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YIT Oyj — Proxy Solicitation & Information Statement 2026
Feb 25, 2026
3249_rns_2026-02-25_fe4ecae1-8f65-4f15-b433-348a1e18b26f.html
Proxy Solicitation & Information Statement
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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 February 25, 2026, at 1:15 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, March 19, 2026, starting at 11:00 a.m. Finnish
time (GMT+2) at Finlandia Hall, Helsinki Hall at the address Mannerheimintie
13e, 00100 Helsinki, Finland (entrance M3, from Mannerheimintie door).
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. Heikki Vuorenmaa, President and CEO of YIT Corporation, will be
available to meet with meeting participants at the Investor Relations desk
located in the Helsinki Hall lobby before the start of the General Meeting from
10:00 to 10:30 a.m. Questions may be presented to the President and CEO at this
event, but the event held prior to the General Meeting is not part of the
General Meeting.
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 may follow the Annual General Meeting via a video stream in
Finnish. It is not possible to pose questions, make counterproposals, speak, or
vote through the online video stream. Following the meeting via the video stream
shall not be regarded as participation in the General Meeting in accordance with
the Limited Liability Companies Act or as exercising shareholders' rights.
Instructions on how to register for the video stream www.yitgroup.com/agm2026.
A. Matters to be considered at the Annual General Meeting
Information and proposals concerning formal organizational matters in agenda
items 1 to 5 are included in a separate organizational document published on the
Company's website at www.yitgroup.com/agm2026, which document also constitutes a
part of this notice. The document will be supplemented as needed at the General
Meeting with such information that is not available before the Annual General
Meeting.
At the General Meeting, the following matters will be considered:
-
Opening of the meeting
-
Calling the meeting to order
-
Election of the persons to scrutinize the minutes and to supervise the
counting of votes -
Recording the legality of the meeting
-
Recording the attendance and adoption of the list of votes
-
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 2025
The President and CEO reviews the financial year 2025 and presents the outlook
for 2026.
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 February 25, 2026.
-
Adoption of the financial statements and the consolidated financial
statements -
Resolution on the use of profit shown on the 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 2025.
-
Resolution on the discharge of the members of the Board of Directors and the
President and CEO from liability -
Presentation of the remuneration report for 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 February 25, 2026.
- Resolution on the remuneration of the Chairperson, Vice Chairperson and
members of the Board of Directors and the remuneration of the Shareholders'
Nomination Board
The Shareholders' Nomination Board proposes that the remuneration payable to the
members of the Board of Directors remains unchanged and that the following fixed
annual remuneration be paid to the members of the Board of Directors 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 permanent committees: EUR
73,500, unless the same person is Chairperson or Vice Chairperson of the Board;
and
· members: EUR 52,500.
In addition, the 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's shares to be purchased on the Board members' behalf at a price
determined in public trading at the Helsinki Stock Exchange (Nasdaq Helsinki
Ltd). The shares will be purchased within two weeks of the publication of the
interim report for the period January 1-March 31, 2026 or on the first possible
date under applicable law. The Company will pay any costs related to the
purchase of shares.
The Nomination Board recommends that members of the Board of Directors do not
divest the shares awarded to them as a fixed annual fee until their term on the
Board has expired. 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
permanent 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 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 the group's travel guidelines and the Tax
Administration's travelling compensation regulations.
In addition, the Nomination Board proposes that the remuneration payable to the
members of the Shareholders' Nomination Board remains unchanged and that 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.
- 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.
- Election of the Chairperson, Vice Chairperson and members of the Board of
Directors
The Shareholders' Nomination Board proposes that the following persons be re
-elected as members of the Board of Directors of the Company for a term of
office ending at the conclusion of the next Annual General Meeting following
their election: Jyri Luomakoski as Chairperson, Casimir Lindholm as Vice
Chairperson, and Anders Dahlblom, Sami Laine, Kerttu Tuomas and Leena Vainiomäki
as members.
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/agm2026.
- Resolution on the remuneration of the auditor and the sustainability auditor
The Board of Directors proposes on recommendation of the Audit Committee that
the auditor's and the sustainability auditor's fees will be paid according to
the invoice approved by the Company.
- Election of the auditor and the sustainability auditor
The Board of Directors proposes on recommendation of the Audit Committee that
Ernst & Young Oy, Authorized Public Accountants, be re-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.
In addition, the Board of Directors proposes on recommendation of the Audit
Committee that Ernst & Young Oy, Authorized Sustainability Audit Firm, be re
-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.
- 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 in total 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 authorization revokes the authorization to repurchase the Company's own
shares issued by the Annual General Meeting on April 3, 2025. The authorization
is valid until the close of the next Annual General Meeting, however, no longer
than until June 30, 2027.
- 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 own
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 authorization revokes the authorization to resolve on share issues issued by
the Annual General Meeting on April 3, 2025. The authorization is valid until
the close of the next Annual General Meeting, however, no longer than until June
30, 2027.
- Closing of the meeting
B. Documents of the 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/agm2026. YIT Corporation's Annual
Review, which includes the parent company's financial statements, the report of
the Board of Directors (including the sustainability statement), consolidated
financial statements, 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 and the organizational document will be available
on said website as of February 25, 2026. 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 2, 2026, at the latest.
C. Instructions for those participating in the General Meeting
- Shareholders registered in the shareholders' register
A shareholder who is registered in the Company's shareholders' register, which
is maintained by Euroclear Finland Oy, on the record date of the General
Meeting, March 9, 2026, has the right to participate in the General Meeting. 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 on February 25, 2026 at
2:00 p.m. Finnish time. 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 March 16, 2026 at 10:00 a.m. Finnish time, by which time the
registration must be received. Registration for the Annual General Meeting can
be made:
a) Online through YIT Corporation's website at www.yitgroup.com/agm2026.
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 email to Innovatics Oy at [email protected]. The registering shareholder
must include in the message the registration form available on the Company's
website and the possible advance voting form or corresponding information.
c) By phone through Innovatics Oy at number 010 2818 909 on weekdays between
9:00 a.m. and 12:00 noon and between 1:00 p.m. and 4:00 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 proxy
representative and/or assistant, if any, as well as the proxy representative's
date of birth, telephone number and email address, must be provided in
connection with the registration.
The personal data disclosed by the shareholders to YIT Corporation or Innovatics
Oy will only be used in connection with the Annual General Meeting and the
processing of related necessary registrations. Further information on the
processing of personal data is available on the Company's website at
www.yitgroup.com/agm2026.
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.
Further information on registration and advance voting is available by phone
during the registration period for the Annual General Meeting from Innovatics Oy
at telephone number 010 2818 909 on weekdays between 9:00 a.m. and 12:00noon and
between 1:00 p.m. and 4:00 p.m. Finnish time.
- Advance voting
Shareholders with a Finnish book-entry account can vote in advance on certain
matters on the agenda of the General Meeting in the following ways:
a) Online through YIT Corporation's website at www.yitgroup.com/agm2026 in the
service available between February 25, 2026 at 2:00 p.m. Finnish time to March
16, 2026 at 10:00 a.m. Finnish time. 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.
b) By email by delivering the advance voting form available on the Company's
website or corresponding information to Innovatics Oy at [email protected]. The
advance votes must be received by the end of the advance voting period.
Delivering the votes in this manner before the end of the registration and
advance voting period shall be considered registration for the Annual General
Meeting, provided that the above-mentioned information required for registration
is included.
Resolution proposals 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 possible vote held at the meeting venue also in circumstances
where an alternative resolution proposal concerning the matter has been
presented. 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.
Shareholders voting in advance will not be able to use their rights under the
Limited Liability Companies Act to request information or a vote, unless they
are present at the General Meeting in person or by way of proxy representation.
The instructions for advance voting are available on the Company's website at
www.yitgroup.com/agm2026.
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 such shareholders'
voting instructions during the registration period applicable to holders of
nominee-registered shares set out in the below section C. 3. of these
instructions.
- 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 9, 2026. 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 such
shares by March 16, 2026 at 10:00 a.m. Finnish time 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, and, if needed, take care of voting in advance on
behalf of the holder of nominee registered shares within the registration period
applicable to holders of nominee registered shares.
- Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise their rights
at the meeting through a proxy representative. A proxy representative of a
shareholder may also vote in advance in the manner described in section C. 2. of
these instructions. A proxy representative must identify themselves in the
online registration service using strong electronic authentication, after which
they can register and vote in advance on behalf of the shareholder they
represent.
The proxy representative shall present a dated proxy document or otherwise in a
reliable manner demonstrate their right to represent the shareholder at the
General Meeting. If 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/agm2026.
Possible proxy documents should preferably be delivered as an attachment in
connection with the online registration or alternatively by email to
[email protected] before the end of the registration period.
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.
- Other information
The meeting will be held in Finnish.
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 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 1,413,792 treasury shares. Pursuant to
the Limited Liability Companies Act, shares held by the Company itself or by its
subsidiaries do not carry a right to participate in the General Meeting.
Helsinki, February 25, 2026
YIT Corporation
Board of Directors
For further information:
Essi Nikitin, Vice President, Investor Relations, YIT Corporation, tel. +358 50
581 1455, [email protected]
YIT Corporation
Markus Pietikäinen
Interim CFO
Distribution: Nasdaq Helsinki, major media, www.yitgroup.com
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 (https://www.yitgroup.com/en) and follow us on
Linkedin (https://www.linkedin.com/company/yit/) I
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