2017-09-12 11:00:11 CEST

2017-09-12 11:00:11 CEST


REGLAMENTUOJAMA INFORMACIJA

Anglų
YIT - Decisions of general meeting

Resolutions passed at the Extraordinary General Meeting of YIT Corporation


YIT Corporation Stock Exchange Release September 12, 2017 at 12:00 noon
This stock exchange release may not be published or distributed, in whole or in
part, directly or indirectly, in or into Canada, Australia, Hong Kong, South
Africa, Japan or any other country where such publication or distribution would
violate applicable laws or rules or would require additional documents to be
completed or registered or require any measure to be undertaken, in addition to
the requirements under Finnish law. For further information see "Important
notice" below.

The Extraordinary General Meeting of YIT Corporation ("YIT" or the "Company")
held today, on September 12, 2017, resolved on the statutory absorption merger
of Lemminkäinen Corporation ("Lemminkäinen") into YIT in accordance with the
merger plan approved by the Boards of Directors of YIT and Lemminkäinen
registered at the Trade Register of the Finnish Patent and Registration Office
on June 20, 2017 (the "Merger Plan"). 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 and Lemminkäinen will be dissolved. The resolution on the merger
included, inter alia, the following key items:

Amendment of the Articles of Association

The General Meeting approved the amended Articles of Association of YIT in the
form appended to the Merger Plan. The amendments set out in the Merger Plan
mainly include technical amendments to most of the sections of the Articles of
Association. The amended Articles of Association of YIT have been appended in
their entirety to this stock exchange release.

Issuance of new shares of YIT as merger consideration to the shareholders of
Lemminkäinen

It was resolved that 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 public trading on Nasdaq Helsinki Ltd.
and the proceeds shall be distributed to shareholders of Lemminkäinen 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 September 11,
2017, a total of 83,876,431 new shares in YIT would be issued to shareholders of
Lemminkäinen as merger consideration.

Number of members and composition of the Board of Directors

The General Meeting resolved that the total number of members of the Board of
Directors, including the Chairman and Vice-Chairman of the Board of Directors,
shall be eight (8).

Inka Mero, Tiina Tuomela and Erkki Järvinen were elected to continue to serve on
the Board of Directors of YIT and the current members of the Board of Directors
of Lemminkäinen, Juhani Mäkinen, Kristina Pentti-von Walzel and Harri-Pekka
Kaukonen were elected as new members of the Board of Directors of YIT, and Matti
Vuoria, currently Chairman of the Board of Directors of YIT, was elected to
continue as Chairman of the Board of Directors of YIT and Berndt Brunow,
currently Chairman of the Board of Directors of Lemminkäinen, was elected as new
Vice-Chairman of the Board of Directors of YIT, each for the term commencing on
the date of registration of the execution of the merger and expiring at the end
of the next Annual General Meeting of YIT.

Remuneration of the Board of Directors

In line with the resolutions of the Annual General Meeting of YIT held on March
16, 2017, the General Meeting resolved that the new members of the Board of
Directors of YIT to be elected for a term of office commencing on the date of
registration of the execution of the merger and expiring at the end of the first
Annual General Meeting of YIT following the date of registration of the
execution of the merger be paid the following remuneration: to the Chairman of
the Board EUR 79,200 per year, to the Vice Chairman of the Board of Directors
and the Chairman of the Audit Committee EUR 60,000 per year and EUR 46,800 per
year to the other members of the Board of Directors. The annual remuneration of
the new Board members elected hereunder shall be paid in proportion to the
length of their term of office.

In addition to the fixed annual remuneration, the new members of the Board of
Directors will be paid a meeting fee of EUR 550 per meeting and the new members
of the committees of the Board of Directors will be paid a meeting fee of EUR
550 per each committee meeting. Per diems were resolved to be paid for trips in
Finland and abroad in accordance with the State’s travelling compensation
regulations.

The award and payment of the fixed annual remuneration is contingent on the
Board members committing to purchase directly based on the resolution of the
Extraordinary General Meeting YIT Corporation shares from a regulated market
(Nasdaq Helsinki Ltd.) at a sum corresponding to 40% of their fixed annual
remuneration at a price determined in the public trading, and that the shares in
question will be purchased directly on behalf of the Board members. The shares
shall be purchased by a financial intermediary based on a purchase order given
on behalf of the Board member within two weeks of the publication of the first
interim report to be published after the execution of the merger. Otherwise the
resolutions on Board remuneration made by the Annual General Meeting held on
March 16, 2017 shall remain in force unaffected.

The above resolutions on amendment of the Articles of Association, issuance of
new shares as merger consideration, members, composition and remuneration of the
Board of Directors as well other matters determined by the Merger Plan, are
conditional and will become effective upon the registration of the execution of
the merger. The completion of the merger is subject to, inter alia, merger
control approvals from competition authorities and approval of the Extraordinary
General Meeting of Lemminkäinen to be held today, on September 12, 2017. YIT
will publish a stock exchange release regarding the resolutions passed by
Lemminkäinen's Extraordinary General Meeting today after Lemminkäinen's
Extraordinary General Meeting. The merger is intended to be completed either on
November 1, 2017 or on January 1, 2018, as possible.

Temporary deviation from the Standing Order of the YIT Shareholders’ Nomination
Board

The General Meeting resolved that, in deviation from the current standing order
of the YIT Shareholders' Nomination Board, the right to nominate members to the
Nomination Board preparing proposals for General Meetings to be held during 2018
shall rest with the three largest shareholders who are registered in the
shareholders' register on the registration date of the execution of the merger
or, if not a business day, on the first business day following such registration
date. Further, it was resolved that in case the execution of the merger has not
taken place by November 1, 2017, the Nomination Board shall have a reasonable
time to prepare its proposals before the Annual General Meeting 2018 instead of
having time until the end of January 2018 and that the Nomination Board shall in
such case publish its proposals as soon as practically possible. In all other
respects the Nomination Board shall follow the current Standing Order.

The minutes of the Extraordinary General Meeting will be available on the
Company's website at www.yitgroup.com as from September 26, 2017, at the latest.

Helsinki, September 12, 2017

For further information, please contact:

Juha Jauhiainen, Corporate General Counsel, YIT Corporation, +358 40 725 9643,
juha.jauhiainen@yit.fi

YIT CORPORATION

Hanna Jaakkola

Vice President, Investor Relations

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

YIT creates better living environment by developing and constructing housing,
business premises, infrastructure and entire areas. Our vision is to bring more
life in sustainable cities. We want to focus on caring for customer, visionary
urban development, passionate execution and inspiring leadership. Our growth
engine is urban development involving partners. Our operating area covers
Finland, Russia, the Baltic countries, the Czech Republic, Slovakia and Poland.
In 2016, our revenue amounted to nearly EUR 1.8 billion, and we employ about
5,300 employees. Our share is listed on Nasdaq Helsinki. www.yitgroup.com

IMPORTANT NOTICE

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.

Notice to Shareholders in the United Kingdom

This release, the merger prospectus and the English language offering circular
are for distribution only to persons who (i) have professional experience in
matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
"Financial Promotion Order"), (ii) are persons falling within Article 43 of the
Financial Promotion Order (for example as shareholders in Lemminkäinen entitled
to receive the merger consideration shares pursuant to the Finnish Companies Act
(21.7.2006/624, as amended)), (iii) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations etc.") of the
Financial Promotion Order, (iv) are outside the United Kingdom, or (v) are
persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act
2000) in connection with the issue or sale of the merger consideration shares
may otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "relevant persons"). The release, the
merger prospectus and the English language offering circular are directed only
at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which these documents
relate, are available only to relevant persons and will be engaged in only with
relevant persons.

Notice to Shareholders in the European Economic Area

The English language offering circular has been prepared on the basis that any
offer of the merger consideration shares in any Member State of the European
Economic Area ("EEA") other than offers (the "Permitted Public Offers") which
are made prior to the Effective Date (as defined in the English language
offering circular), and which are contemplated in the English language offering
circular in Finland once the Finnish language merger prospectus has been
approved by the competent authority in Finland and published in accordance with
the Prospectus Directive, and in respect of which YIT has consented in writing
to the use of the English language offering circular, will be made pursuant to
an exemption under the Prospectus Directive from the requirement to publish a
prospectus for offers of the merger consideration shares. Accordingly any person
making or intending to make an offer in that Member State of the merger
consideration shares which are the subject of the offer contemplated in the
English language offering circular, other than the Permitted Public Offers, may
only do so in circumstances in which no obligation arises for YIT to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in
relation to such offer. YIT has not authorised, nor does it authorise, the
making of any offer (other than Permitted Public Offers) of the merger
consideration shares in circumstances in which an obligation arises for YIT to
publish or supplement a prospectus for such offer.

In relation to each Member State of the EEA, with effect from and including the
date on which the Prospectus Directive was implemented in that Member State (the
"Relevant Implementation Date") no offer has been made and will not be made
(other than a Permitted Public Offer) of the merger consideration shares which
are the subject of the offering contemplated by the English language offering
circular to the public in that Member State, except that, with effect from and
including the Relevant Implementation Date, an offer of such merger
consideration shares is made to the public in that Member State:

a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive;

b) to fewer than 150 natural or legal persons (other than qualified investors as
defined in the Prospectus Directive), as permitted under the Prospectus
Directive, subject to obtaining the prior consent of YIT for any such offer; or

c) in any other circumstances falling within Article 3(2) of the Prospectus
Directive,

provided that no offer of the merger consideration shares is made which would
require YIT to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive.

The expression an offer of the merger consideration shares to the public in
relation to any merger consideration shares in any Member State means the
communication in any form and by any means of sufficient information on the
terms of the offer and the merger consideration shares to be offered so as to
enable an investor to decide to purchase or subscribe to the merger
consideration shares, as the same may be varied in that Member State by any
measure implementing the Prospectus Directive in that Member State.

The expression "Prospectus Directive" means Directive 2003/71/EC (as amended),
and includes any relevant implementing measure in the EEA Member State
concerned.

Appendix: Amended Articles of Association