Proposals of the Shareholders’ Nomination Board to the Annual General Meeting

YIT’s Shareholders’ Nomination Board proposes re-electing Jyri Luomakoski as Chair, Casimir Lindholm as Vice Chair and four ordinary members (Anders Dahlblom, Sami Laine, Kerttu Tuomas and Leena Vainiomäki) for the 2026 AGM, and recommends a seven-member board (Chair, Vice Chair and four ordinary members). Board compensation is unchanged: annual fixed fees of EUR 105,000 (Chair), EUR 73,500 (Vice Chair/committee chairs) and EUR 52,500 (members), with 40% of the annual fee to be paid in YIT shares purchased on the market shortly after the Q1 interim report; meeting fees are EUR 800 per meeting (members) and EUR 1,600 (chairs). The Nomination Board notes candidate independence (except Dahlblom, who is dependent on a major shareholder) and lists its appointing shareholders (Tercero Invest AB 18.53%, PNT group 16.71%, Varma 5.69%); YIT reported 2024 revenue of EUR 1.8 billion and ~4,100 employees.

Analysis

Market structure: Re-electing the incumbent board and paying 40% of board fees in market-purchased YIT shares modestly increases buy pressure around the Q1 interim report window (two-week purchase window). The immediate demand is small—roughly EUR ~150k–200k based on published fees—insignificant versus market cap but can tighten intraday liquidity and support price near the purchase window; largest beneficiaries are long-term retail/minority holders and controlling shareholders who prefer stability, while activists/investors seeking a governance reset are disadvantaged.

Risk assessment: Tail risks include governance entrenchment and related-party deals because ~41% of votes are concentrated in two major shareholder blocks, increasing probability of minority conflicts or strategic decisions favoring controlling parties (low-prob but high-impact). Time horizons: immediate (days) — minor liquidity support around share purchase; short (weeks/months) — AGM on 19 Mar 2026 resolves governance uncertainty; long (quarters/years) — increased board alignment may improve operational execution but also raises monitoring needs for insider sell-downs and related-party transactions.

Trade implications: Event-driven small-cap trade makes sense: capture the two-week purchase window after the Q1 interim report and the AGM outcome. Use size discipline (1–2% portfolio exposure max), and prefer limited-risk options (3-month call spreads) or 1:1 relative value pair trades vs SRV (HEL:SRV1S) to isolate idiosyncratic governance upside. Exit quickly on +2–5% realized move or extend only if fundamental catalysts (order intake/margin improvement) appear post-Q1.

Contrarian angles: The market will likely underreact because the cash amount is small, but the lock recommendation (board asked not to divest shares until term ends) reduces float and creates a multi-month asymmetric setup: small near-term pop with a potential longer-term floor. Historical Nordic small-cap board-share purchases typically produced 1–4% short-term bumps; main unintended risk is entrenchment—if board alignment fails to translate to execution, the stock can underperform materially over 6–12 months.

Key Decisions for Investors

• Establish a tactical long position equal to 1–2% of portfolio in YIT (Helsinki: YIT) 3–7 trading days before the Q1 2026 interim report publication; set a take-profit at +3% and a hard stop-loss at -6%; unwind within 2 weeks after the company completes the board-share purchase unless new fundamental catalysts emerge.
• Buy a limited-risk 3-month call spread on YIT sized to 0.5–1% portfolio notional: buy ATM call, sell +15% call, enter within 48 hours before the Q1 interim report; objective is 2–4x premium; max loss limited to premium paid.
• Initiate a pair trade: long YIT / short SRV (HEL:SRV1S) 1:1 notional at 0.5–1% portfolio exposure to isolate governance/stock-specific uplift; hold through the AGM (19 Mar 2026) and the two-week post-Q1 purchase window, close if spread compresses to <0.5% or after 8 weeks.
• Do not initiate new YIT short positions before 60 days post-AGM; instead monitor for insider selling and any related-party transaction announcements over the next 6–12 months—if several board members divest within 12 months, consider adding short exposure up to 1% with protective stops.