2017-08-03 07:30:18 CEST

2017-08-03 07:30:18 CEST


REGULATED INFORMATION

English
Lemminkäinen - Changes in the rights attached to the classes of shares or securities

Lemminkäinen Corporation starts a consent solicitation for its outstanding EUR 100,000,000 senior unsecured notes due 2019


LEMMINKÄINEN CORPORATION    STOCK EXCHANGE RELEASE   3 AUGUST 2017 AT 8:30 A.M.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO
ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT.

LEMMINKÄINEN CORPORATION STARTS A CONSENT SOLICITATION FOR ITS OUTSTANDING EUR
100,000,000 SENIOR UNSECURED NOTES DUE 2019

Lemminkäinen Corporation (“Lemminkäinen”) solicits consents, waivers and
decisions from holders of the Notes of ISIN:FI4000100508 (the “Noteholders”) to
carry out, and to amend the terms and conditions of the Notes as may be required
for, or in relation to, the statutory absorption merger of Lemminkäinen into YIT
Corporation (“YIT”) as announced on 19 June 2017.

The consent solicitation is made subject to the terms and conditions, and
certain restrictions, described in the consent solicitation memorandum issued by
Lemminkäinen and dated 3 August 2017 (the “Consent Solicitation Memorandum”).

The proposal is passed through voting at the Noteholders’ Meeting, which will
take place at Nordea’s offices at Aleksis Kiven Katu 7, FI-00500 Helsinki,
Finland, on 18 August 2017 at 9:00 (EET). In order for the proposal to be passed
at the Noteholders’ Meeting a quorum of at least 50 per cent of the Adjusted
Nominal Amount and a consenting majority of at least 75 per cent of the Adjusted
Nominal Amount for which the Noteholders are voting at the Noteholders’ Meeting
must be reached. Noteholders may cast a vote at the Noteholders’ Meeting by
attending the Noteholders’ Meeting in person or by telephone conference (or
appear through duly authorised representatives). For the avoidance of doubt, by
submitting a valid voting instruction through the procedure described below, a
Noteholder agrees to appoint the duly authorised representative to represent and
cast votes on behalf of the Noteholder at the Noteholder’s Meeting.

A Noteholder who submits a valid voting instruction in favour of the proposals
before 17:00 EET on 16 August 2017 may be eligible to receive a fee of 0.60 per
cent in respect of the Notes voted for (the "Early Instruction Fee"). A
Noteholder, who is not eligible to receive the Early Instruction Fee, but
submits a valid voting instruction before 17:00 EET on 17 August 2017 (the
“Final Instruction Deadline”), or otherwise participates in person, by telephone
conference or via power of attorney, in the Noteholders’ Meeting, may be
eligible to receive a fee of 0.10 per cent in respect of the Notes voted for
(the “Basic Instruction Fee”). Any Noteholder attending the Noteholders’ Meeting
in person, or by telephone conference or represented by proxy shall at the
Meeting at the latest sign the valid voting instructions (or in the case of
participating through the conference call procure delivery of the valid signed
voting instruction to the Tabulation Agent by the Final Instruction Deadline) to
be eligible to receive the Basic Instruction Fee.

The payment of any instruction fee is conditional on (i) the passing of the
resolution at the Noteholders’ Meeting, and (ii) the completion of the merger
between Lemminkäinen and YIT.

The full details of the terms and conditions of the consent solicitation are set
out in the Consent Solicitation Memorandum, which will be available for the
Noteholders upon request to a Solicitation Agent or the Tabulation Agent.

Solicitation Agents:

Danske Bank A/S: liabilitymanagement@danskebank.dk / +358 10 513 8865

Nordea Bank AB (publ): NordeaLiabilityManagement@Nordea.com / +45 61612996

Tabulation Agent:

Intertrust (Sweden) AB: trustee@intertrustgroup.com / +46 73 582 55 65

The notice to Notesholders' Meeting is attached to this stock exchange release.

LEMMINKÄINEN CORPORATION
Corporate Communications

ADDITIONAL INFORMATION:
Ilkka Salonen, CFO
Tel. +358 2071 53378
ilkka.salonen@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

DISCLAIMER

In respect of the consent solicitation process, this announcement must be read
in conjunction with the consent solicitation memorandum. If any noteholder is in
any doubt as to the contents of this stock exchange release, the information
contained in the consent solicitation memorandum 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 consent solicitation memorandum 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. The
distribution or publication of this announcement or of the consent solicitation
memorandum in certain jurisdictions may be restricted by law. Persons into whose
possession this announcement or the consent solicitation memorandum comes are
required by Lemminkäinen Corporation to inform themselves about, and to observe,
any such restrictions.

The consent solicitation is only being made outside the United States. Neither
this announcement nor the consent solicitation memorandum is an offer of
securities for sale in the United States. Securities may not be offered or sold
in the United States absent registration or an exemption from registration. The
Notes have not been, and will not be, registered under the Securities Act of
1933, as amended (the "Securities Act"), or the securities laws of any state or
other jurisdiction of the United States, and may not be offered or sold in the
United States, unless an exemption from the registration requirements of the
Securities Act is available.


08024815.pdf