YIT Oyj — Proxy Solicitation & Information Statement 2019

Feb 1, 2019

Invitation to YIT Corporation’s Annual General Meeting

Invitation to YIT Corporation’s Annual General Meeting

YIT Corporation Stock Exchange Release February 1, 2019 at 1.05 p.m.
The shareholders of YIT Corporation are invited to attend the Annual General
Meeting to be held on Tuesday, March 12, 2019, starting at 10:00 a.m. (Finnish
time GMT+2) in the Siipi section of the Messukeskus Expo & Convention Centre,
located at the address Rautatieläisenkatu 3, FI-00520 Helsinki.

Check-in for those who have registered for the meeting, distribution of ballots
and serving of coffee will start at the venue at 9:00 a.m.

A. Matters to be considered at the General Meeting

1. Opening of the meeting

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

3. Election of the examiners of the minutes and supervisors of the counting of
   votes

4. Adoption of the list of votes

5. Establishing the legality of the meeting

6. Presentation of the financial statements, the report of the Board of
   Directors, the consolidated financial statements and the auditor’s report for
   the year 2018

The President and CEO reviews the year 2018 and presents the outlook for 2019.

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 dividend payout

The Board of Directors proposes that dividends of 27 cents (EUR 0.27) per share
be paid from the unrestricted equity and that the rest of the profit be carried
forward to the distributable equity.

1. Decision on the record date and payment date for dividends

The Board of Directors proposes that the record date of the dividend payment be
March 14, 2019, and that the dividend be paid on April 16, 2019.

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

2. Decision on the remuneration of the Chairman, Vice Chairman and members of
   the Board of Directors and on the 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 100.000,

– Vice Chairman and Chairmen of the permanent Committees: EUR 70,000, unless the
same person is Chairman of the Board or Vice Chairman of the board and

– members EUR 50.000
In addition, the Nomination Board proposes that the award and payment of the
fixed annual fee be contingent on the Board members committing to purchasing
directly, based on the resolution of the Annual General Meeting, YIT Corporation
shares amounting to 40% of the fixed annual fee from a regulated market (Nasdaq
Helsinki Ltd) at a price determined by public trading, and that the shares in
question be purchased directly on behalf of the Board members. The shares shall
be purchased within two weeks of the publication of the interim report for the
period January 1–March 31, 2019.

The Nomination Board further proposes that in addition to the fixed annual fee
Board member living in Finland be paid a meeting fee of EUR 800 per meeting and
a member living elsewhere in Europe be paid EUR 2,000. It is also proposed that
EUR 800 be paid per committee meeting to a committee member living in Finland
and to a committee member living elsewhere in Europe be paid EUR 2,000. Per
diems are proposed to be paid for trips in Finland and abroad in accordance with
the State’s 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 elected
as Chairman, Eero Heliövaara be elected as Vice Chairman and re-elected as
members Olli-Petteri Lehtinen, Kristina Pentti-von Walzel and Tiina Tuomela as
well as Alexander Ehrnrooth, Frank Hyldmar and Barbara Topolska as new
members, be elected as members for a term ending at the close of the next Annual
General Meeting following the election. The other current Board members were not
available for the Board membership for the new term.

All candidates have consented to being elected. All candidates 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 Markku Katajisto,
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 disproportion to the shareholders’ holdings.

The Board of Directors proposes that the authorisation shall reverse the
authorisation to purchase the Company’s own shares issued by the Annual General
Meeting on March 16, 2018. The Board of Directors proposes that the
authorisation be valid until June 30, 2020.

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 42,000,000, corresponding to about 20% 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 reverse the
authorisation to decide on share issues by the Annual General Meeting on March
16, 2018. The Board of Directors proposes that the authorisation be valid until
June 30, 2020.

1. Closing of the meeting

B. Documents of the Annual General Meeting

This notice of meeting will be available for inspection by shareholders as of
February 1, 2019, on the Company’s website at www.yitgroup.com. The parent
company YIT Corporation’s financial statements, consolidated financial
statements, Board of Directors’ review and auditor’s report pursuant to the
Limited Liability Companies Act and the Securities Market Act and the annual
review will also be available for inspection by shareholders online on February
19, 2019, at the latest on the Company’s website at www.yitgroup.com. The notice
of meeting and the financial statement documents will be available at the Annual
General Meeting.

The minutes of the Annual General Meeting will be available on the Company’s
website at www.yitgroup.com by March 26, 2019.

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 shareholder register, which is
maintained by Euroclear Finland Ltd, no later than the record date of the Annual
General Meeting on February 28, 2019.

A shareholder entered in the Company's shareholders’ register wishing to
participate in the Annual General Meeting should register for the meeting by
10:00 a.m. Finnish time on March 7, 2019, using one of the following methods:

a) online through YIT Corporation’s website: www.yitgroup.com/agm2019

b) by telephone at the number +358 20 770 6890 between 9 a.m. and 4 p.m. on
weekdays

The shareholder's name and personal identification number or business ID, as
well as the name of his/her eventual assistant or proxy representative and the
personal identification number of the proxy representative must be given 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, his/her representative or proxy representative shall present an
identity document and/or proxy when requested at the registration desk.

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 shareholder register maintained by Euroclear Finland Ltd on February 28,
2019. In addition, the right to participate requires that the holder of nominee
registered shares is temporarily entered to the shareholder register maintained
by Euroclear Finland Ltd based on these shares on March 7, 2019, at 10:00 a.m.
at the latest. This is considered registration for the Annual General Meeting as
regards nominee registered shares.

Such shareholders are advised to request from their custodian bank the necessary
instructions regarding registration in the temporary shareholder 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.

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. 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/agm2019.

Any proxy documents should be notified in connection with the registration and
they should be delivered as originals to YIT Corporation, Viivi Kuokkanen, PO
Box 36, FI-00621 Helsinki, Finland, prior to the end of the registration period.
Alternatively, a copy of the proxy may be sent by e-mail to
viivi.kuokkanen@yit.fi, in addition to which the original proxy must be
presented at the meeting.

1. Other information

Pursuant to Chapter 5, section 25 of the Limited Liability Companies Act, a
shareholder who is present at 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 of the Annual General Meeting, the total number of
shares and votes in YIT Corporation is 211,099,853.

Helsinki, February 1, 2019

YIT Corporation

Board of Directors

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

YIT is the largest Finnish and significant North European construction company.
We develop and build apartments and living services, business premises and
entire areas. We are also specialised in demanding infrastructure construction
and paving. Together with our customers, our nearly 10,000 professionals are
creating more functional, more attractive and more sustainable cities and
environments. We work in 11 countries: Finland, Russia, Scandinavia, the Baltic
States, the Czech Republic, Slovakia and Poland. The new YIT was born when over
100-year-old YIT Corporation and Lemminkäinen Corporation merged on February 1,
2018. Our pro forma revenue for 2018 was approximately EUR 3.8 billion. YIT
Corporation's share is listed on Nasdaq Helsinki Oy. www.yitgroup.com