INVITATION TO YIT CORPORATION?S ANNUAL GENERAL MEETING

 INVITATION TO YIT CORPORATION’S ANNUAL GENERAL MEETING

The shareholders of YIT Corporation are invited to attend the Annual General Meeting to be held on Monday, March 13, 2006, starting at 15:00 in the Helsinki Hall of the Finlandia Hall, Mannerheimintie 13 E, Helsinki (entrance through doors M3 and K3).

Matters to be considered at the meeting

1. The matters specified as being the business of Annual General Meetings in Article 9 of the Articles of Association.

1.1. Dividend payout The Board of Directors will propose to the Annual General Meeting that it decide on the payment of a dividend of EUR 1.10 per share.
The right to a dividend rests with a shareholder who by the record date of March 16, 2006, has been entered as a shareholder in the company’s shareholder register that is kept by Finnish Central Securities Depository Ltd. The Board of Directors proposes that the dividend be paid on March 23, 2006.

1.2. Composition of the Board of Directors and the selection of the auditor It has been brought to the company’s attention that shareholders representing more than 25% of the company’s shares and votes will propose to the Annual General Meeting that the number of Board members be set at five and that Eino Halonen, Reino Hanhinen, Antti Herlin and Teuvo Salminen be re-elected as Board members and that Sari Baldauf be elected as a new member. These same parties will also propose that PricewaterhouseCoopers Oy, Authorized Public Accountants, be elected as the company’s auditor. The nominees have given their assent to being elected.

2. Amendment of Articles 1, 2, 3, 4 and 9 of the Articles of Association.

Main content of the proposed amendment:

Article 1 of the Articles of Association: it is proposed that the article be amended such that the company’s Finnish business name and Swedish parallel business name be changed to YIT Oyj and YIT Abp, respectively.

Article 2 of the Articles of Association: it is proposed that the article be amended such that “network services” be added to the company’s field of activity.

Article 3 of the Articles of Association: it is proposed that the article be amended such that the nominal value of the share be changed from one euro to EUR 0.50. If approved, the amendment will mean that each share with a nominal value of one euro will be converted into two shares with a nominal value of EUR 0.50 each, that is, the company’s number of shares will double in proportion to the holdings of shareholders. The share capital will not be increased. The change in the number of shares due to the change in the nominal value will be carried out in the book-entry system and shareholders are not required to take action.

Article 4 of the Articles of Association: it is proposed that the article be amended such that the Annual General Meeting shall elect the chairman and vice chairman of the Board of Directors and a minimum of three (3) and a maximum of five (5) Board members. A person who has reached the age of 68 years shall not be elected as a member of the Board of Directors. According to the current Articles of Association, the General Meeting shall elect a minimum of five (5) and a maximum of seven (7) Board members and the Board of Directors shall elect a chairman and vice chairman from amongst its number. A person who has reached the age of 67 years shall not be elected as a member of the Board of Directors.

Article 9 of the Articles of Association: it is proposed that the article be amended such that the chairman, vice chairman and members of the Board of Directors shall be elected at the Annual General Meeting.

3. Amending the terms and conditions of the 2002 and 2004 share options

3.1. It will be proposed that the terms and conditions of the 2002 share options (C and D) be amended, provided that the Annual General Meeting resolves to amend the Articles of Association in the manner proposed by the Board of Directors. In accordance with the valid terms of the share option programme, if the nominal value of the share is changed before the end of the subscription period such that the share capital remains unchanged, the subscription terms shall be amended such that the total nominal value of the subscribed shares and total subscription price will remain unchanged.

It will be proposed that the change be carried out such that each Series C and D share option entitles its bearer to subscribe for four YIT Corporation shares having a nominal value of EUR 0.50 each. The company’s share capital may be raised by a maximum amount of EUR 2,800,000 on the basis of the share subscriptions.
Under the presently valid terms, each Series C and D share option entitles its bearer to subscribe for two YIT Corporation shares having a nominal value of one euro. A maximum total of 2,800,000 shares can be subscribed for and the company’s share capital may be raised by a maximum amount of EUR 2,800,000.

It will be proposed that the subscription price of the shares with the Series C options be changed to EUR 3.2725 per share, which is half of the present subscription price, EUR 6.545. In the case of the Series D options, it will be proposed that the subscription price be changed to EUR 2.9225 per share, which is half of the present subscription price, EUR 5.845.

3.2. It will be proposed that the terms and conditions of the 2004 share options (E and F) be amended, provided that the Annual General Meeting resolves to amend the Articles of Association in the manner proposed by the Board of Directors. It will be proposed that the change be carried out such that each Series E and F share option entitles its bearer to subscribe for two shares having a nominal value of EUR 0.50 each. A maximum total of 1,200,000 shares can be subscribed for and the company’s share capital may be raised by a maximum amount of EUR 600,000. Under the presently valid terms, each Series E and F share option entitles its bearer to subscribe for one share having a nominal value of one euro. A maximum total of 600,000 shares can be subscribed for and the company’s share capital may be raised by a maximum amount of EUR 600,000.

It will be proposed that the place of share subscription with the 2004 Series E and F share options be changed from YIT Corporation’s head office to Nordea Bank Finland plc’s investment advisory branches, as was previously decided in the case of the 2002 Series C and D share options.

It will be proposed that the subscription price of the shares be changed to EUR 7.70 per share, which is half of the amount specified in the presently valid terms, EUR 15.40. Furthermore, it will be proposed that the effect of dividends on the subscription price be amended as follows: In the case of the Series E options, the share subscription price will be lowered by half the amount of dividends per share decided by the Annual General Meetings of 2005 and 2006, and in the case of the Series F options, by half the amount of dividends per share decided by the Annual General Meetings of 2005 and 2006 and the dividends per share decided on by the Annual General Meeting of 2007. The Board of Directors will confirm the share subscription price before the subscription periods begin.

4. Board of Directors’ proposal to grant new share options

It will be proposed that the share options be offered without consideration, waiving shareholders’ pre-emptive subscription rights. The waiving of shareholders’ pre-emptive subscription rights is being proposed because the share options are intended to be part of the YIT Group’s incentive and commitment scheme and thus there is a weighty financial reason to do so.

It will be proposed that a maximum of 300,000 Series K, 900,000 Series L, 900,000 Series M and 900,000 Series N share options be granted for subscription. It is intended that all share options be granted for subscription to YIT Construction Ltd (a fully owned subsidiary) by May 31, 2006. The options subscribed for by YIT Construction Ltd will be distributed in 2006 (K), 2007 (L), 2008 (M) and 2009 (N), on the basis of the decision by the Board of Directors of YIT Corporation, to those who are either in the employ of or will be hired into the employ of the YIT Group companies, the president and CEO of YIT Corporation, the deputy to the president, and other members of the Group’s management and its key employees. YIT Corporation’s Board of Directors will decide the amount of share options that will be granted to individual persons. The Series L, M and N share options from 2006 will be distributed on the basis of the profitability and growth indicated in the results for 2006, 2007 and 2008 in the manner specified in greater detail in the terms and conditions.

Each share option entitles its holder to subscribe for one share having a nominal value of EUR 0.50. As a result of the subscriptions, YIT Corporation’s share capital can increase by a maximum of EUR 1,500,000, that is, a maximum of 3,000,000 shares can be subscribed for. Shares can be subscribed for in the period from April 1 – November 30, 2007 (K and L), April 1 – November 30, 2008 (K, L and M), April 1 – November 30, 2009 (M and N) as well as April 1 – November 30, 2010 (N).

The share subscription price will be based on the stock exchange price of the company’s share and it is the average price of the trades in the company’s share concluded on the Helsinki Stock Exchange in December 2005 and in January and February 2006 plus 10% and divided by two. The subscription price will be lowered by the amount of dividends per share decided on by the Annual General Meetings of 2007, 2008 and 2009: in the case of the Series K and L share options, in 2007, in the case of Series M share options, in 2007 and 2008, and in the case of the Series N share options, in 2007, 2008 and 2009. The company’s Board of Directors will confirm the share subscription prices before the subscription periods begin.

If the Annual General Meeting does not amend the Articles of Association in the manner proposed by the Board of Directors, it will be proposed that the decision on the share option programme be made such that the company’s business name be left in its current form in the terms and conditions of the options and that the numbers of options and the shares that can be subscribed for with them which are presented above be halved, with the nominal value of the share being one euro and the subscription price of the share being double the amount stated above.

Annual General Meeting documents

Copies of the documents relating to the 2005 financial statements and the Board of Directors’ proposals will be available for inspection by shareholders for a week before the meeting at the company’s head office, address Panuntie 11, Helsinki, Finland.
Copies of the documents will be sent to shareholders on request.

Financial statement information and the proposals of the Board of Directors can also be read on the Internet at YIT Corporation’s site, www.yit.fi. Printed copies of the company’s Annual Report for 2005 will be mailed to shareholders before the Annual General Meeting. The Annual Report will also be available on the site as from week 9/2006.

Participation rights and notification

In order to have the right to participate in the Annual General Meeting, the shareholder must be registered in the company’s shareholder register, which is maintained by Finnish Central Securities Depository Ltd, by no later than March 3, 2006. In addition, the shareholder must notify the company of his intention to participate no later than March 9, 2006, either by telephoning Liisa Nordberg at +358 20 433 2257 or Pirkko Pesonen at +358 20 433 2453 during office hours, 8:00-16:00 from Monday to Friday, or by sending a fax to +358 20 433 2077. One may also notify the company by emailing liisa.nordberg@yit.fi or pirkko.pesonen@yit.fi, or by writing to YIT Corporation, Marja Salo, P.O. Box 36, FI-00621 Helsinki, Finland. It is requested that the company be notified of any proxies at that time and that any proxies be sent to the above address before the expiry of the registration period.

Helsinki, February 9, 2006

YIT Corporation Board of Directors

 YIT CORPORATION



Veikko Myllyperkiö Vice President, Corporate Communications

 Distribution: Helsinki Stock Exchange, principal media, www.yit.fi