YIT Oyj announces final tender offer results for its outstanding green capital securities issued in 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE OFFERING OF THE NEW CAPITAL SECURITIES, THE TENDER OFFER OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

YIT Oyj announces final tender offer results for its outstanding green capital securities issued in 2021

YIT Corporation (“YIT” or the “Company”) announces today the final results of the invitation to the holders of its green capital securities issued in 2021 with an initial nominal amount of EUR 100 million (ISIN: FI4000496310) (the “Existing Capital Securities”) (the “Holders”) to tender the Existing Capital Securities for cash on the terms and conditions set out in the Tender Offer Memorandum dated 19 May 2025 (the “Tender Offer Memorandum”) (the “Tender Offer”).

Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.

Results of the Tender Offer

The expiration deadline for the Tender Offer was 4:00 p.m. Finnish time (EEST) on 26 May 2025. As at the expiration deadline, the aggregate principal amount of Existing Capital Securities validly tendered by the Holders for purchase pursuant to the Tender Offer was EUR 53,940,000.

The Company confirms that the condition relating to the pricing of new euro-denominated green capital securities (the “New Capital Securities”) has been fulfilled and, subject to the issuance agreement remaining in full force and effect on the Settlement Date (as defined below), the Company will accept for purchase all such tenders of the Existing Capital Securities pursuant to the terms of the Tender Offer Memorandum.

The purchase price of the Existing Capital Securities is EUR 20,000 per EUR 20,000 in principal amount of the Existing Capital Securities. Accrued and unpaid interest (amounting to approximately 0.945 per cent) will be paid in respect of all Existing Capital Securities accepted for purchase. The settlement date for the Tender Offer is expected to be 30 May 2025 (the “Settlement Date”). All the Existing Capital Securities purchased by the Company will be cancelled. The Existing Capital Securities not purchased pursuant to the Tender Offer will remain outstanding.

Danske Bank A/S, Nordea Bank Abp, OP Corporate Bank plc, Skandinaviska Enskilda Banken AB (publ) and Swedbank AB (publ) act as the Dealer Managers (the “Dealer Managers”) and OP Corporate Bank plc acts as the Tender Agent (the “Tender Agent”) for the Tender Offer. Information in respect of the Tender Offer and the Tender Offer Memorandum may be obtained from the Dealer Managers.

Dealer Managers:

Danske Bank A/S
Telephone: +45 33 64 88 51
Attention: Debt Capital Markets
Email: liabilitymanagement@danskebank.dk

Nordea Bank Abp
Telephone: +45 6136 0379
Attention: Liability Management
Email: NordeaLiabilityManagement@nordea.com

OP Corporate Bank plc
Telephone: +358 50 599 1281
Attention: Thomas Ulfstedt
Email: liabilitymanagement@op.fi

Skandinaviska Enskilda Banken AB (publ)
Telephone: +44 7 818 426 149
Attention: Liability Management
Email: liabilitymanagementdcm@seb.se

Swedbank AB (publ)
Telephone: +358 40 5062307
Attention: Sami Kankkunen
Email: liabilitymanagement@swedbank.se

Further information, please contact:
Markus Pietikäinen, SVP, Treasury and M&A, YIT Corporation, tel. +358 40 525 3024, markus.pietikainen@yit.fi

YIT CORPORATION

Tuomas Mäkipeska
CFO

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

We build and develop sustainable living environments: functional and attractive homes, future-proof public and commercial buildings, infrastructure to support the green transition as well as industrial, production, and energy facilities to support our customers' processes. YIT's vision is to be the expert partner in developing sustainable homes, spaces, and cities - for a good life. There are approximately 4,100 professionals in our team and our revenue in 2024 was EUR 1.8 billion. YIT Corporation's shares are listed on Nasdaq Helsinki.

Read more: www.yitgroup.com and follow us on Linkedin I X I Instagram I Facebook

IMPORTANT NOTICE

Distribution Restrictions

General

The distribution of this release and the invitation to tender the Existing Capital Securities is prohibited by law in certain countries. The Tender Offer of the Existing Capital Securities is not made to the public either inside or outside of Finland. Persons resident outside of Finland may receive the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or the Tender Offer Memorandum may come are required to inform themselves about and comply with such restrictions. This release or the Tender Offer Memorandum may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland, including the United States, Australia, Canada, Hong Kong, Singapore, New Zealand, South Africa and Japan. The information contained herein or in the Tender Offer Memorandum shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell the Existing Capital Securities to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. The Company’s, the Dealer Managers’ or the Tender Agent’s representatives assume no legal responsibility for such violations, regardless of whether the parties contemplating investing in or divesting the Existing Capital Securities are aware of these restrictions or not.

This release or the Tender Offer Memorandum does not constitute an offer to buy or the solicitation of an offer to sell Existing Capital Securities (and tenders of Existing Capital Securities in the Tender Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation would be considered unlawful. In those jurisdictions where the securities, investor protection or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Managers or any of the Dealer Managers’ affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

In addition to the representations referred to above and below in respect of the United States, each Holder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally. Any tender of the Existing Capital Securities for purchase pursuant to the Tender Offer from a Holder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Managers and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of the Existing Capital Securities for purchase pursuant to the Tender Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.

United States

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, and cannot be accepted, directly or indirectly, from, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”) (each, a “U.S. Person”)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Existing Capital Securities may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise sent, transmitted, distributed or forwarded (including, without limitation, by custodians, nominees trustees or agents) in, into or from the United States or to any persons located or resident in the United States or to any U.S. Person and persons receiving this release or the Tender Offer Memorandum must not mail, send, transmit, distribute or forward it or any other documents or materials relating to the Tender Offer in, into or from the United States. Any person accepting the Tender Offer shall be deemed to represent to the Company, the Tender Agent and the Dealer Managers such person’s compliance with these restrictions. Any purported acceptance of Existing Capital Securities in the Tender Offer resulting directly or indirectly from a breach or violation of these restrictions will be invalid and any purported tender of Existing Capital Securities made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each Holder participating in the Tender Offer will represent that it is not a U.S. Person, it is not located in the United States and it is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and is not a U.S. Person.

United Kingdom

The communication of this release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (France). This release, the Tender Offer Memorandum and any other document or material relating to the Tender Offer may be distributed in France only to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129 and in accordance with Articles L.411-1 and L.411-2 of the French Code monétaire et financier and only qualified investors (investisseurs qualifiés) are eligible to participate in the Tender Offer. Neither this release, the Tender Offer Memorandum, nor any other such offering material has been or will be submitted for clearance to nor approved by the Autorité des marchés financiers.

Italy

None of the Tender Offer, this release, the Tender Offer Memorandum or any other document or materials relating to the Tender Offer has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Tender Offer is being carried out in the Republic of Italy (Italy) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Accordingly, Holders or beneficial owners of the Existing Capital Securities that are resident and/or located in Italy can tender Existing Capital Securities for purchase pursuant to the Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB and any other Italian authority.

Disclaimer

The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or such other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the New Capital Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. No actions have been taken to register or qualify the New Capital Securities, or otherwise to permit a public offering of the New Capital Securities, in any jurisdiction.

This communication does not constitute an offer of New Capital Securities for sale in the United States. The New Capital Securities have not been and will not be registered under the Securities Act or under the applicable securities laws of any state of the United States, and the New Capital Securities may not be offered, sold, pledged or otherwise transferred, directly or indirectly, within the United States or to, or for the account or benefit of, any U.S. person (as such terms are defined in Regulation S under the Securities Act) except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This communication does not constitute an offer of New Capital Securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the New Capital Securities. Consequently, this communication is addressed to and directed only at persons in the United Kingdom in circumstances where provisions of section 21(1) of the Financial Services and Markets Act 2000 as amended, do not apply and are solely directed at persons in the United Kingdom who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Promotion Order, (ii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iii) are other persons to whom it may be otherwise lawfully communicated (all such persons together being referred to as “relevant persons”). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this release or any of its contents.