Lemminkäinen - Notice to general meeting

Notice of the Extraordinary General Meeting

LEMMINKÄINEN CORPORATION      STOCK EXCHANGE RELEASE 27 JULY 2017 AT 8:10 A.M.

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notice is given to the shareholders of Lemminkäinen Corporation (“Lemminkäinen”)
to the Extraordinary General Meeting which will be held on Tuesday, 12 September
2017 at 3 p.m. at the premises of Varma Mutual Pension Insurance Company,
Salmisaarenranta 11, Helsinki, Finland.

The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence and coffee will be served at 2 p.m.

A. Matters to be considered at the Extraordinary General Meeting

The following matters will be considered at the Extraordinary General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

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

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Resolution relating to the Combination

Lemminkäinen announced on 19 June 2017 the combination of Lemminkäinen’s and YIT
Corporation’s (“YIT”) business operations through a statutory absorption merger
of Lemminkäinen into YIT pursuant to the Finnish Companies Act (624/2006, as
amended) (the “Companies Act”). As a result of the merger, all assets and
liabilities of Lemminkäinen will be transferred without a liquidation procedure
to YIT, and Lemminkäinen will be dissolved (the “Combination”). The shareholders
of Lemminkäinen will receive new shares in YIT as merger consideration in
proportion to their existing shareholdings.

The purpose of the Combination is to create one of the leading construction
companies in urban development in the Northern European construction market with
a balanced business portfolio of Housing, Business Premises, Infrastructure and
Property Partnership and wider geographical presence. Together, YIT and
Lemminkäinen can leverage their wide professional network to provide customers
cost-competitive yet high quality and complex solutions. YIT and Lemminkäinen
will create a broad project execution platform for their diversified customer
base. The broadened service offering will decrease the combined company’s
sensitivity to economic fluctuations, which will support cash flow generation
and help the combination to reach its growth targets. The increased size,
reduced risk potential and strengthened capital base of the combined company
also give potential for increased financing options and lower cost of debt. In
addition, the benefits of scale enable new market opportunities and ability to
capture larger projects.

The Combination is expected to create significant value for the shareholders of
the combined company through synergies resulting from the coordination of the
operations of YIT and Lemminkäinen and through increasing business
opportunities. Furthermore, employees will gain improved career opportunities
under a larger corporation and the combined company is expected to be an
attractive employer for both existing and new talent.

In order to complete the Combination, the Board of Directors of Lemminkäinen
proposes that the Extraordinary General Meeting would resolve on the statutory
absorption merger of Lemminkäinen into YIT in accordance with the merger plan
approved by the Boards of Directors of Lemminkäinen and YIT on and dated 19 June
2017 and thereafter registered with the Trade Register of the Finnish Patent and
Registration Office on 20 June 2017 (the "Merger Plan").

Existing shareholders of Lemminkäinen representing in the aggregate
approximately 64 percent of all the shares and votes in Lemminkäinen have
undertaken to attend the Extraordinary General Meeting and vote for the proposal
of the Board of Directors.

Pursuant to the Merger Plan, Lemminkäinen shall be merged into YIT through an
absorption merger, so that all assets and liabilities of Lemminkäinen shall be
transferred without a liquidation procedure to YIT in a manner described in more
detail in the Merger Plan.

The Board of Directors of Lemminkäinen proposes that the Extraordinary General
Meeting resolves on the merger of Lemminkäinen into YIT in accordance with the
Merger Plan and approves the Merger Plan.

The shareholders of Lemminkäinen shall receive as merger consideration 3.6146
new shares of YIT for each share owned in Lemminkäinen, that is, the merger
consideration shall be issued to the shareholders of Lemminkäinen in proportion
to their existing shareholding with a ratio of 3.6146:1. In case the number of
shares received by a shareholder of Lemminkäinen as merger consideration would
be a fractional number, the fractions shall be rounded down to the nearest whole
number. Fractional entitlements to new shares of YIT shall be aggregated and
sold in the public trading on Nasdaq Helsinki Ltd and the proceeds will be
distributed to Lemminkäinen’s shareholders being entitled to receive such
fractional entitlements in proportion to holding of such fractional
entitlements. Any costs related to the sale and distribution of fractional
entitlements shall be borne by YIT. The total number of shares issued as merger
consideration shall be rounded down to the nearest full share.

Based on the number of issued and outstanding shares in Lemminkäinen on the date
of this notice, a total of 83,876,431 new shares in YIT would be issued to
shareholders of Lemminkäinen as merger consideration.

A shareholder of Lemminkäinen, who has voted against the merger in the
Extraordinary General Meeting, has the right mentioned in Chapter 16, Section 13
of the Companies Act to demand redemption of his/her/its shares at the
Extraordinary General Meeting.

7. Closing of the meeting

B. Documents of the Extraordinary General Meeting

The proposal for resolution on the matter on the agenda of the Extraordinary
General Meeting as well as this notice are available on Lemminkäinen
Corporation’s website at www.lemminkainen.com. Other documents, which according
to the Companies Act shall be kept available for the shareholders, will be
available on the above-mentioned website as from 11 August 2017, at the latest.
The aforesaid proposal for resolution and the other aforesaid documents are also
available at the Extraordinary General Meeting. The minutes of the Extraordinary
General Meeting will be available on the above-mentioned website as from 26
September 2017, at the latest.

C. Instructions for the participants in the Extraordinary General Meeting

1. Right to participate and registration of the shareholders registered in the
shareholders’ register

Each shareholder who is on 31 August 2017 registered in the shareholders’
register of the company held by Euroclear Finland Ltd has the right to
participate in the Extraordinary General Meeting. A shareholder whose shares are
registered on his/her personal Finnish book-entry account is registered in the
shareholders’ register of the company.

A shareholder who is registered in the shareholders’ register of the company and
who wants to participate in the Extraordinary General Meeting shall register for
the meeting no later than on 7 September 2017 at 4:00 p.m. by giving a prior
notice of participation, which shall be received by the company no later than on
the above mentioned date. Such notice can be given:

a) at the company website www.lemminkainen.com;

b) by telephone +358 2071 53378; or

c) by regular mail to Lemminkäinen Corporation, Pirjo Favorin, P.O. Box 169,
00181 Helsinki, Finland.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of the proxy representative. The personal data given to Lemminkäinen is
used only in connection with the Extraordinary General Meeting and the
processing of related registrations.

The shareholder, his/her authorised representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation.

2. Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Extraordinary General Meeting by virtue of such shares based on which he/she on
the record date of the Extraordinary General Meeting, i.e. on 31 August 2017,
would be entitled to be registered in the shareholders’ register of the company
held by Euroclear Finland Ltd. The right to participate in the Extraordinary
General Meeting requires, in addition, that the shareholder on the basis of such
shares has been temporary registered into the shareholders’ register held by
Euroclear Finland Ltd. at the latest on 7 September 2017 at 10:00 a.m. As
regards nominee registered shares, this constitutes due registration for the
Extraordinary General Meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the shareholders’
register of the company, the issuing of proxy documents and registration for the
Extraordinary General Meeting from his/her custodian bank. The account
management organisation of the custodian bank has to temporary register a holder
of nominee registered shares who wants to participate in the Extraordinary
General Meeting into the shareholders’ register of the company at the latest by
the time stated above.

Further information on these matters can also be found on the company’s website
www.lemminkainen.com.

3. Proxy representative and powers of attorney

A shareholder may participate in the Extraordinary General Meeting and exercise
his/her 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 his/her right to represent the shareholder at the
Extraordinary General Meeting. When a shareholder participates in the
Extraordinary General Meeting by means of several proxy representatives
representing the shareholder with shares in different securities accounts, the
shares by which each proxy representative represents the shareholder shall be
identified in connection with the registration for the Extraordinary General
Meeting.

Possible proxy documents should be delivered in originals to Lemminkäinen
Corporation, Pirjo Favorin, P.O. Box 169, 00181 Helsinki, Finland before the
expiration of the registration period.

4. Other information

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the Extraordinary 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 to the Extraordinary General Meeting the total number
of shares in Lemminkäinen and votes represented by such shares is 23,219,900
shares and votes.

Helsinki, 27 July 2017

LEMMINKÄINEN CORPORATION
Board of Directors

ADDITIONAL INFORMATION:
Johan Nybergh, General Counsel
Tel. +358 2071 54811
johan.nybergh@lemminkainen.com

DISTRIBUTION:
Nasdaq Helsinki Ltd
Key media
www.lemminkainen.com

Lemminkäinen is an expert in complex infrastructure construction and building
construction in Northern Europe and one of the largest paving companies in its
market. Together with our customers and 4,700 professionals we employ, we build
a sustainable society. In 2016, our net sales were EUR 1.7 billion. Lemminkäinen
Corporation’s share is quoted on Nasdaq Helsinki Ltd. www.lemminkainen.com

Notice to Lemminkäinen Shareholders in the United States

The YIT shares to be issued in connection with the merger have not been
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”) and are being issued in reliance on the exemption from registration set
forth in Rule 802 under the Securities Act.

YIT and Lemminkäinen are Finnish companies and the issuance of YIT shares will
be subject to procedural and disclosure requirements in Finland that may be
different from those of the United States. Any financial statements or other
financial information included in this release may have been prepared in
accordance with non-U.S. accounting standards that may not be comparable to the
financial statements of U.S. companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in the
United States.

It may be difficult for U.S. shareholders of Lemminkäinen to enforce their
rights and any claims they may have arising under U.S. federal securities laws
in connection with the merger, since YIT and Lemminkäinen are located in non
-U.S. jurisdictions, and some or all of YIT's and Lemminkäinen's officers and
directors may be residents of countries other than the United States. As a
result, U.S. shareholders of Lemminkäinen may not be able to sue YIT or
Lemminkäinen or their respective officers and directors in a court in Finland
for violations of U.S. federal securities laws. Further, it may be difficult to
compel YIT or Lemminkäinen to subject themselves to the jurisdiction or judgment
of a U.S. court.

Lemminkäinen’s shareholders should be aware that YIT may purchase Lemminkäinen’s
shares otherwise than under the merger, such as in open market or privately
negotiated purchases, at any time during the pendency of the proposed merger.