Shareholders´ Nomination Board

Proposals of the Shareholders’ Nomination Board to the Annual General Meeting

The Shareholders’ Nomination Board of YIT Corporation presents the following proposals to the Annual General Meeting of YIT Corporation, which meets on April 3, 2025:

Number of members of the Board of Directors

The Nomination Board proposes that a Chairperson, a Vice chairperson and four (4) ordinary members be elected to the Board of Directors.

Fees of the Chairperson, Vice Chairperson and members of the Board of Directors

The Nomination Board proposes that the fees of the members of the Board of Directors remain the same as previous year.

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:

Chairperson of the Board: EUR 105,000,
Vice Chairperson of the Board and Chairpersons of the permanent Committees: EUR 73,500, unless the same person is Chairperson of the Board or Vice Chairperson of the Board and
Members: EUR 52,500.

In addition, the Shareholders’ Nomination Board proposes that the annual remuneration for the members of the Board of Directors shall be paid in Company shares so that 40% of the annual fee is paid in YIT Corporation shares to be purchased on the Board members’ behalf from the market at a price determined in public trading from a regulated market (Nasdaq Helsinki Ltd). The shares will be purchased within two weeks of the publication of the Interim Report for the period January 1, 2025 – March 31, 2025, or as soon as possible in accordance with applicable legislation. The Company will pay any costs related to the purchase of Company shares.

It is recommended by the Nomination Board that members of the Board of Directors do not transfer the shares awarded to them as a fixed annual fee until their term on the Board expires.

The Nomination Board views that long-term oriented and increasing share ownership by the members of the Board of Directors benefits all shareholders.

It was further decided to propose to the Annual General Meeting that in addition to the fixed annual fee, the members of the Board and its permanently 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 also proposed that the chairperson of the Board and the chairpersons of the permanent and temporarily appointed committees are 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 YIT Corporation’s and tax authorities travelling compensation regulations.

In addition, it is also proposed to the general meeting that the members of the Shareholders’ Nomination Board, including the expert member, be paid as previous year a meeting fee of EUR 800 per a Board meeting and the Chairperson be paid EUR 1,600 per a Board meeting.

Proposal for Chairperson, Vice Chairperson and members of the Board of Directors

The Nomination Board proposes to the Annual General Meeting that Jyri Luomakoski will be re-elected as Chairperson, Casimir Lindholm re-elected as Vice Chairperson and Anders Dahlblom, Sami Laine, Kerttu Tuomas and Leena Vainiomäki will be re-elected for a term ending at the close of the next Annual General Meeting following their election.

With regard to the selection procedure for the members of the Board of Directors, the Nomination Board recommends that shareholders take a position on the proposal as a whole at the Annual General Meeting. In preparing its proposals the Nomination Board, in addition to ensuring that 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 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 or its major shareholders, except Anders Dahlblom who is dependent of major shareholder.

CV information of proposed persons

The Board of Directors of YIT Corporation includes these proposals in the notice of the Annual General Meeting of 2025.

Composition of the Nomination Board

YIT Corporation’s three largest shareholders according to Euroclear’s shareholder register on 30 August 2024 and according to the principles of the standing order have had the right to nominate representatives to the Nomination Board. According to the mentioned standing order, a shareholder group can agree on appointing a joint representative to the Nomination Board. The following shareholders have agreed on appointing a joint representative: PNT Group Oy, Noora Pentti, Fideles Oy, Kristian Pentti, Kristina Pentti-von Walzel, Eva Pentti-Kortman and Heikki Pentti Estate.

YIT’s three largest shareholders, that are entitled to nominate a representative to YIT Corporation’s shareholders’ nomination board, are Tercero Invest AB, the above-mentioned shareholder group and Varma Mutual Pension Insurance Company. The following persons have been nominated as their representatives to YIT’s Nomination Board:

Alexander Ehrnrooth, CEO, Tercero Invest AB (19.00% of shares and votes).
Kristina Pentti-von Walzel, CEO Laponie Oy, the shareholder group PNT Group Oy, Noora Pentti, Fideles Oy, Kristian Pentti, Kristina Pentti-von Walzel, Eva Pentti-Kortman and Heikki Pentti Estate (16.97% of shares and votes),
Risto Murto, President and CEO, Varma Mutual Pension Insurance Company (5.69% of shares and votes).

Alexander Ehrnrooth was elected the Chairperson of the Nomination Board. Jyri Luomakoski, the Chairman of YIT Corporation’s Board of Directors, participates in the Nomination Board’s work as an expert member.

The Nomination Board prepares the proposals concerning Board members and Board compensation for the following General Meeting.

Purpose of the Nomination Board

The Annual General Meeting of YIT Corporation decided on 15.3.2016 to establish a Shareholders’ Nomination Board, to prepare proposals on the election and remuneration of the members of the Board of Directors for the Annual General Meeting.

The Shareholders’ Nomination Board of YIT Corporation is a body comprised of the company’s shareholders or their representatives, the duty of which is to prepare proposals on the election and remuneration of the members of the Board of Directors for the Annual General Meeting and, where necessary, for the Extraordinary General Meeting. 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.