Notice convening YIT Corporation’s Extraordinary General Meeting

Notice convening YIT Corporation’s Extraordinary General Meeting

The shareholders of YIT Corporation are invited to attend the Extraordinary General Meeting to be held on Thursday, October 6, 2022, starting at 2:30 p.m. (Finnish time GMT+3) in Messukeskus Siipi, located at the address Rautatieläisenkatu 3, 00520 Helsinki.

Check-in for those who have registered for the meeting and the distribution of ballots will start at the venue at 2:00 p.m.

There will be no catering at the meeting.

A. Matters to be considered at the Extraordinary General Meeting

1. Opening of the meeting

2. Election of the chair and calling the secretary for the meeting

3. Election of the persons to scrutinize the minutes and to supervise the counting of votes

4. Adoption of the list of votes

5. Recording the legality of the meeting

6. Amending of the Articles of Association

The Shareholders’ Nomination Board has proposed that two new members be elected to the Board of Directors and that, as a result, the Board of Directors of the Company consist of the Chairman, the Vice Chairman and eight (8) ordinary members. According to the Articles of Association in force, the Board of Directors consists of a Chairman, a Vice Chairman and a minimum of three (3) and maximum of seven (7) ordinary members. To allow for the composition of the Board of Directors proposed by the Shareholders’ Nomination Board, the Board of Directors proposes that the Extraordinary General Meeting resolve on amending Article 4 of the Company’s Articles of Association to increase the maximum number of Board members by one. In its amended form, said provision of the Articles of Association would read as follows:

4 §

For the proper administration and organization of the Company’s affairs, the Company shall have a Board of Directors consisting of a Chairman and Vice Chairman appointed by the general meeting of shareholders as well as a minimum of three (3) and maximum of eight (8) members.

Should the membership of the Chairman or Vice Chairman expire during the term of office, the Board of Directors may elect a new Chairman or Vice Chairman from among its members.

The term of each member of the Board of Directors shall begin at the general meeting of shareholders at which he or she is elected and expire at the end of the next Annual General Meeting of Shareholders following election.

Furthermore, the Board of Directors proposes that Article 8 of the Articles of Association be amended to enable holding a general meeting in Espoo or Vantaa in addition to the Company’s registered office or completely without a meeting venue as a so-called remote meeting. In its amended form, said provision of the Articles of Association would read as follows:

8 §

The Annual General Meeting of Shareholders shall be held annually by the end of June.

The notice of the meeting of shareholders shall be published on the Company’s website.

To be able to attend the general meeting of shareholders, each shareholder shall notify the Company thereof by the date indicated in the notice of the meeting which date may be no earlier than ten days before the meeting.

The general meeting shall be held at the venue determined by the Board of Directors of the Company. The venue may be in the Company’s registered office, Espoo or Vantaa. The Board of Directors may also resolve on organizing a general meeting without a meeting venue whereby the shareholders shall exercise their power of decision in full in real time during the meeting by the use of telecommunication connections and technical means.

It is proposed that the Articles of Association remain unchanged in other respects.

7. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Board has evaluated the composition of the Board of Directors from the perspective of, inter alia, achieving the strategic goals of the Company and concluded that it would be possible to advance achieving these goals by further strengthening the existing competence of Board of Directors with new capabilities.

The Shareholders’ Nomination Board proposes that two new members be elected to the Board of Directors and that, as a result, the Board of Directors of the Company consist of a Chairman, a Vice Chairman and eight (8) ordinary members. The Nomination Board proposes that, in the manner described in section 8 below, the election of the second new Board member be conditional upon the Extraordinary General Meeting resolving to approve the amendment to Article 4 of the Articles of Association proposed above in section 6 and registering the amendment with the Trade Register.

8. Election of the new members and decision on their remuneration

The Shareholders’ Nomination Board proposes that Sami Laine and Keith Silverang will be elected as new Board members for a term ending at the close of the next Annual General Meeting. It is further proposed that the election of Sami Laine is conditional upon the Extraordinary General Meeting resolving to approve the amendment to Article 4 of the Articles of Association proposed above in section 6 and registering the amendment with the Trade Register.

Both candidates have consented to being elected. Both candidates are introduced on the Company’s website at www.yitgroup.com/egm2022.

Chairman Harri-Pekka Kaukonen, Vice Chairman Eero Heliövaara and members Frank Hyldmar, Olli-Petteri Lehtinen, Barbara Topolska, Casimir Lindholm, Jyri Luomakoski and Kerttu Tuomas continue in the Board of Directors.

The Annual General Meeting has on March 17, 2022, resolved on the remuneration of the members of the Board of Directors. The Shareholder’s Nomination Board proposes that the remuneration payable to the new members shall correspond to the remuneration as resolved on by the Annual General Meeting in proportion to the length of their term. To the extent that remuneration is paid in YIT Corporation shares, the shares shall be purchased within two weeks of the publication of the interim report for the period January 1 – September 30, 2022.

9. Closing of the meeting 

B. Documents of the General Meeting

This notice of meeting will be available for inspection by shareholders as of September 15, 2022, on the Company’s website at www.yitgroup.com/egm2022.

The minutes of the Extraordinary General Meeting will be available on the Company’s website at www.yitgroup.com/egm2022 by October 20, 2022.

C. Instructions for those participating in the General Meeting

1. Right to participate

In order to have the right to participate in the General Meeting, a shareholder must be registered in the Company’s shareholders’ register, which is maintained by Euroclear Finland Oy, no later than on the record date of the General Meeting on September 26, 2022. A shareholder whose shares are registered in their personal Finnish book-entry account is registered in the Company’s shareholders’ register.

Changes in shareholding occurring after the record date of the General Meeting shall not affect the right to attend the meeting or the voting rights of the shareholder.

2. Registration

A shareholder whose shares are registered in their personal Finnish book-entry account and who wishes to participate in the meeting must register for the meeting between 10:00 a.m. Finnish time on September 19, 2022 and 10:00 a.m. Finnish time on October 3, 2022 using one of the following methods:

a) Online through YIT Corporation’s website at www.yitgroup.com/egm2022. Shareholders who are natural persons must sign in to 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 in to the online registration service using strong electronic authentication with a Finnish bank ID or a Finnish mobile certificate.

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 their 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 General Meeting and the processing of related necessary registrations.

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.

3. Advance voting

Shareholders with a Finnish book-entry account can vote in advance on certain matters on the agenda through the Company’s website at www.yitgroup.com/egm2022 between 10:00 a.m. Finnish time on September 19, 2022 and 10:00 a.m. Finnish time on October 3, 2022. Shareholders can sign in to the service the same way as to the online registration service referred to above in section C. 2. a) of these instructions.

Proposed resolutions 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 vote held at the meeting venue also in circumstances where an alternative resolution has been proposed concerning the matter. Taking the votes into account requires that 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. Unless shareholders voting in advance are present at the General Meeting in person or by way of proxy representation, they will not be able to use their rights under the Limited Liability Companies Act to request information or a vote.

The instructions for advance voting are available on the Company’s website at www.yitgroup.com/egm2022.

4. Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in the Extraordinary 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 on September 26, 2022. 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 these shares on October 3, 2022 at 10:00 a.m. at the latest. This is considered registration for the General Meeting as regards nominee registered shares. Changes in shareholding occurring 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 from their custodian bank the necessary instructions regarding registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the General Meeting well in advance. The account operator of the custodian bank must register a holder of nominee registered shares who wishes to participate in the Extraordinary General Meeting into the temporary shareholders’ register of the Company at the latest by the time stated above.

5. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise their 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 their right to represent the shareholder. When 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. A proxy template is available on the Company’s website at www.yitgroup.com/egm2022.

Any proxy documents should be announced in connection with registration, and the original proxy documents should be delivered by post to YIT Corporation, General Meeting, P.O. Box 36, 00621 Helsinki, prior to the end of the registration period. Alternatively, a copy of the proxy document can be delivered by email to agm@yit.fi, in addition to which the original proxy document must be presented at the meeting venue.

A shareholder may also authorize a proxy representative in the online registration service referred to in section C. 2. a) of these instructions if they so wish.

6. Other information

Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a shareholder participating in 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 General Meeting, the total number of shares and votes in YIT Corporation is 211,099,853. The Company holds a total of 1,588,707 treasury shares on the date of this notice. According to the Limited Liability Companies Act, shares held by the Company itself or its subsidiaries do not carry a right to participate in the General Meeting.

Helsinki, September 15, 2022

YIT Corporation

Board of Directors

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

YIT is the largest Finnish and a significant North European development and construction company. For 110 years, we have been creating better living environments for our customers: functional homes for sustainable living, future-proof public and commercial buildings and infrastructure for smoother flow of people, businesses and society. We employ 5,500 professionals in nine countries: Finland, Sweden, Norway, Estonia, Latvia, Lithuania, the Czech Republic, Slovakia and Poland. Our revenue in 2021 was EUR 2.7 billion. YIT Corporation's share is listed on Nasdaq Helsinki Oy. www.yitgroup.com