YIT - Inside information

Inside information: YIT commences written procedure to solicit consents to amend the terms and conditions of its senior unsecured green fixed rate notes due 2026

YIT Corporation Inside information 3 June 2024 at 3:27 p.m.

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Inside information: YIT commences written procedure to solicit consents to amend
the terms and conditions of its senior unsecured green fixed rate notes due 2026

YIT Corporation (“YIT”) announces written procedure for its outstanding EUR
100,000,000 senior unsecured green fixed rate notes due 2026 (ISIN:
FI4000496302) (the “Notes”) to solicit consents to amend the terms and
conditions of the Notes (the “Proposal”) as may be required for a contemplated
issue of EUR 100,000,000 expected green euro denominated floating rate senior
secured notes with maturity date in 2027 (the “New Notes”) relating to, among
others, the accession of the holders of the Notes and of the New Notes to the
shared security pool currently also securing the existing EUR 300 million
revolving credit facility and the EUR 140 million term loan facility of YIT, as
announced on 3 June 2024.

Subject to the Proposal being duly approved, satisfaction of the conditions
precedent, including the successful pricing of the New Notes, set out in the
notice of written procedure and YIT and Intertrust (Finland) Oy (the
“Noteholders' Agent”) taking all measures required to amend and restate the
terms and conditions of the Notes in accordance with the Proposal (the
“Effective Date”) prior to 1 July 2024 (the “Back Stop Date”), YIT shall pay
each holder of the Notes a consent fee (the “Consent Fee”) in an amount equal to
0.30 per cent of the nominal amount of each Note. Subject to the Proposal being
duly approved and the Effective Date occurring prior to the Back Stop Date, YIT
shall, in addition to the Consent Fee, pay an early bird consent fee (“Early
Bird Consent Fee”) to each relevant holder of the Notes in an amount equal to
0.20 per cent of the nominal amount of all Notes voted by such noteholder
(irrespective of whether such vote was for or against the Proposal) for which a
valid voting instruction has been submitted to the Noteholders' Agent prior to
15:00 (Finnish time) on 10 June 2024 (the “Early Bird Consent Fee Deadline”).
The payment of the Consent Fee and the Early Bird Consent Fee shall be made on
the date which falls ten (10) business days after the Effective Date.

As of the time of this announcement, discussions have been held with certain
larger institutional holders of the Notes which represent approximately 49 per
cent of the adjusted nominal amount of the Notes and which have expressed
support for the Proposal.

Pursuant to the terms and conditions of the Notes, quorum in respect of the
written procedure in relation to the Proposal only exists if a holder or holders
of the Notes representing at least 20 per cent of the adjusted nominal amount of
the Notes reply to the Proposal in the written procedure. The Proposal will be
approved if more than 50 per cent of the adjusted nominal amount for which the
Noteholders reply in the written procedure consent to the Proposal. If the
quorum stated above does not exist in respect of the written procedure, the
Noteholders' Agent shall initiate a second written procedure, provided that the
Proposal has not been withdrawn by YIT. The quorum requirement stated above
shall not apply to such second written procedure.

To be eligible to participate in the written procedure, a person must be
registered as a noteholder at the end of business day on 31 May 2024 (the
“Record Date”). The final deadline for submission of a voting form is 15:00
(Finnish time) on 24 June 2024 (the “Final Response Deadline”), at which time
the voting form must be received by the Noteholders' Agent either by mail,
courier or email. The holders of the Notes are advised to read carefully the
notice of written procedure for full details of, and information on, the
Proposal and the procedure for participating in the written procedure. The
notice of written procedure is enclosed as appendix to this stock exchange
release and can also be obtained upon request from the Joint Solicitation
Agents, the contact details for which are below.

A matter decided under the written procedure will be binding on all holders of
the Notes. Upon the occurrence of the Effective Date, the proposed changes shall
become effective, and the new terms and conditions will apply to the Notes. If
the Proposal is not approved in a written procedure of the Notes or the
Effective Date does not occur before the Back Stop Date, the terms and
conditions of the Notes will remain unchanged.

The results of the written procedure will be published as soon as possible after
the written procedure has been completed.

Danske Bank A/S, Nordea Bank Abp and OP Corporate Bank plc act as Joint
Solicitation Agents in respect of the written procedure.

YIT CORPORATION

For more information:
For further questions regarding the Proposal, please contact YIT at
markus.pietikainen@yit.fi or +358 40 525 3024 or the Joint Solicitation Agents
at: (i) for Danske Bank A/S, liabilitymanagement@danskebank.dk or +45 33 64 88
51, (ii) for Nordea Bank Abp, NordeaLiabilityManagement@nordea.com or +45 6136
0379, or (iii) for OP Corporate Bank plc, liabilitymanagement@op.fi or +358 50
599 1281.

For further questions regarding the administration of the Written Procedure,
please contact the Noteholders' Agent at finland@intertrustgroup.com with copies
to sanna.linnaaro@cscglobal.com and simo.akerberg@cscglobal.com or +358 50 369
5137 and +358 50 414 5969.

Appendix: Notice of written procedure for Notes due 2026

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.

Read more: www.yitgroup.com and follow us
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roup) I Instagram (https://www.instagram.com/yitsuomi/) I Facebook (https://www.f
acebook.com/yitsuomi/)

Important Information

In respect of the consent solicitation process, this announcement must be read
in conjunction with the notice of written procedure. If any noteholder is in any
doubt as to the contents of this stock exchange release, the information
contained in the notice of written procedure or the action it should take, such
noteholder should seek its own financial and legal advice, including in respect
of any tax consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial tax or legal adviser.

Neither this announcement nor the notice of written procedure constitutes an
invitation to participate in the consent solicitation in any jurisdiction in
which, or to any person to or from whom, it is unlawful to make such invitation
or for there to be such participation under applicable securities laws.

In a number of jurisdictions, in particular in Australia, Canada, South Africa,
Singapore, Japan and the United States, the distribution of this announcement or
the notice of written procedure may be subject to restrictions imposed by law
(such as registration of the relevant offering documents, admission, qualification
and other regulations). Persons into whose possession this announcement or the
notice of written procedure comes are required to inform themselves about, and
to observe, any such restrictions. In particular, none of the securities
referenced in this announcement, including the notes, nor the notice of written
procedure have been registered or will be registered under the United States
Securities Act of 1933, as amended (the “Securities Act”) or the securities laws
of any state of the United States and as any securities may not be offered or
sold (and the consent solicitation is not being made) in the United States
except pursuant to an exemption from registration under the Securities Act.

The consent solicitation is only being made outside the United States. Neither
this announcement nor the notice of written procedure is an offer to sell or the
solicitation of an offer to buy any securities and shall not constitute an offer
solicitation or sale in the United States or any other jurisdiction in which
such offering solicitation or sale would be unlawful. This announcement or the
notice of written procedure must not be released or otherwise forwarded,
distributed, or sent, directly or indirectly, in whole or in part, in or into
the United States or any jurisdiction where the distribution of these materials
would breach any applicable law or regulation or would require any registration
or licensing within such jurisdiction. Failure to comply with the foregoing
limitation may result in a violation of the Securities Act or other applicable
securities laws.

Attachments:

Project 100 - Notice of Written Procedure (incl. amended terms) - 3 June 2024.pdf