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

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. Essential information regarding the proposed persons will be published on the YIT website at https://www.yitgroup.com/nominationboard.

Shareholders’ Nomination Board

YIT Corporation’s Annual General Meeting held on March 15, 2016, decided to set up a Shareholders’ Nomination Board, to prepare proposals to the Annual General Meeting on the election and remuneration of the members of the Board of Directors.

YIT’s three largest shareholders according to Euroclear’s shareholder register on August 30, 2024 and according to the standing order were Tercero Invest AB, shareholder group (PNT Group Oy, Noora Pentti, Fideles Oy, Kristian Pentti, Kristina Pentti-von Walzel, Eva Pentti-Kortman and Heikki Pentti Estate), 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)

As the Nomination Board’s Chairperson acts CEO Alexander Ehrnrooth. The Chairperson of YIT Corporation’s Board of Directors, Jyri Luomakoski, 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 Annual General Meeting.

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

For further information:
Alexander Ehrnrooth, Chairperson of the Nomination Board, tel. +358 9 6122 340
Juha Jauhiainen, Corporate General Counsel, YIT Corporation, tel. +358 40 725 9643

YIT Corporation

Tuomas Mäkipeska
CFO

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

YIT is a leading construction and development company. Building on over 110 years of experience, we develop and build sustainable living environments: functional homes, future-proof public and commercial buildings, and infrastructure to support the green transition. We employ approximately 4,300 professionals in eight countries. Our revenue in 2023 was EUR 2.2 billion. YIT Corporation's shares are listed on Nasdaq Helsinki.

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