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YIT Oyj — Governance Information 2026
Feb 25, 2026
3249_rns_2026-02-25_814c2b8a-25ee-47a3-83bc-c1bb47082fbd.pdf
Governance Information
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YIT Corporation's Corporate Governance Statement for 2025
This Corporate Governance Statement by YIT Corporation has been prepared separately from the report of the Board of Directors. The statement has been published together with the Board of Director's report and is available on YIT Corporation's website at www.yitgroup.com/corporategovernance.
The administration of YIT Corporation complies with the valid legislation, the company's Articles of Association and the rules and regulations of bodies that regulate and supervise the operations of Finnish listed companies. YIT complies with the recommendations of the Finnish Corporate Governance Code approved by the Securities Market Association in June 2024, which came into force on 1 January 2025. The Code is publicly available on the Securities Market Association's website at www.cgfinland.fi/en.
YIT Corporation's auditor, audit firm Ernst & Young Oy, has checked to ensure that the general description presented in this statement of the internal control and risk management systems related to the financial reporting process is consistent with the financial statements. The Audit Committee of the Board of Directors has reviewed and approved this statement.

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ANNUAL GENERAL MEETING
The General Meeting is YIT's highest decision-making body, where the shareholders participate in the supervision and control of the company and exercise their right to speak and vote. The Annual General Meeting is held each year by the end of June on a date determined by the Board of Directors. Extraordinary General Meetings can be held when the Board of Directors deems it necessary or when required by legislation.
The General Meeting makes decisions on matters falling within its scope of responsibilities by virtue of the Limited Liability Companies Act and the company's Articles of Association, such as:
- Approval of the financial statements
- Profit distribution
- Discharge of members of the Board of Directors and the President and CEO from liability
- Election of the Chair, Vice Chair and members of the Board and their remuneration
- Election of the auditors and their remuneration
- Amendments to the Articles of Association
- Decisions leading to changes in the share capital
- Purchase and transfer of company shares
The Chair of the Board of Directors, the members of the Board of Directors, the President and CEO and the external auditor are all present at the General Meeting. Persons nominated to seats on the Board of Directors shall be present in the General Meeting deciding on their election.
ANNUAL GENERAL MEETING 2025
The Annual General Meeting was held on April 3, 2025 in Helsinki. A total of 272 shareholders participated in the meeting personally or by proxy, representing 128,377,854 shares and voting rights, which corresponded to approximately 55,3 per cent of the company's shares and voting rights.
The Annual General Meeting adopted the financial statements for 2024 and discharged the members of the Board of Directors and the President and CEO from liability. It also decided on the distribution of dividends, the composition and remuneration of the Board of Directors, the appointment and fees of the auditor and the sustainability auditor, and authorization of the Board of Directors to purchase the company's own shares and issue shares.
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BOARD OF DIRECTORS
The Board of Directors steers and supervises the management and operations of the company. The Board is responsible for promoting the interests of all shareholders and the Group by seeing to the administration and proper organization of operations.
The Board of Directors comprises the Chair and the Vice Chair, as well as 3–8 members elected by the general meeting of shareholders for one year at a time. The Articles of Association provide no specific order of appointment for members of the Board of Directors. The majority of the members must be independent of the company. In addition, at least two of these members must be independent of the company's significant shareholders. The President and CEO cannot be elected as Chair of the Board. Both genders must be represented on the Board of Directors in accordance with the Board's diversity principles.
The Board of Directors meets regularly at the invitation of the Chair. A quorum is established when more than half of the members are present. The decision will be the opinion that more than half of those present have supported. When the votes are even, the Chair has the casting vote. The President and CEO as the presenter of the matters and the Corporate General Counsel as secretary of the Board are present at Board meetings. Other Leadership Team members and heads of business units and functions attend the meetings when necessary. The President and CEO and the secretary of the Board prepare the meetings with the Chair of the Board and draw up the agendas. The President and CEO ensures that the Board is provided with sufficient information about matters such as the structure, operations, markets and competitive situation of the company in order to carry out its tasks. The meeting agendas and materials are sent to Board members well in advance of the meeting.
The Board of Directors and its committees have ratified standing orders. The members of the Board evaluate the operation of the Board and its committees each year, and the results are taken into account in the Board's work and its development.
KEY DUTIES OF THE BOARD OF DIRECTORS
Among other duties, the Board of Directors:
- Ensures that the supervision of accounting and asset management is organized appropriately
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Reviews and approves the company's financial statements and the Board of Directors report, including the sustainability report, as well as interim reports and half-year reports
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Supervises and controls executive management
- Elects and dismisses the President and CEO and their deputy, decides on their salaries and fees, and agrees on the other terms of their employment
- Convenes the Annual General Meeting and makes proposals on matters to be included on the agenda
- Specifies the dividend policy and makes a proposal to the General Meeting on the dividend to be paid annually
- Approves the company's strategy, strategic targets and risk management principles
- Approves budgets and action plans and monitors their implementation
- Approves significant acquisitions and other major investments
- Confirms the Group's functional structure
- Ensures the functioning of management system
- Ratifies the Group's values and leadership principles
- Monitors and evaluates the Group's financial reporting system, as well as the effectiveness of internal control, internal auditing and risk management
- Monitors the Group's audit and monitors and evaluates the auditor's independence and the provision of non-audit services by the auditor
- Prepares a proposal for the appointment of the auditor and the sustainability auditor.
DIVERSITY OF THE BOARD OF DIRECTORS
The diversity principles ratified by YIT Corporation's Board of Directors refer to the different backgrounds of the Board members, such as age, gender, international experience, education, expertise and competencies. The aim of the diversity of the Board of Directors is to ensure that the Board of Directors is broad-based and versatile, has customer insight and stakeholder insight, and is creative and future-oriented. A sufficiently diverse Board of Directors supports the company's business and its development, promotes open discussion and independent decision-making, and is better equipped to support and challenge the executive management.
The members of the Board of Directors having different backgrounds, experiences and views supports the achievement of YIT Corporation's strategic targets. A Board member is required to have the required qualifications that correspond to the company's business needs and development phase, as well as the competence requirements for the Board and its committees. Persons elected as members of the Board of Directors must have the capacity to allocate sufficient time to managing their duties.
The long-term diversity objective is that the process of selecting and evaluating candidates for Board membership involves representatives of both genders to facilitate a balanced gender distribution on the Board of Directors.
In 2025, 33.3% of the members of the Board of Directors were women and 66.6% were men, in accordance with the principles of Board diversity. The principles concerning Board diversity and gender balance have been implemented in accordance with Recommendation 8 of the Corporate Governance Code, which entered into force January 1, 2025.
MEMBERS OF THE BOARD OF DIRECTORS AND BOARD MEETINGS IN 2025
Between January 1 and April 3, 2025 the Board of Directors of YIT Corporation consisted of Chair Jyri Luomakoski, m, Vice Chair, Casimir Lindholm, m, and members Anders Dahlblom, m, Sami Laine, m, Kerttu Tuomas, f, and Leena Vainiomäki, f.
The Annual General Meeting held on April 3, 2025, elected four (4) ordinary members to YIT's Board of Directors in addition to the Chair and the Vice Chair. In accordance with the proposal of the Shareholders' Nomination Board, Jyri Luomakoski, m (b. 1967), MBA, President and CEO of Fiskars Corporation (as of October 16, 2025) was re-elected as Chair of the Board. Casimir Lindholm, m (b. 1971), MSc (Econ), MBA, CEO of Mayer Turku Oy (as of May 1, 2025), was re-elected as Vice Chair of the Board. Anders Dahlblom, m (b. 1974), MSc (Econ), CEFA, COO of Virala Oy Ab, Sami Laine, m (b. 1971), MSc (Econ), CFO of eniferBio Lt, Kerttu Tuomas, f (b. 1957), BSc (Econ) and Leena Vainiomäki, f (b. 1961), MBA, MSc (Political Science), were also re-elected as members.
The members who served on the board in 2025 were independent of YIT and its most significant shareholders, with the exception of Anders Dahlblom, who was dependent on a significant shareholder.
The Board of Directors convened 12 times during 2025. The members' total attendance rate was 100 per cent. Corporate General Counsel Juha Jauhiainen served as the secretary of the Board of Directors.
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YIT CORPORATION'S BOARD OF DIRECTORS ON DECEMBER 31, 2025

Jyri Luomakoski Chair b. 1967, MBA

Casimir Lindholm Vice Chair b. 1971, MSc (Econ), MBA

Anders Dahlblom Member b. 1974, MSc (Econ), CEFA

Sami Laine Member b. 1971, MSc (Econ)

Kerttu Tuomas Member b. 1957, BSc (Econ)

Leena Vainiomäki Member b. 1961, MSc (Political Science), MBA
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In addition to its main tasks, a significant part of the Board of Director's work in 2025 consisted of monitoring the implementation of the strategy confirmed for 2025–2029 and the management of the Group's financial position and liquidity. During the year, the Board's work also focused on supervising the progress of measures to develop the Group's operational efficiency and cost structure, taking into account market developments. In addition, the Board focused on ensuring the effectiveness and currency of risk management and internal control. At the end of the period, the Board conducted its annual self-assessment, based on which the Board defined priorities for the further development of the Board's activities.
SHARE OWNERSHIP OF THE BOARD MEMBERS ON DECEMBER 31, 2025
| Name | Position | Shares | Total |
|---|---|---|---|
| Luomakoski Jyri | Chair of the Board | 59,474 | 59,474 |
| Lindholm Casimir | Vice Chair of the Board | 43,238 | 43,238 |
| Dahlblom Anders | Board member | 18,727 | 268,727 |
| Chanda Oy Controlled entity by the person |
250,000 | ||
| Laine Sami | Board member | 30,413 | 30,413 |
| Tuomas Kerttu | Board member | 45,885 | 45,885 |
| Vainiomäki Leena | Board member | 18,727 | 18,727 |
| Total | 466,464 |
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors had three permanent committees in 2025: the Personnel Committee, the Audit Committee, and the Investment and Project Committee.
The Board of Directors elects the members and Chairs of the committees from among its members at its organizational meeting following the Annual General Meeting. The committees have written standing orders ratified by the Board of Directors. The committees report to the Board of Directors on the matters dealt with by them and the required actions on a regular basis at the Board meeting following each committee meeting.
In addition to the aforementioned permanent committees, the Board may also appoint other permanent or temporary committees to focus on certain duties assigned by the Board.
PERSONNEL COMMITTEE
The duties of the Personnel Committee include assisting the Board of Directors in matters related to the appointment and remuneration of the Group's key personnel. Among other things, the Personnel Committee steers and follows the preparation of proposals on the development of the Group's corporate culture and HR Policy, remuneration and incentive schemes, the rules for performance-based bonuses and the processing of performance-based bonuses paid to the management. The committee also oversees the identification of talents, the development of key personnel and planning for management succession and prepares and submits the Remuneration Policy and the Remuneration Report for governing bodies for the Board of Directors' approval.
The committee meets at the invitation of the Chair, and consists of 3–5 members with experience in the Group's business operations, business segments as well as personnel and remuneration matters. The majority of the members of the Personnel Committee must be independent of the company. The President and CEO or other members of the company's management cannot be members of the Personnel Committee. The Executive Vice President, People and Culture, acts as the secretary to the committee.
Personnel Committee in 2025
From January 1 to April 3, 2025 the members of the Personnel Committee were Kerttu Tuomas (Chair) and members Jyri Luomakoski and Leena Vainiomäki.
At its organizational meeting following the Annual General Meeting on April 3, 2025, the Board of Directors elected Kerttu Tuomas as Chair of the Personnel Committee and Jyri Luomakoski and Leena Vainiomäki as its members.
The committee convened six times during the year. The members' total attendance rate was 100 per cent. In addition to the members, the meetings of the Personnel Committee were attended by the company's President and CEO. Jennie Haasmaa, EVP, People and Culture, served as the secretary of the committee.
In 2025, the Personnel Committee followed closely the strategic actions strengthening the desired corporate culture. The Committee also reviewed the results of the conducted employee surveys and action plans, the Health and Safety focus areas and actions, and the talent management and succession processes and plans. During the reporting period, the Committee reviewed and submitted for the Board of Directors' approval the
short and long-term incentive programs pursuant to the Remuneration Policy including their structure, cost framework, the key indicators, goals and target groups.
In addition, the Committee prepared for the approval by the Board of Directors the nominations to group key positions as well as the remuneration proposals for the President and CEO and other management.
AUDIT COMMITTEE
The Audit Committee assists the Board of Directors in the supervision of the Group's reporting and accounting processes. Its duties include overseeing the financial reporting process of the company and the effectiveness of internal control, internal audit and risk management systems, in addition to monitoring and assessing the audit. The committee participates in the preparation of the Group's financing policy, financing plan and financing arrangements. In addition, the committee reviews the financial statements and interim and half-year reports, assesses compliance with laws and regulations, and monitors the audit and the Group's financial situation. The committee convenes at least four times per year and more often if necessary. The committee comprises 3–5 members, the majority of whom must be independent of the company, and at least one of the members must be independent of major shareholders. Persons with extensive knowledge of the Group's business operations and business segments and who possess the qualifications required by the committee's sphere of duties are elected as members of the committee. The Corporate General Counsel serves as the secretary of the Audit Committee.
Audit Committee in 2025
Between January 1 and April 3, 2025, the Audit Committee consisted of Jyri Luomakoski (Chair) and members Anders Dahlblom, Sami Laine and Leena Vainiomäki.
At its organizational meeting following the Annual General Meeting on April 3, 2025, the Board of Directors elected Jyri Luomakoski from among its members as Chair of the Audit Committee and Anders Dahlblom, Sami Laine and Leena Vainiomäki as its members.
The Audit Committee convened six times in 2025. The members' total attendance rate was 100 per cent. In addition to the members, the meetings were attended by the company's President and CEO and its principal auditor Mikko Rytilahti (Ernst & Young, Authorised Public Accountants), and based on matters discussed at the meetings, members of the company's management and experts. Corporate General Counsel, Juha Jauhiainen served as the committee's secretary.
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In 2025, in addition to its main tasks, the Audit Committee regularly reviewed and monitored the financial impacts of strategy implementation, the development of the Group's financial position and liquidity, and the achievement of cash flow and profitability targets, taking into account market developments and related uncertainties and risks. In addition, the Audit Committee regularly monitored and reviewed the company's sustainability reporting and its assurance, as well as the financial impacts of the Group's operational efficiency and cost structure optimization. During the financial year, the Audit Committee also monitored and reviewed the development of risk management and internal control, as well as the currency of the company's governance practices.
INVESTMENT AND PROJECT COMMITTEE
The Investment and Project Committee discusses and prepares for the Board of Directors significant contract tenders, property development projects, plot and area project investments and divestments, acquisitions, disposals and equity investments. It also monitors the related portfolios, financial reporting and risk management. In addition, the committee discusses the investment policy to be submitted to the Board of Directors for approval.
The committee convenes at least twice a year, and more frequently by separate invitation from the Chair if deemed necessary in view of the matters discussed by the committee. The committee comprises 3–5 members, the majority of whom must be independent of the company and at least one of the members must be independent of significant shareholders. Persons with extensive knowledge of the Group's business operations and business segments and who possess the qualifications required by the committee's sphere of duties are elected as committee members. The Corporate General Counsel serves as the secretary of the Investment and Project Committee.
Investment and Project Committee in 2025
Between January 1 and April 3, 2025, the Investment and Project Committee consisted of Casimir Lindholm (Chair) and members Anders Dahlblom and Sami Laine.
At its organizational meeting following the Annual General Meeting on April 3, 2025, the Board of Directors elected Casimir Lindholm from among its members as the Chair of the Investment and Project Committee and Anders Dahlblom and Sami Laine as members.
The Investment and Project Committee convened eleven times in 2025. The members' total attendance rate was 100 per cent. In addition to the members, the company's CEO participated in the committee meetings. Corporate General Counsel Juha Jauhiainen served as the committee's secretary.
In 2025, in accordance with its main tasks, the Investment and Project Committee focused on tasks related to the preparation of decision-making for significant tenders, investments, divestments and strategic acquisitions presented to the Board of Directors for decision. During the year, the Committee particularly reviewed several data center projects The Committee participated in the development of monitoring and reporting practices for key strategic projects and the investment portfolio, as well as the development of invested capital.
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Meeting attendance of the Board of Directors and its committee in 2025
| Name | Board of Directors | Personnel Committee | Investment and Project Committee |
Audit Committee | Attendance rate (%) |
|---|---|---|---|---|---|
| Luomakoski Jyri, Chair | 12/12 | 6/6 | 6/6 | 100 | |
| Lindholm Casimir, Vice Chair | 12/12 | 11/11 | 100 | ||
| Dahlblom Anders | 12/12 | 11/11 | 6/6 | 100 | |
| Laine Sami | 12/12 | 11/11 | 6/6 | 100 | |
| Tuomas Kerttu | 12/12 | 6/6 | 100 | ||
| Vainiomäki Leena | 12/12 | 6/6 | 6/6 | 100 | |
| Attendance rate (%) | 100 | 100 | 100 | 100 | 100 |
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SHAREHOLDERS' NOMINATION BOARD
Since 2016, YIT has had a Shareholders' Nomination Board, whose task is to prepare proposals to the Annual General Meeting regarding the election and remuneration of the members of the Board of Directors.
The Shareholders' Nomination Board is a body comprised of representatives appointed by the company's shareholders. Its task is to annually prepare proposals for the selection and remuneration of Board members for the Annual General Meeting and, if necessary, for the Extraordinary General Meeting, in accordance with the principles of Board diversity. The primary purpose of the Nomination Board is to ensure that the Board of Directors and its members have sufficient expertise, competence and experience in view of the company's needs, and to prepare proposals, with justifications, on the election and remuneration of members of the Board of Directors to the General Meeting for this purpose.
The Nomination Board comprises the company's three major shareholders, as determined by the standing order. The right to nominate members to represent shareholders in accordance with the standing order rests with three shareholders who are registered in the shareholders' register maintained by Euroclear Finland Ltd or another operator on the last weekday of August in the year preceding the General Meeting, and who hold the largest number of votes conferred by shares according to the shareholder register.
The Nomination Board has been established to serve until further notice. The term of office of the Nomination Board members ends at the appointment of new members every year.
The Nomination Board must submit its proposal to the YIT Board of Directors every year, by the last weekday of January preceding the next Annual General Meeting. The proposals of the Nomination Board are published in a stock exchange release and included in the notice of the meeting. Furthermore, the Nomination Board presents and justifies its proposals and gives an account of its operations to the Annual General Meeting.
Shareholders's nomination board 2025
Between January 1 and August 31, 2025 (elected in 2024), the Nomination Board consisted of the following members: Alexander Ehrnrooth, m, Chair of the Board of Directors, Tercero Invest AB; Kristina Pentti-von Walzel, f, CEO of Laponie Oy, as the representative appointed by the shareholders' Group; and Risto Murto, m, President and CEO, Varma Mutual Pension Insurance Company. Jyri Luomakoski, Chair of Board of Directors of YIT Corporation, participated in the work of the Committee as an expert member. Alexander Ehrnrooth served as Chair of the committee, and General Counsel Juha Jauhiainen as its secretary.
Since September 1, 2025, the Nomination Board has consisted of the following members: Alexander Ehrnrooth, m, Chair of Board of Directors; Tercero Invest AB, Kristina Pentti-von Walzel, f, CEO of Laponie Oy, as the representative appointed by the shareholders' Group; and Risto Murto, m, President and CEO of Varma Mutual Pension Insurance Company.
Alexander Ehrnrooth served as Chair of the committee, Jyri Luomakoski, Chair of the Board of Directors of YIT Corporation, participated in the work of the Committee as an expert member and General Counsel Juha Jauhiainen acted as secretary.
The Nomination Board convened twice during 2025. Between meetings, the Nomination Board prepared its proposals under the leadership of its Chair. The members' total attendance rate was 100 per cent.
PRESIDENT AND CEO AND HIS DEPUTY
The President and CEO attends to the day-to-day administration of the company in accordance with the instructions and regulations laid down by the Board of Directors. The Board of Directors appoints and discharges the President and CEO and supervises their actions. It also decides on the President and CEO's salary and remuneration, as well as the other terms of their employment. The President and CEO ensures that the company's accounting is lawful, and that its asset management is organized reliably. YIT's President and CEO serves as Chair of the Leadership Team.
Heikki Vuorenmaa (b. 1981), MSc (Econ.), is the President and CEO of YIT Corporation. From January 1, 2025 to November 1, 2025, Tuomas Mäkipeska (b. 1978), MSc (Econ.), served as Deputy to the President and CEO. Since November 1, 2025, Aleksi Laine (b. 1981), MSc (Construction Management), has served as Deputy to the President and CEO.
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YIT LEADERSHIP TEAM
The YIT Leadership Team of YIT Corporation serves as the highest operational decisionmaking body of the Group. The Leadership Team consists of the President and CEO and other members appointed by the Board of Directors. The secretary of the Leadership Team is appointed by the President and CEO. The Leadership Team convenes regularly, approximately once a month. The Leadership Team assists the President and CEO in planning operations and operational management and prepares matters to be considered by the Board of Directors. The President and CEO is responsible for the decisions made by the Leadership Team. The members of the Leadership Team are responsible for implementing the decisions within their respective areas of responsibility.
The Leadership Team prepares, among other things, the Group's strategic planning, and annual planning, monitors their implementation, and reviews financial reporting. The key
responsibilities of the Leadership Team include developing internal cooperation within the Group and promoting joint development projects.
The Leadership Team is responsible for evaluating the performance and results of the business segments as a whole. The segment management team makes decisions independently within its own decision-making authority. In regularly held business reviews, representatives of senior management evaluate the financial performance and strategy implementation of each segment.
The Investment Management Team operates within the decision-making authority of the President and CEO and reviews investments, projects, tenders, and other initiatives that require a decision by the President and CEO or the Board of Directors. Matters requiring Board approval are presented to the Investment and Project Committee before
consideration and decision by the Board. The company has a comprehensive preparation process that based on tender calculations ensures the systematic processing of investments, projects, tenders, and other initiatives in accordance with decision-making authorizations.
Decision-making, financial reporting, and evaluation are always carried out at the organizational level that has the relevant authority and best expertise. Operational decisions are made at the segment or division level, and the most significant decisions are considered by the Board of Directors on the basis of preparations made by its Committee. This ensures the efficiency of decision-making and appropriate control.
LEADERSHIP TEAM ON DECEMBER 31, 2025
| Name | Born | Position | Education | Share ownership, pcs |
|---|---|---|---|---|
| Vuorenmaa Heikki, m | 1981 | President and CEO, EVP, Residential Finland segment, interim, Chair of the Leadership Team |
MSc (Econ.) | 60,000 |
| 1Filipczak Justyna, f | 1981 | Executive Vice President, Residential CEE segment | MSc (Econ.) | 0 |
| Forssell Peter, m | 1969 | Executive Vice President, Building Construction segment | MSc (Tech.) | 20,788 |
| Haasmaa Jennie, f | 1975 | Executive Vice President, People and Culture | MSc (Ed.) eMBA | 0 |
| Kostiainen Juha, m | 1965 | Executive Vice President, Urban Development and ESG | MSc (Tech.), DSc (Admin.) | 36,754 |
| 2Laine Aleksi, m | 1981 | Executive Vice President, Infrastructure segment, Deputy to President and CEO |
MSc (Tech.) | 12,410 |
| 3Pietikäinen Markus, m | 1975 | CFO, interim | MSc (Econ.) | 29,042 |
| Total | 158,994 |
1Filipczak Justyna has served as the Executive Vice President of the CEE segment since August 4, 2025.
2Laine Aleksi, Executive Vice President of the Infrastructure segment, has served as Deputy to the President and CEO since November 1, 2025.
3Pietikäinen Markus has acted as the interim CFO since November 1, 2025. Mäkipeska Tuomas was the CFO and Deputy to the President and CEO until November 1, 2025.
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LEADERSHIP TEAM ON DECEMBER 31, 2025

Heikki Vuorenmaa President and CEO, EVP, Residential Finland segment, interim b. 1981, MSc (Econ.)

Justyna Filipczak EVP, Residential CEE segment b. 1981, MSc (Econ.)

Peter Forssell EVP, Building Construction segment b. 1969, MSc (Tech.)

Jennie Haasmaa EVP, People and Culture b. 1975, MSc (Ed.), eMBA

Juha Kostiainen EVP, Urban Development & ESG b. 1965, MSc (Tech.), DSc (Adm)

Aleksi Laine EVP, Infrastructure segment, deputy to President and CEO b. 1981, MSc (Tech.)

Markus Pietikäinen CFO, interim b. 1975, MSc (Econ.)
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THE MAIN FEATURES OF INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS RELATED TO THE FINANCIAL REPORTING PROCESS
OBJECTIVES
The objective of YIT's internal control and risk management in financial reporting is to ensure that the company's financial reporting gives a correct picture of YIT's financial performance and position, and the assurance that operations are being carried out in accordance with internal instructions, and that YIT is complying with the applicable laws and regulations and other obligations imposed on listed companies. YIT's consolidated financial statements are drawn up in accordance with the International Financial Reporting Standards (IFRS). A further objective of risk management is to support the achievement of the company's strategic and business targets by anticipating and managing potential threats and opportunities.
MAIN CHARACTERISTICS OF INTERNAL CONTROL
YIT's financial reporting, planning and control are based on an operating model specified by the Group, policies approved by the Board of Directors, and financial reporting manuals and instructions that need to be adhered to throughout the Group. In accordance with the operating model, the reporting and evaluation of financial results is performed at multiple levels of monitoring, performed by the Group's businesses, the persons responsible for finances in each company and Group functions. The lowest levels of monitoring are the project level and unit level. The highest levels of monitoring are the company level, business segment level and group level.
Responsibilities for the performance and control of financial reporting have been assigned in accordance with YIT's operating model to the businesses and the centralized Group-level financial functions. The businesses are responsible for the project-related financial reporting and measurement of assets used in each business, for example. The centralized group-level financial functions engage in planning, guidance, training and coordination related to reporting, make key interpretations concerning accounting principles for financial reporting, and prepare financial reporting for review by YIT's Audit Committee and Board of Directors.
The key control and supervision process for monitoring the achievement of financial targets consists of monthly reporting to the business and Group management based on the same IFRS accounting principles as external Group reporting. Monthly repeated
controls, including both automatic and manual controls, are used to ensure the accuracy of reporting. The business segments and Group functions monitor and evaluate the the outcomes and forecasts reported monthly. Self-developed projects and contracting projects constitute a key component of YIT's financial reporting as a whole. The project portfolio is analyzed on a monthly basis and reviewed for material changes, on a projectby-project basis if necessary. The financial reporting of the projects by the businesses is supported and supervised by the Business Controlling functions of the businesses.
The strategies of the Group and its businesses are evaluated annually and updated as necessary. Annual plans based on the strategy and the budget for the next year are typically drawn up during the second half of the year. The strategy and annual plans are approved by YIT's Board of Directors.
RISK MANAGEMENT
The Group's investment, risk management and corporate security function coordinates and develops the systematic assessment of risks and opportunities as part of business planning and core decision-making processes. The function coordinates the assessment of risks and opportunities related to the business environment, operational activities, assets and financial position in order to limit unnecessary or excessive risk-taking. The business segments are responsible for the identification, assessment and management of risks in their respective areas of operation. Business-related risks and strategic risks are reported to the Group management on a regular basis. The Group management supervises and monitors the implementation of measures related to the risks. YIT's Board of Directors regularly reviews the risk portfolio based on the Group management's assessment. More information about the principles of risk management can be found in the Risks and risk management section of the annual review.
PUBLICATION OF FINANCIAL REPORTS
YIT publishes quarterly financial reports and annual financial statements annually. The Audit Committee reviews the reports and presents its recommendations concerning the reports to the Board of Directors. YIT's Board of Directors approves the reports for publication.
YIT publishes the main principles of its investor relations activities and its disclosure policy on the company's website. The Disclosure policy sets out YIT's practices concerning the publication of financial information.
FINANCIAL INFORMATION SYSTEMS
The key components of YIT's financial reporting include basic financial systems and project reporting systems. YIT continued to harmonise its basic financial reporting systems in 2025. These harmonization efforts led to financial processes becoming more consistent between the different countries and companies. At the end of 2025, the common basic system for financial information was in use in Finland, Sweden, Estonia and Latvia. The deployment of the basic financial information system is continuing in YIT's other operating countries.
In the monthly closing process for each period, the accounting data for each company is transferred from the basic financial information systems to the Group's centralized consolidation system, which produces Group-level and segment-level financial reporting, including both actual figures and forecasts. The functioning and information security of the systems used in financial reporting are monitored and inspected on a regular basis, and regular back-ups are made to ensure continuity.
RELATED PARTY TRANSACTIONS
The company maintains a list of its related parties and monitors and evaluates related party transactions on a regular basis in accordance with with the applicable principles and regulations. The members of the Board of Directors and the Leadership Team, as well as certain other management key persons, are obligated to notify the company of any related party transactions. Any possible related party transactions are reported in connection with the company's consolidated financial statements. During the 2025 financial period, the company did not have any material related party transactions that deviated from the company's normal business operations or were not implemented on arm's-length terms.
INSIDER ADMINISTRATION
At YIT, insider administration is responsible for internal communication and training related to insider matters, as well as drawing up and maintaining insider lists and submitting them to the Finnish Financial Supervisory Authority upon request.
The insider administration also ensures that trading restrictions and the obligation to notify transactions by managers and their closely associated persons are complied with. The insider administration is responsible for internal communication, training, supervision and the monitoring of regulatory changes in matters pertaining to the trading restriction and notification obligation. It maintains a list of managers and their closely associated persons, informs managers of their obligations related to trading restrictions and the notification of transactions, is responsible for providing guidance to managers regarding
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the provision of information to their closely associated persons regarding the closely associated persons' notification obligation as well as the publication of transactions in stock exchange releases, the practical implementation of which is the responsibility of the Investor Relations (IR) function. The person in charge of insider matters at YIT Corporation is the Corporate General Counsel.
INTERNAL AUDIT
Internal audit is part of YIT's internal control system and framework. The internal audit is independent of other functions. It is an objective evaluation, assurance and consulting function intended to create added value for the company and provide recommendations for the further development of operations. The internal audit supports the Board of Directors and the management in the achievement of objectives by evaluating the appropriateness and effectiveness of the company's risk management, control, management and administration processes.
The internal audit carries out independent inspections of the businesses, Group companies, processes and specifically selected targets to evaluate the effectiveness of internal control. The aim of the internal audit function is to ensure compliance with internal policies, guidelines and regulations.
The internal audit systematically evaluates the effectiveness of the aforementioned functions and issues recommendations on the development of operations, thereby helping the company achieve its objectives. The internal audit also supports the sharing of best practices within the Group. In addition to other reporting channels, through internal audit, Group companies can notify the company's management of possible misconduct.
The internal audit operates under the supervision of the Audit Committee of the Board of Directors, and reports the results of its auditing activities to the Audit Committee. The Audit Committee subsequently reports to the Board of Directors. A risk-based annual plan is drawn up for the internal audit and approved by the Audit Committee. The internal audit focus on identified business risks. The focus areas highlighted in the annual plan are reviewed on a quarterly basis. The internal audit reports to the Corporate General Counsel. In internal audit, a multi-service provider model adopted in 2024 continued to be used also in 2025.
AUDIT
YIT has one auditor, which must be an approved and registered auditing firm pursuant to the Auditing Act (1141/2015).
The Annual General Meeting elects the auditor based on a proposal of the Board of Directors. The Board's Audit Committee prepares the draft resolution concerning the election of the auditor. The auditor audits the company's accounts, financial statements and administration for the financial year. The parent company's auditor must also audit the consolidated financial statements. The auditor regularly reports to the Board of Directors and its Audit Committee and provides the Company's shareholders with an auditor's report as required by law. YIT's key subsidiaries engaged in business activities must elect auditors from the same chain of audit firms as the one used by the parent company.
Pursuant to the decision of the Annual General Meeting, the auditor's fee is paid as per an invoice approved by the company. YIT complies with the provisions of the Auditing Act and the EU Audit Regulation with regard to the maximum duration of the auditor's terms of office and, in electing the auditor, also takes into consideration that the total duration of the consecutive terms of office of the auditor with main responsibility must not exceed seven years.
YIT's auditor for the financial year 2025 was the audit firm Ernst & Young Oy, with Mikko Rytilahti, Authorized Public Accountant, as the principal auditor. The term of office of the auditor began at the end of the 2025 Annual General Meeting and will end at the end of the 2026 Annual General Meeting.
AUDIT FEES IN 2025
| EUR million | 2025 | 2024 | 2023 |
|---|---|---|---|
| Statutory audit | 1.4 | 1.3 | 1.0 |
| Engagements referred to in the Auditing Act, 1.1,2§ |
0.1 | 0.1 | 0.0 |
| Assurance of the sustainability statement | 0.1 | 0.1 | 0.0 |
| Other engagements referred to in the abovementioned point of law |
0.0 | 0.0 | 0.0 |
| Tax services | 0.0 | 0.0 | 0.0 |
| Other services | 0.0 | 0.2 | 0.3 |
| Total | 1.5 | 1.6 | 1.3 |
BOARD OF DIRECTORS' REPORT
The Board of Directors issued its report for 2025 on February 25, 2026. The Corporate Governance Statement will be published separately from the Report of the Board of Directors on the company's website at www.yitgroup.com/corporategovernance.
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YIT builds thriving living environments in Europe. For more than 110 years, we have made everyday life smoother by building homes for a good life, spaces where people and businesses can thrive, and infrastructure that supports the essential functions of society.
We operate in seven countries and employ approximately 4,100 professionals. In 2025, our revenue was EUR 1.8 billion. YIT Corporation's shares are listed on Nasdaq Helsinki.
Read more: www.yitgroup.com
YIT Corporation B.O. Box 36 00621 Helsinki, Finland Tel. +358 20 433 111 [email protected]




