YIT Oyj — Capital/Financing Update 2025

Mar 10, 2025

Inside information: YIT considers the issuance of secured green notes and announces tender offer for its outstanding notes maturing in 2026

Inside information: YIT considers the issuance of secured green notes and announces tender offer for its outstanding notes maturing in 2026

YIT Corporation Inside information 10 March 2025 at 10:45 a.m.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN,
NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN
SUCH CIRCUMSTANCES IN WHICH THE OFFERING OF THE NEW NOTES, THE TENDER OFFER OR
THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Inside information: YIT considers the issuance of secured green notes and
announces tender offer for its outstanding notes maturing in 2026

YIT Corporation (“YIT” or the “Company”) is considering the issuance of new EUR
120 million expected green floating rate senior secured notes with a tenor of 3
years and a maturity date in 2028 (the “New Notes”). The issue is expected to
take place in the near future subject to market conditions.

The New Notes would be secured by transaction security granted by YIT and
certain group companies which currently also secures the existing EUR 249
million revolving credit facility of YIT, the EUR 98 million term loan facility
of YIT, the 2026 Notes (as defined below) and the EUR 100 million senior secured
green floating rate notes due 2027.

At the same time, YIT announces that it invites the holders of its 3.250 per
cent, senior secured green notes due 15 January 2026 with an initial nominal
amount of EUR 100 million (ISIN: FI4000496302) (the “2026 Notes”) (the
“Noteholders”) to tender the 2026 Notes for cash on the terms and conditions set
out in the Tender Offer Memorandum dated 10 March 2025 (the “Tender Offer
Memorandum”) (the “Tender Offer”).

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for participating in, the Tender
Offer.

Further Information on the Tender Offer

The Company intends to accept for purchase any and all validly tendered 2026
Notes, although the Company reserves the right, in its sole discretion, to
decide on acceptance of the 2026 Notes for purchase, including not to accept any
2026 Notes for purchase. Whether the Company will purchase any 2026 Notes
validly tendered in the Tender Offer is subject, without limitation, to the
successful pricing of the contemplated New Notes (the “New Issue Condition”).

The purchase price of the 2026 Notes is EUR 992.50 for each EUR 1,000 nominal
amount of the 2026 Notes. Accrued and unpaid interest will be paid in respect of
all 2026 Notes accepted for purchase.

When considering allocations of the New Notes, the Company may give preference
to those investors who, prior to such allocation, have validly tendered or
indicated their firm intention to the Company or any of the Dealer Managers (as
defined below) to tender the 2026 Notes. A Noteholder that wishes to subscribe
for New Notes in addition to tendering 2026 Notes for purchase pursuant to the
Tender Offer may be eligible to receive priority in the allocation of the New
Notes, at the Company's sole and absolute discretion and subject to the
completion of the Tender Offer, the selling restrictions contained in the
prospectus for the New Notes, satisfaction or waiver of the New Issue Condition,
and such investor making a separate application for the purchase the New Notes
to any of the Dealer Managers (in their capacity as Joint Bookrunners (as
defined below) of the issue of the New Notes) in accordance with the standard
new issue procedures of such Dealer Manager. However, the Company is not obliged
to allocate the New Notes to those investors who have validly tendered or
indicated a firm intention to tender the 2026 Notes pursuant to the Tender Offer
and, if the New Notes are allocated, the principal amount thereof may be less or
more than the principal amount of 2026 Notes validly tendered by such investor
and accepted for purchase by the Company pursuant to the Tender Offer. Any such
allocation will also, among other factors, take into account the minimum
denomination of the New Notes (being EUR 1,000) and the minimum subscription
amount (being EUR 100,000).

Expected Transaction Timeline

Unless extended, re-opened or terminated as provided in the Tender Offer
Memorandum, the offer period expires at 4:00 p.m. Finnish time (EET) on 17 March
2025. The final results of the Tender Offer will be announced as soon as
feasible after the expiry of the offer period. Subject to the satisfaction or
waiver of the New Issue Condition, the settlement date for the Tender Offer and
the New Notes is expected to be 20 March 2025 and in any case no later than 3
April 2025.

Rationale for the Tender Offer

YIT intends to use the proceeds received from the issue of the New Notes, less
the costs and expenses incurred by the Company in connection with the issue of
the New Notes, for (i) the refinancing of the 2026 Notes, (ii) partial
prepayment of the term loan facility, and (iii) partial prepayment and partial
cancellation of the revolving credit facility. The purpose of the Tender Offer
in conjunction with the issuance of the New Notes is to proactively manage
upcoming debt redemptions and to extend the average debt maturity profile for
the Company.

Danske Bank A/S, OP Corporate Bank plc and Skandinaviska Enskilda Banken AB
(publ) act as the Dealer Managers (the “Dealer Managers”) and OP Corporate Bank
plc acts as the Tender Agent (the “Tender Agent”) for the Tender Offer.
Information in respect of the Tender Offer and the Tender Offer Memorandum may
be obtained from the Dealer Managers. In addition, Danske Bank A/S, OP Corporate
Bank plc and Skandinaviska Enskilda Banken AB (publ) act as Global Coordinators
and Joint Bookrunners and Swedbank AB (publ) acts as a Joint Bookrunner (jointly
with the Global Coordinators, the “Joint Bookrunners”) for the issue of the New
Notes.

Dealer Managers:

Danske Bank A/S
Telephone: +45 33 64 88 51
Attention: Debt Capital Markets
Email: liabilitymanagement@danskebank.dk

OP Corporate Bank plc
Telephone: +358 50 599 1281
Attention: Thomas Ulfstedt
Email: liabilitymanagement@op.fi

Skandinaviska Enskilda Banken AB (publ)
Telephone: +44 7 818 426 149
Attention: Liability Management
Email: liabilitymanagementdcm@seb.se

Further information, please contact:

Markus Pietikäinen, SVP, Treasury and M&A, YIT Corporation, tel. +358 40 525
3024, markus.pietikainen@yit.fi

YIT CORPORATION

Tuomas Mäkipeska
CFO

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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IMPORTANT NOTICE

This release must be read in conjunction with the Tender Offer Memorandum. This
release and the Tender Offer Memorandum contain important information which
should be read carefully before any decision is made with respect to the Tender
Offer. If any Noteholder is in any doubt as to the contents of this release or
the Tender Offer Memorandum or the action it should take, it is recommended to
seek its own financial advice, including in respect of any tax consequences,
immediately from its independent financial, tax or legal adviser. Any person
whose 2026 Notes are held on its behalf by a broker, dealer, bank, custodian,
trust company or other nominee must contact such entity if it wishes to tender
such 2026 Notes pursuant to the Tender Offer. Neither the Dealer Managers, the
Tender Agent nor the Company makes any recommendation as to whether Noteholders
should tender 2026 Notes pursuant to the Tender Offer.

Distribution Restrictions

General

The distribution of this release and the invitation to tender the 2026 Notes is
prohibited by law in certain countries. The Tender Offer of the 2026 Notes is
not made to the public either inside or outside of Finland. Persons resident
outside of Finland may receive the Tender Offer only in compliance with
applicable exemptions or restrictions. Persons into whose possession this
release or the Tender Offer Memorandum may come are required to inform
themselves about and comply with such restrictions. This release or the Tender
Offer Memorandum may not be distributed or published in any country or
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction or would require actions under the laws of a state or
jurisdiction other than Finland, including the United States, Australia, Canada,
Hong Kong, Singapore, New Zealand, South Africa and Japan. The information
contained herein or in the Tender Offer Memorandum shall not constitute an offer
to sell or tender, or a solicitation of an offer to buy or sell the 2026 Notes
to any persons in any jurisdiction in which such offer, solicitation or sale or
tender would be unlawful. The Company's, the Dealer Managers' or the Tender
Agent's representatives assume no legal responsibility for such violations,
regardless of whether the parties contemplating investing in or divesting the
2026 Notes are aware of these restrictions or not.

This release or the Tender Offer Memorandum does not constitute an offer to buy
or the solicitation of an offer to sell 2026 Notes (and tenders of 2026 Notes in
the Tender Offer will not be accepted from Noteholders) in any circumstances in
which such offer or solicitation would be considered unlawful. In those
jurisdictions where the securities, investor protection or other laws require
the Tender Offer to be made by a licensed broker or dealer and the Dealer
Managers or any of the Dealer Managers' affiliates is such a licensed broker or
dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by
the Dealer Managers or such affiliate, as the case may be, on behalf of the
Company in such jurisdiction.

In addition to the representations referred to above and below in respect of the
United States, each Noteholder participating in the Tender Offer will also be
deemed to give certain representations in respect of the other jurisdictions
referred to above and generally. Any tender of the 2026 Notes for purchase
pursuant to the Tender Offer from a Noteholder that is unable to make these
representations will not be accepted. Each of the Company, the Dealer Managers
and the Tender Agent reserves the right, in its absolute discretion, to
investigate, in relation to any tender of the 2026 Notes for purchase pursuant
to the Tender Offer, whether any such representation given by a Noteholder is
correct and, if such investigation is undertaken and as a result the Company
determines (for any reason) that such representation is not correct, such tender
shall not be accepted.

United States

The Tender Offer is not being made, and will not be made, directly or indirectly
in or into, and cannot be accepted, directly or indirectly, from, or by use of
the mails of, or by any means or instrumentality of interstate or foreign
commerce of or of any facilities of a national securities exchange of, the
United States or to any U.S. Person (as defined in Regulation S of the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (each, a “U.S.
Person”)). This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of electronic
communication. The 2026 Notes may not be tendered in the Tender Offer by any
such use, means, instrumentality or facility from or within the United States or
by persons located or resident in the United States or by, or by any person
acting for the account or benefit of, a U.S. Person. Accordingly, copies of this
release, the Tender Offer Memorandum and any other documents or materials
relating to the Tender Offer are not being, and must not be, directly or
indirectly mailed or otherwise sent, transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees trustees or agents) in,
into or from the United States or to any persons located or resident in the
United States or to any U.S. Person and persons receiving this release or the
Tender Offer Memorandum must not mail, send, transmit, distribute or forward it
or any other documents or materials relating to the Tender Offer in, into or
from the United States. Any person accepting the Tender Offer shall be deemed to
represent to the Company, the Tender Agent and the Dealer Managers such person's
compliance with these restrictions. Any purported acceptance of 2026 Notes in
the Tender Offer resulting directly or indirectly from a breach or violation of
these restrictions will be invalid and any purported tender of 2026 Notes made
by, or by any person acting for the account or benefit of, a U.S. Person or by a
person located in the United States or any agent, fiduciary or other
intermediary acting on a nondiscretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.

Each Noteholder participating in the Tender Offer will represent that it is not
a U.S. Person, it is not located in the United States and it is not
participating in the Tender Offer from the United States, or it is acting on a
non-discretionary basis for a principal located outside the United States that
is not giving an order to participate in the Tender Offer from the United States
and is not a U.S. Person.

United Kingdom

The communication of this release, the Tender Offer Memorandum and any other
documents or materials relating to the Tender Offer is not being made, and such
documents and/or materials have not been approved, by an authorized person for
the purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is
only being made to those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Financial Promotion Order”)) or persons who are within Article 43(2) of the
Financial Promotion Order or any other persons to whom it may otherwise lawfully
be made under the Financial Promotion Order.

Disclaimer

The information contained herein is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South
Africa or such other countries or otherwise in such circumstances in which the
release, publication or distribution would be unlawful. The information
contained herein does not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of, the New Notes in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration, exemption from registration or qualification under the securities
laws of any such jurisdiction. No actions have been taken to register or qualify
the New Notes, or otherwise to permit a public offering of the New Notes, in any
jurisdiction.

This communication does not constitute an offer of New Notes for sale in the
United States. The New Notes have not been and will not be registered under the
Securities Act or under the applicable securities laws of any state of the
United States, and the New Notes may not be offered, sold, pledged or otherwise
transferred, directly or indirectly, within the United States or to, or for the
account or benefit of, any U.S. person (as such terms are defined in Regulation
S under the Securities Act) except pursuant to an applicable exemption from, or
in a transaction not subject to, the registration requirements of the Securities
Act.

This communication does not constitute an offer of New Notes to the public in
the United Kingdom. No prospectus has been or will be approved in the United
Kingdom in respect of the New Notes. Consequently, this communication is
addressed to and directed only at persons in the United Kingdom in circumstances
where provisions of section 21(1) of the Financial Services and Markets Act 2000
as amended, do not apply and are solely directed at persons in the United
Kingdom who (i) have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Promotion Order, (ii) are persons
falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or
(iii) are other persons to whom it may be otherwise lawfully communicated (all
such persons together being referred to as “relevant persons”). This release is
directed only at relevant persons and any person who is not a relevant person
must not act or rely on this release or any of its contents.