates in the 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/agm2025.

Any proxy documents should be announced in connection with registration, and the
original proxy documents should be delivered by post to YIT Corporation, AGM,
P.O. Box 36, 00621 Helsinki, Finland prior to the end of the registration
period. Alternatively, a copy of the proxy document can be delivered by email to
[email protected], in addition to which the original proxy document must be presented
at the meeting venue.

In addition to delivering a proxy document, the shareholder or their proxy
representative must see to the registration to the General Meeting in the manner
described above in section C. 1. of these instructions.

A shareholder who is a natural person may also choose to authorize a proxy
representative in the online registration service referred to in section C. 1.
a) of these instructions.

A shareholder who is a legal person may, as an alternative for a traditional
proxy document, authorize a proxy representative by using the Suomi.fi e
-authorization service. The proxy representative is authorized via the Suomi.fi
service at www.suomi.fi/e-authorizations (authorization for ‘Representation at
the General Meeting'). In the General Meeting registration service, the proxy
representatives must identify themselves by using strong electronic
identification, after which the e-authorization is verified automatically.
Strong electronic identification requires a Finnish bank ID or a Finnish mobile
certificate. For more information on e- authorization, please see www.suomi.fi/e
-authorizations.

  1. Other information

The meeting will be held in Finnish.

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.

On the date of this notice convening the Annual General Meeting, the total
number of shares and votes in YIT Corporation is 232,059,853. On the date of
this notice, the Company holds a total of 1,485,749 treasury shares. Pursuant 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, March 7, 2025

YIT Corporation

Board of Directors

For further information:
Essi Nikitin, Vice President, Investor Relations, YIT Corporation, tel. +358 50
581 1455, [email protected]

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

We build and develop sustainable living environments: functional and attractive
homes, future-proof public and commercial buildings, infrastructure to support
the green transition as well as industrial, production, and energy facilities to
support our customers' processes. YIT's vision is to be the expert partner in
developing sustainable homes, spaces, and cities - for a good life. There are
approximately 4,100 professionals in our team and our revenue in 2024 was EUR
1.8 billion. YIT Corporation's shares are listed on Nasdaq Helsinki.

Read more: www.yitgroup.com and follow us
on Linkedin (https://www.linkedin.com/company/yit/) I
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