YIT?S 2002 SERIES C SHARE OPTIONS ARE QU

YIT’S 2002 SERIES C SHARE OPTIONS ARE QUOTED ON THE MAIN LIST OF HELSINKI EXCHANGES

The Series C share options that YIT Corporation issued in 2002 will be made available for trading on the Main List of Helsinki Exchanges as from April 1, 2004. A total of 450,000 Series C share options have been issued.

Each Series C share option entitles its holder to subscribe for two (2) YIT Corporation shares having a nominal value of one (1) euro (YTY1V), commencing on April 1, 2004. All in all, a maximum of 900,000 shares can be subscribed for with the Series C share options. Accordingly, the share capital can be increased by a maximum of EUR 900,000. The subscription price is EUR 6.545/share.

The subscription period is stepwise as follows:

April 1 - November 30, 2004 April 1 - November 30, 2005 April 1 - November 30, 2006

Subscriptions will be accepted at Nordea Bank Finland plc’s investment advisory branches.

Basic information on YIT Corporation’s 2002 Series C share option:

Trading code: YTY1VEW102 ISIN code: FI0009606123 Lot size: 10 Exchange ratio: 1 (YTY1VEW102): 2 (YTY1V)

In 2004, it is intended that the increases in the share capital on the basis of the subscriptions will be carried out as follows:

Share subscription    Entry into the Trade   New shares listed deadline              Register April 28              May 6                  May 7 June 17               June 28                June 29 August 13             August 23              August 24 November 30           December 9             December 10

The shares entitle their holder to a dividend as from the date of subscription. Other rights will vest when the share capital increase has been entered in the Trade Register.

YIT Corporation



Veikko Myllyperkiö Vice President, Corporate Communications

For additional information, contact: Jaakko Mäkynen, Vice President, Finance, tel. +358 20 433 2307, jaakko.makynen@yit.fi Marja Salo, Director of Administration, tel. +358 20 433 2470, marja.salo@yit.fi

 DISTRIBUTION: Helsinki Exchanges, principal media, www.yit.fi

ANNEX: THE TERMS AND CONDITIONS OF THE SHARE OPTIONS 2002

(The Annual General Meeting on March 7, 2002 accepted the terms and conditions of the share option programme. The Annual General Meeting on March 18, 2004 decided that the nominal value of YIT Corporation’s share will be changed from two euros to one euro.
The share subscription terms and conditions in the option programme were amended correspondingly. The amendments have been taken into account in the points 1, 2 and 3 of the share subscription terms and conditions below.)

I  TERMS OF SUBSCRIPTION FOR SERIES C AND D SHARE OPTIONS

1.       Number of share options

The maximum number of share options to be granted without consideration is as follows:

C        450,000 D        950,000

The options entitle their holders to subscribe for a total maximum of 1,400,000 YIT Corporation shares.

2. Share option subscription rights    In disapplication of shareholders’ pre-emptive right to subscribe for shares, the right to subscribe for the share options will be granted to YIT Corporation’s currently employed president and the president’s deputy, other management and key employees of YIT Corporation or its subsidiaries as named by the company’s Board of Directors as well as to YIT Corporation’s wholly-owned subsidiary YIT Construction Ltd (YIT Rakennus Oy). YIT Corporation’s Board of Directors will decide how many share options each entitled management and key employee may subscribe for or how many options are to be distributed to them from the share options subscribed for by YIT Construction Ltd after the criteria defined hereinafter have been fulfilled (Series D options).

Series C share options will be offered for subscription by YIT Construction Ltd to the extent that they are not granted to the president, the president’s deputy and management and key employees of the YIT Group. The Board of Directors of YIT Corporation will decide on distributing these options to persons in the employ of the YIT Group or who are to be hired or recruited by it. YIT Corporation’s president and the president’s deputy shall be entitled to subscribe for a total maximum of 24,120 Series C share options.
   All the Series D share options shall be offered for subscription by YIT Construction Ltd, and YIT Corporation’s Board of Directors will decide during 2003-2005 on distributing these share options to persons in the employ of the YIT Group or to be hired or recruited by it.
   On the basis of profitability, Series D share options can be distributed in each of the years 2003, 2004 and 2005 up to a maximum of 200,000 options, i.e. a total maximum of 600,000 share options. On the basis of profitability, share options can be distributed providing that the return on investment (ROI) is at least 14%. If the lower limit is reached, 30% of the maximum amount of share options (200,000) shall be distributed and from then on the number of options to be distributed will increase stepwise by 10%, calculated on the maximum amount, for each percentage point above the lower limit. The maximum amount of distributable options will be reached when the annual ROI is at least 21%.
   On the basis of growth, Series D options can be distributed in 2005 up to a maximum of 350,000 options. The condition for this is that the company’s net sales in 2004 are 1,950,000,000 euros. If the lower limit is reached, 30% of the above-mentioned maximum amount of 350,000 share options will be distributed. The number of options to be distributed will increase stepwise by 10%, calculated on the maximum amount, for each 50,000,000 euros above the lower limit.  The maximum amount, i.e. 350,000 share options, will be distributed if consolidated net sales reach 2,300,000,000 euros in 2004.
   A total maximum of 50,880 of the Series D share options subscribed for by YIT Construction Ltd can be distributed to the president and his deputy, whereof a maximum of 32,130 on the basis of profitability and a maximum of 18,750 on the basis of growth.
   The Board of Directors can also decide on assigning the options granted to YIT Construction Ltd to another company belonging to the YIT Group for use in the above-described manner.
   Persons entitled to make a subscription will be informed in writing of their subscription rights. A subscription right is personal and cannot be assigned.

3. Subscription period and place    The subscription period for all the share options is from May 13, 2002 to June 14, 2002. The subscription period will end at 11.00 a.m. on the last day of subscription.
     The place of subscription is YIT Corporation’s Head Office at the   address Panuntie 11, 00620 Helsinki or another subscription   location as notified by the company’s Board of Directors.
   Share options subscribed for and registered shall be entered in the subscriber’s book-entry account. Share options shall be subject to the restriction on transfer set out in Section 4, this being recorded as an options-related restriction in the book-entry system.

4. Transfer of share options and obligation to tender    Share options must not be transferred to a third party or pledged without the Company’s permission. The Company’s Board of Directors shall decide on the granting of said permission. The share options can be assigned freely as from the date when their relevant subscription period has commenced.
   If, prior to the commencement of the share subscription period on the basis of the share options, the optionholder’s employment relationship with a company belonging to the YIT Group ends for a reason other than retirement, an employment disability or death, or if the subsidiary employing said person no longer belongs to the Group, said person must, without delay, tender to the Company or a party designated by the Company, without consideration, all such options on the basis of which the share subscription period has not commenced as at the date when the employment relationship ends.
   The Company shall have the right to apply for and secure the transfer of all the share options falling under the tender obligation, without the optionholder’s consent, from the optionholder’s book-entry account to a book-entry account which it designates, irrespective of whether the optionholder has tendered the share options to the Company/its assign. The Company shall furthermore have the right to register transfer and other similar restrictions concerning the share options in the optionholder’s book-entry account without his/her consent.

II  SHARE SUBSCRIPTION TERMS AND CONDITIONS    1.       Right to subscribe for new shares    Each Series C and D share option entitles its holder to subscribe for two (2) YIT Corporation shares having a nominal value of one (1) euro. A maximum total of 2,800,000 YIT Corporation shares can be subscribed for and the company’s share capital may be raised by a maximum amount of EUR 2,800,000.
   2. Share subscription and payment    The subscription period for the shares will commence for the Series C share options on April 1, 2004. Shares can be subscribed for annually from April 1 to November 30.  The share subscription period ends on November 30, 2006.
   The subscription period for the shares will commence for the Series D share options on April 1, 2005. Shares can be subscribed for annually from April 1 to November 30. The share subscription period ends on November 30, 2006.
   Shares cannot be subscribed for on the basis of share options held by subsidiaries.
   The shares shall be subscribed for at Nordea Bank Finland plc’s investment advisory branches. The shares must be paid for at the time of subscription.
   The Company’s Board of Directors shall have the right to suspend the subscription for a specified period for a reason of major import.
   3. Subscription price of shares    The subscription price of a share subscribed for with the Series C and D share options is EUR 7.595 per share.
   The share subscription price is based on the stock exchange price of the YIT Corporation share and it exceeds by 15 per cent the average price of the trades in the Company’s share concluded on Helsinki Exchanges in December 2001 and January 2002.
   The share subscription price will be lowered after January 1, 2003, by the amount of dividends per share distributed by the date when the share subscription period begins (C: April 1, 2004, and D: April 1, 2005) such that in 2003 and 2004 the amount reducing the subscription price per share shall be half of the dividend and that in 2005 the subscription price be reduced by the full per- share dividend (D). The Board of Directors will confirm the share subscription price before the subscription periods begin (C: April 1, 2004, and D: April 1, 2005).

4. Registration of shares    Shares subscribed and fully paid for will be registered in the subscriber’s book-entry account.
   5. Shareholder rights    The shares entitle their holder to a dividend as from the date of subscription. Other rights will vest when the share capital increase has been entered in the Trade Register.
   6. Share issues, convertible bonds and share options and other instruments entitling their holder to shares prior to the close of the subscription period    Should the Company, prior to the close of the subscription period, increase its share capital through a rights issue or grant new share options or issue new convertible bonds or other instruments entitling their holders to shares under the Finnish Companies Act such that the shareholder has a pre-emptive right of subscription, the holder of the share options shall have a right which is the same or equal to that of a shareholder. This principle of equality shall be implemented in a manner decided by the Company’s Board of Directors such that the number of shares that can be subscribed for, the subscription price or both are changed. If the above- mentioned measure is carried out in disapplication of shareholders’ pre-emptive subscription rights, this shall not affect the share subscription rights conferred by the share option.
   Should the Company, prior to the close of the subscription period, increase its share capital through a bonus issue such that the subscription ratio conferred by the share options changes, the subscription ratio shall be changed such that the portion of the share capital represented by the shares to be subscribed for on the basis of the share options remains unchanged. This change shall be implemented in a manner decided by the Board of Directors such that the number of shares that can be subscribed for, the subscription price or both are changed.
   7. Rights of holders of share options in certain special cases    Should the Company, prior to the close of the subscription period, lower its share capital otherwise than for a purpose mentioned in Chapter 6 of the Finnish Companies Act, Section 1, points 1, 4 and 5, the subscription rights of holders of share options shall be amended accordingly in the manner specified in detail in the resolution to lower the share capital. Lowering of the share capital that is carried out for a purpose mentioned in Chapter 6 of the Finnish Companies Act, Section 1, points 1, 4 and 5, shall not have an effect on the share subscription price conferred by the share options.
   Should the Company, prior to the close of the subscription period, buy back its own shares in proportion to the holdings of the shareholders, holders of share options shall have a right that is the same or equal to that of the shareholders. The principle of equality shall be implemented in a manner decided by Company’s Board of Directors such that the number of shares that can be subscribed for, the subscription price or both shall be changed such that an opportunity shall be reserved for holders of share options to exercise their subscription rights prior to the commencement of the share buyback during a fixed period set by the Board of Directors.
   Should the Company, prior to the commencement of the subscription period, be placed in liquidation, an opportunity shall be reserved for holders of share options to exercise their subscription rights during a fixed period set by the Board of Directors prior to the commencement of liquidation.
   Should there arise a situation according to Article 11 of the Articles of Association, whereby in the manner specified in the Articles of Association a shareholder’s holding of all the Company’s shares or the votes conferred by the shares reaches or exceeds 1/3 or ½, thereby triggering an obligation to make a pre- emptive purchase of the remaining shares, an opportunity shall be reserved for holders of share options to exercise their subscription rights during a fixed period set by the Board of Directors.
   Should there arise a situation according to Chapter 14, Section 19, of the Finnish Companies Act, whereby a shareholder holds more than 90 per cent of the Company’s shares and voting rights and thus has a right and obligation to make a pre-emptive purchase of the remaining shares, an opportunity shall be reserved for the holders of share options to exercise their subscription rights during a fixed period set by the Board of Directors.
   Should the Company, prior to the close of the subscription period, decide to merge as the merging company into another company or into a company formed as the result of a combination merger or to demerge, holders of share options shall be issued new share options on the basis of which they shall have the right to subscribe for shares in the acquiring company, being entitled to consideration on equal terms with the shareholders.
   Should, prior to the close of the subscription period, the nominal value be changed such that the share capital remains unchanged, the terms and conditions of subscription shall be changed such that the aggregate nominal value of the shares to be subscribed for and the aggregate subscription price remain unchanged.
   8. Governing law    These share options and the subscription of shares to be made on the basis of them shall be governed by Finnish law.
   9. Settlement of disputes    Disputes concerning these share options and the subscription of shares to be made on the basis of them shall be settled finally through arbitration procedure according to the rules and regulations of the Board of Arbitration of the Finnish Central Chamber of Commerce and using a single arbitrator. The arbitration procedure shall take place in Helsinki.
   10. Miscellaneous    The Company’s Board of Directors shall decide on all other matters connected with the share options, their subscription or the subscription of shares made on the basis of them. The documents concerning the share options are available for public scrutiny at the Company’s Head Office.
   The Company shall have the right to take away from the holder of share options, without consideration, share options which the holder has not transferred or exercised for the subscription of shares if the holder acts in contravention of these terms and conditions, the regulations issued by the Company on the basis of these terms and conditions or the governing law or regulations of the authorities.
   The recipient of share options shall be responsible for the tax consequences arising from participation in the share option system.