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YIT Oyj Remuneration Information 2024

Feb 19, 2024

3249_def-14a_2024-02-19_e5128064-fb40-4b15-825a-8232d884ed85.pdf

Remuneration Information

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Remuneration Report 2023

YIT Corporation's Remuneration Report for 2023

The Remuneration Policy at YIT aims to support our ability to create better living environments and accelerate strategic transformation. Our goal is to deliver a higher, predictable level of profit and to be the leader in developing and building sustainable environments. The four cornerstones of our remuneration policy are:

YIT REMUNERATION

The strategic priorities and the cornerstones of our Remuneration Policy are the basis for the elements of our remuneration. Base pay and benefits are at a competitive level to recruit, motivate and retain talents, and the level of these elements is benchmarked regularly with market practices. The short-term and long-term incentive plans support driving financial performance and strategic transformation, as well as success with our customers and sustainability-related targets..

Based on 2023 performance, no short-term incentive payments are made. With long-term incentive plan (LTIP) and earning periods 2021– 2023, 2022–2024 and 2023–2025 the KPI performance development has been modest. Similar to previous years, with the LTIP KPIs, sustainability-related metrics have developed positively, whereas both ROCE % and absolute TSR have remained below their threshold levels.

This Remuneration Report is based on the Finnish Corporate Governance Code 2020 of the Securities Market Association and provides the details of the remuneration paid to members of the Board of Directors, President and CEO, and his Deputy.

The remuneration of the Board of Directors and the President and CEO follows the principles of the YIT Remuneration Policy 2020–2023 approved at the Annual General Meeting on 12 March 2020.

The Remuneration Policy 2020–2023 has been followed during 2023. The Board has made 9 Feb 2023 an interim exception as defined under the Remuneration Policy by introducing a separate, fixed-term incentive plan for years 2023 and 2024 related to the company's strategic transformation program. This incentive plan applies to the President and CEO and other key persons.

REMUNERATION DEVELOPMENT

YIT's strategy emphasises customer, productivity and sustainability. Development in the area of sustainability has been supported with the means of remuneration for a long time already. Since 2020, especially the use of environment-related metrics in different incentive programs has been increased progressively.

The details in table below are presented on an accrual basis.

President and CEO (EUR)1 2023 2022 2021 2020 3 2019
Heikki Vuorenmaa, CEO 28 Nov 2022 onwards2 732,683 47,575
Markku Moilanen, CEO from 1 Apr 2021 to 27 Nov 2022 2,317,317 547,497
Antti Inkilä, Interim CEO from 23 Oct 2020 to 31 Mar 2021 180,280 91,143
Kari Kauniskangas, CEO to 22 Oct 2020 1,655,303 887,225
Board of Directors (EUR) 2023 2022 2021 2020 2 2019
YIT Board of Directors4 651,482 812,064 777,600 751,000 690,300
Employee average remuneration (EUR) 2023 2022 2021 2020 2 2019
YIT Employee5 52,834 55,243 51,986 44,213 46,569

Remuneration details in this table do not include supplementary pension.

1

2 The President and CEO has decided to decrease his salary with an amount equal to 2 weeks pay to contribute to the company's cost reduction and efficiency development efforts.

3 COVID-19 pandemic-related temporary lay-offs and cost saving measures impact the 2020 figures.

4 The Board has decided to decrease their annual fixed fee by 10 % to contribute to the company's cost reduction and efficiency development efforts. 5 Calculated by dividing total salary and rewards costs by the average number of the employees. Pension and other social costs paid by the employer are not included in these figures. Employee average remuneration in 2023 and 2022 reflects continuous operations. The 2019–2021 figures have not been restated.

FINANCIAL KEY METRICS (IFRS)

Revenue (EURm) 2023 2022 2021 2020 1 2019
YIT 2,163 2,403 2,652 3,069 3,392
Operating profit (EURm) 2023 2022 2021 2020 1 2019
YIT 51 102 56 35 80
Order book (EURm)2 2023 2022 2021 2020 1 2019
YIT 3,157 3,702 3,847 3,528 4,131

YIT has restated financial information for the 2021 comparative period reflecting the reporting of sold Russian businesses as discontinued operations. The balance sheet and cash flow statement for the previous comparative periods were not restated.

1Sales of the Pavement business to Peab in 2020 contributes to the decrease in Order book and Revenue numbers and has a one-time positive impact on Operating profit in 2020.

2Comparability is affected by the sale of Russian businesses. The comparative periods' figures before 2021 have not been restated.

REMUNERATION OF THE BOARD OF DIRECTORS

The Annual General Meeting decides on the annual remuneration of the Board of Directors and the Board Committees. Based on the decision of the Annual General Meeting on 16 March 2023, the members of the Board were required to acquire YIT corporation shares from a regulated market (Nasdaq Helsinki Ltd) with an amount equal to 40% of their fixed fee. The shares in question were purchased directly on behalf of the members of the Board within a two-week period following the disclosure of the Q1 2023 quarterly report. In addition to a fixed fee, the Board members were paid based on their positions as the chair or members of the Board committees.

Fixed fees decided by the Annual General Meeting on 16 March 2023

  • Chair of the Board: EUR 105,000
  • Vice chair of the Board and chairs of the committees unless the same person serves as chair or vice chair of the Board: EUR 73,500
  • Members of the Board: EUR 52,500

In addition, EUR 800 per meeting has been paid to members of the Board located in Finland, and EUR 2,000 per meeting to the members of the Board located in Europe outside Finland, also for meetings of the Board and its committees held via electronic remote connections or by telephone. Earlier, until 15 March 2023, if the meeting was held by phone or by other electronic devices and connections, the Board and Committee meeting fee paid was EUR 800 per meeting for both members living in Finland and elsewhere in Europe.In case of remote meetings, EUR 800 has been paid to members of the Board regardless of their place of residence. The same fees have also been paid for the Board committee meetings for the committee members, the chairs of the committees have been paid a fee of EUR 1,600 per meeting.

Travel-related costs in the home country and abroad have been reimbursed, and daily allowances have been paid according to YIT's Travel Policy and rules set by the tax authorities.

The Board has decided to decrease their annual fixed fee by 10% to contribute to the company's cost reduction and efficiency development efforts.

The remuneration paid to the members of the Board of Directors for the calendar year 2023 totals EUR 651,482 (EUR 812,064 in 2022). None of the Board members has an employment relationship or service contract with YIT Group, and they are not covered by YIT Group's short- or long-term incentive plans or pension plans. Board remuneration in total and YIT shares purchased with the set proportion of the fixed fee are disclosed in the tables below.

BOARD OF DIRECTORS' FEES IN TOTAL (EUR)

Committee meeting
Member of the Board Position Fixed Fee Board meeting fees fees Total 2023 Total 2022 Total 2021 Total 2020 Total 2019
Harri-Pekka Kaukonen Chair of the Board 95,105 22,400 14,400 131,905 144,872 143,200 129,200 127,900
Jyri Luomakoski Vice Chair of the Board 66,573 11,200 12,800 90,573 67,236 - - -
Sami Laine Member of the Board 47,552 11,200 10,400 69,152 27,969 - - -
Casimir Lindholm Member of the Board 66,573 11,200 12,800 90,573 68,836 - - -
Keith Silverang Member of the Board 47,552 11,200 4,000 62,752 27,969 - - -
Barbara Topolska Member of the Board 47,552 26,000 16,800 90,352 81,636 108,000 125,000 88,000
Kerttu Tuomas Member of the Board 66,573 10,400 13,600 90,573 91,570 - - -
Previous members of the Board, total 18,000 7,600 25,600 301,977 526,400 496,800 474,400
Total 437,482 121,600 92,400 651,482 812,064 777,600 751,000 690,300

SHARES PURCHASED WITH FIXED FEES (NUMBER OF SHARES)

Member of the Board Position YIT shares
purchased in 2023
YIT shares
purchased in 2022
YIT shares
purchased in 2021
YIT shares
purchased in 2020
YIT shares
purchased in 2019
Harri-Pekka Kaukonen Chair of the Board 16,646 10,735 7,321 7,615 7436
Jyri Luomakoski Vice Chair of the Board 11,652 5,367
Sami Laine Member of the Board 8,323 3,363
Casimir Lindholm Member of the Board 11,652 5,367
Keith Silverang Member of the Board 8,323 3,363
Barbara Topolska Member of the Board 8,323 5,367 3,660 3,807 3,718
Kerttu Tuomas Member of the Board 11,652 7,514
Previous members of the Board, total 20,395 24,890 25,888 25,282
Total 76,571 61,471 35,871 37,310 36,436

REMUNERATION OF THE PRESIDENT AND CEO

The Board of Directors decides on the remuneration, benefits and other terms of the service contract of the YIT's President and CEO. The President and CEO's remuneration consists of a fixed base salary, fringe benefits, an annual short-term incentive plan, a long-term incentive plan and a supplementary pension plan. In addition, the Board has decided of a fixed-term incentive plan related to the Group's strategic transformation program. The same remuneration components also form the total remuneration for the Deputy to the President and CEO.

Heikki Vuorenmaa started as the President and CEO of the YIT Corporation on 28 November 2022. Markku Moilanen served as the President and CEO of the YIT Corporation until 27 November 2022. Since 1 August 2021, the Deputy to the President and CEO has been Antti Inkilä.

According to the Remuneration Policy, the President and CEO is paid for performance, and the variable pay components, i.e. short- and long-term incentives and the fixed-term incentive plan related to the Group's strategic transformation program, therefore form a large part of his remuneration mix.

ANNUAL SHORT-TERM INCENTIVES (ANNUAL STIP)

The President and CEO's short-term incentive earning opportunity in the earning period 2022 was at the target level of 45% and at the maximum level of 90% of the annual fixed base salary (including fringe benefits). Earning opportunities for the other roles for both the 2023 and 2022 earning periods are listed below.

Earning opportunity

2023 2022
Role Target Maximum Target Maximum
President and CEO1 45.0 % 90.0 % 45.0 % 90.0 %
Deputy to President and CEO2 25.0 % 50.0 % 25.0 % 50.0 %
Former President and CEO3 45.0 % 90.0 %

1Heikki Vuorenmaa was ineligible for Annual STIP from the 2022 earning period. 2Antti Inkilä, the Deputy to the President and CEO since 1 August 2021. 3 Markku Moilanen,YIT President and CEO 1 April 2021 – 27 November 2022.

CEO Annual STIP metrics and results 2023

KPI Weight Performance
Adjusted Operating Profit 40.0 % 0.0 %
Operative Cash Flow 40.0 % 0.0 %
Customer satisfaction 10.0 % 58.3 %
Work Safety 10.0 % 69.0 %
Group's Adjusted Operating Profit as on/off trigger Off
Total 100 %

CEO Annual STIP metrics and results 2022

KPI Weight Performance
Adjusted Operating Profit 70.0 % 75.1 %
Operative Cash Flow 20.0 % 81.2 %
Customer satisfaction 5.0 % 38.5 %
Work Safety 5.0 % 0.0 %
Group's Adjusted Operating Profit as on/off trigger On
Total 100 % 70.8 %

Paid and to-be-paid Annual STIP payments

Role To-be-paid in 2024 Paid in 2023
President and CEO1 0 0
Deputy to President and CEO2 0 96,550
Former President and CEO3 0 434,040

1Heikki Vuorenmaa was not eligible for Annual STIP from 2022 earning period. 2Antti Inkilä, the Deputy to the President and CEO since 1 August 2021. 3 Markku Moilanen,YIT President and CEO 1 April 2021 – 27 November 2022.

CEO REMUNERATION MIX (TARGET, EURm1 )

At the target level, the total rewards of the President and CEO add up to EUR 1.19 million, of which fixed pay constitutes 48.4%, and variable pay 51.6%.

Long-term incentive 23.4%

CEO REMUNERATION MIX (MAX, EURm1 )

At the maximum level, the total rewards of the President and CEO add up to EUR 1.81 million, of which fixed pay constitutes 31.9%, and variable pay 68.1%.

1Long-term incentive earning opportunity at the target and the maximum level is calculated with a rate of € 2.00/YIT share.

INCENTIVE PLAN RELATED TO STRATEGIC TRANSFORMATION PROGRAM

The Board of Directors decided on 9 February 2023 on a fixed-term incentive plan related to the strategic transformation program for the key personnel for 2023 and 2024. The purpose of the plan is to accelerate the progress with the goals set for the strategic transformation program, making the company's operations more efficient, improving competitiveness, strengthening YIT as a company and ultimately improving the products and services offered to our customers. The earning opportunities and earned payments are presented in the tables below.

2023
Name Role Target Maximum Result Payment
Heikki Vuorenmaa President and CEO 28 Nov 2022 onwards 25.0% 50.0% 50.0% 251,202
Antti Inkilä Deputy to President and CEO 1 Aug 2021 onwards 10.0% 20.0% 20.0% 109,728
2024
Name Role Target Maximum Result Payment
Heikki Vuorenmaa President and CEO 28 Nov 2022 onwards 25.0% 50.0%
Antti Inkilä Deputy to President and CEO 1 Aug 2021 onwards 15.0% 30.0%

LONG-TERM INCENTIVES

YIT has long-term incentive plan (abbreviated LTIP) in use to drive strategic transformation and long-term financial performance and to retain key persons.

In 2019, The Board of Directors decided to establish a Performance Share Plan type of LTIP with three-year earning periods, of which the second runs from 1 January 2021 to 31 December 2023, the third from 1 January 2022 to 31 December 2024, and the fourth from 1 January 2023 to 31 December 2025. The share reward from the 2020-2022 earning period was paid in 2023. The potential share rewards from the 2021–2023 earning period will be made in 2024, from the 2022–2024 earning period in 2025, and from the 2023–2025 earning period in 2026.

The Deputy to President and CEO Antti Inkilä received a share payment of 3,040 gross shares on 5 May 2023 based on the 2020–2022 earning period's performance metrics ROCE, Absolute TSR and NPS. He has earned a reward of 12.800 gross shares based on the 2021–2023 earning period's performance metrics ROCE, Absolute TSR and Emissions reduction index. This reward is due for payment in May 2024.

Long-term incentive plans

Long-term incentive plan metrics and results

Plan and earning period KPI Weight Performance
Absolute TSR 90.0% Results can be assessed and disclosed
YIT LTIP 2023–2025 Sustainability (Environment) after the earning period end.
Absolute TSR 90.0% Results can be assessed and disclosed
YIT LTIP 2022–2024 Sustainability (Environment) 10.0% after the earning period end.
YIT LTIP 2021–2023 ROCE 45.0%
Absolute TSR 45.0% 10.0%
Sustainability (Environment)
10.0%
ROCE 70.0%
YIT LTIP 2020–2022 Absolute TSR 20.0% 6.1%
NPS 10.0%

PRESIDENT AND CEO'S SUPPLEMENTARY PENSION

The President and CEO of YIT has a supplementary defined contribution pension scheme. The same pension scheme also applies to the Deputy to the President and CEO. The annual contribution of the plan was 20% of the fixed base salary in 2019–2023.

The contributions made to the supplementary pension scheme are disclosed in the table below.

Pension contributions (EUR) 2023 2022 2021 2020 2019
Heikki Vuorenmaa President and CEO 28 Nov 2022 onwards 100,481 8,373
Markku Moilanen President and CEO 1 Apr 2021 to 27 Nov 2022 61,806 135,973 109,499
Antti Inkilä Interim President and CEO 23 Oct 2020 to 31 Mar 2021 24,000 11,535
Kari Kauniskangas President and CEO to 22 Oct 2020 98,598 112,116
Antti Inkilä Deputy to President and CEO 1 Aug 2021 onwards 73,376 73,376 40,000
Ilkka Salonen Deputy to President and CEO to 31 Jul 2021 37,243 63,845 60,245

TERMINATION COMPENSATION

The former YIT President and CEO Markku Moilanen is paid the following final salary and severance payments according to his service contract. The payable sums were confirmed in 2022 in connection with the termination of the contract.The payment of the notice pay started on 1 December 2022 and ended on 31 May 2023. The other elements of final salary and severance payments are made during 2022–2024. The total payable amounts are disclosed in the table below.

Remuneration element EUR, thousands
Salary from notice period (6 months)1 436.0
Unused holiday
12-month severance payment 742.0
Annual STIP 2022 434.0
Long-term incentive plan 2021–2023 & 2022–2024
Total 1,612.0
1
Includes supplementary pension

The former CFO and Deputy to President and CEO Ilkka Salonen was paid the following final salary and severance payments according to his service contract. The payable sums were confirmed in 2022 in connection with the termination of the contract. The payment of the notice pay ended on 30 September 2022. The other elements of final salary and severance payments were made during 2022 and 2023. The total paid amounts are disclosed in the table below.

Remuneration element EUR, thousands
Salary from notice period (6 months) 159.6
Unused holiday and holiday bonus pay
6-month severance payment 159.6
Annual STIP 2021 27.3
Long-term incentive plan 2019 101.6
Total 448.1

SUMMARY OF AGGREGATED REMUNERATION

Details in the table below are presented on a payment basis

2023 2022 2021 2020 2019
Name Position Annual
salary
Benefits Severance Short-term
incentives1
Long
term
incentives
Suppl.
pension
Total Annual
salary
Benefits Severance Short
term
incentives
Long
term
incentives
Suppl.
pension
Total Total Total Total
Heikki Vuorenmaa2 CEO 28 Nov 2022 onwards 481,241 240 100,481 581,961 47,553 22 8,373 55,948
Markku Moilanen3 CEO 1 Apr 2021 to 27 Nov 2022 803,892 434,040 0 61,806 1,299,738 663,051 18,583 60,321 89,898 135,973 967,826 656,996
Antti Inkilä Interim CEO 23 Oct 2020 to 31 Mar 2021 207,911 102,678
Kari Kauniskangas CEO to 22 Oct 2020 1,901,595 999,341
Antti Inkilä Deputy to CEO 1 Aug 2021 onwards 349,324 20,809 96,550 7,478 73,376 547,538 368,314 16,126 77,000 112,039 73,376 646,856 197,419
Ilkka Salonen Deputy to CEO to 31 Jul 2021 244,291 486,761 565,953

1 Based on the incentive plan related to the strategic transformation program payments will be made in April 2024, EUR 251 202 for the President and CEO and EUR 109 728 for the Deputy to the President and CEO. No payments are made from the short-term incentive plan for the President and CEO or for the Deputy to the President and CEO based on the 2023 performance.

2 The President and CEO and the Deputy to the President and CEO have decided to decrease their salaries with an amount equal to 2 weeks pay to contribute to the company's cost reduction and efficiency development efforts.

3 The payments made to former President and CEO Markku Moilanen after the termination of his contract are reported in this table under 2022, 2023 and 2024. In YIT Remuneration Report 2022, this entire amount was reported in the column 'Severance'.

YIT expects its President and CEO to hold ownership in the company. The long-term incentive program aligns business strategy with the interests of the company owners and the interests of the President and CEO. The following table discloses the number of YIT shares earned from the long-term incentive program by the President and CEO, and the Deputy to the President and CEO, and the earning opportunities they have from the ongoing long-term incentive programs.

Name Position Number of YIT shares earned but not
yet transferred1
Performance share earning
opportunity2
Heikki Vuorenmaa CEO 28 Nov 2022 onwards 140,000
Antti Inkilä Deputy to CEO 1 Aug 2021 onwards 12,800 84,000

1 Earnings from YIT LTIP 2021–2023 earning period are due in 2024. These are gross amounts before any taxes and other payments

2 YIT LTIP 2022–2024 and 2023–2025 target earning opportunity disclosed. The maximum earning opportunity related to these earning periods is three times the target including a boost factor. These are gross amounts before any taxes and other payments.

YIT is a leading construction and development company. Building on over 110 years of experience, we develop and build sustainable living environments: functional homes, futureproof public and commercial buildings, and infrastructure to support the green transition. We employ approximately 4,300 professionals. Our revenue in 2023 was EUR 2.2 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]

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