Y-Säätiö considers the issuance of new sustainability notes and announces a voluntary tender offer of its outstanding notes maturing in 2026

Y-Säätiö sr (“Y-Säätiö”) announces that it is considering the issuance of new euro-denominated fixed rate sustainability notes (the “New Notes”). The issue amount of the New Notes is expected to be EUR 100 million. The potential issue of the New Notes is expected to take place in the near future subject to market conditions.

At the same time, Y-Säätiö announces that it invites the holders of its outstanding EUR 100 million 1.625 per cent. fixed-rate sustainability notes issued on 4 October 2021 and due 2026 (ISIN: FI4000512322) (the “Notes”) (the “Noteholders”) to tender their Notes for purchase by Y-Säätiö for cash on the terms and conditions set out in the Tender Offer Memorandum dated 5 September 2025 (the “Tender Offer Memorandum”) (the “Tender Offer”).

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offer. The Tender Offer Memorandum is available from the Dealer Managers (as defined below).

Details of the Tender Offer

Pursuant to the Tender Offer, Y-Säätiö proposes to accept for purchase up to EUR 80,000,000 of the Notes validly tendered in the Tender Offer. Y-Säätiö reserves the right, in its sole discretion, to accept or reject any Notes offered for purchase. If Y-Säätiö decides to accept for purchase valid tenders of the Notes, and the aggregate principal amount validly tendered is more than the final acceptance amount, Y-Säätiö intends to accept such Notes for purchase on a pro rata basis. Whether Y-Säätiö will purchase any Notes validly tendered in the Tender Offer is subject, without limitation, to the pricing of the issue of the New Notes and other conditions set out in the Tender Offer Memorandum (the “New Issue Condition”).

The purchase price of the Notes is EUR 983 per note with a nominal amount of EUR 1,000. Accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase.

When considering allocations of the New Notes, Y-Säätiö may give preference to those Noteholders who, prior to such allocation, have validly tendered or indicated their firm intention to any of the Dealer Managers (as defined below) to tender the Notes. A Noteholder that wishes to subscribe for New Notes in addition to tendering Notes for purchase pursuant to the Tender Offer may be eligible to receive priority in the allocation of the New Notes, at Y-Säätiö’s sole and absolute discretion and subject to the completion of the Tender Offer, the selling restrictions contained in the preliminary information memorandum for the New Notes, satisfaction or waiver of the New Issue Condition, and such investor making a separate application for the purchase the New Notes to any of the Dealer Managers (in their capacity as Joint Lead Managers of the issue of the New Notes) in accordance with the standard new issue procedures of such Dealer Manager. However, Y-Säätiö is not obliged to allocate the New Notes to those investors who have validly tendered or indicated a firm intention to tender the Notes pursuant to the Tender Offer and, if an investor receives an allocation in the New Notes, the principal amount thereof may be less or more than the principal amount of Notes validly tendered by such investor and accepted for purchase by Y-Säätiö pursuant to the Tender Offer. Any such allocation will also, among other factors, take into account the minimum denomination of the New Notes (being €1,000) and the minimum subscription amount (being €100,000).

Expected Transaction Timeline

The offer period for the Tender Offer commences on 5 September 2025 and closes at 4.00 p.m. Finnish time (EEST) on 15 September 2025. The final Tender Offer results will be announced as soon as reasonably practicable after the expiry of the offer period, and no later than 19 September 2025. Subject to satisfaction of the New Issue Condition, the settlement date for the Tender Offer and the New Notes is expected to occur on or about 17 September 2025.

Rationale of the Tender Offer

Y-Säätiö intends to use the proceeds of the New Notes to finance or refinance eligible assets and expenditures in accordance with its Sustainability Bond Framework, including refinancing of the Notes.

Danske Bank A/S and Nordea Bank Abp act as the dealer managers for the Tender Offer (the “Dealer Managers”). Information in respect of the Tender Offer may be obtained from the Dealer Managers. Danske Bank A/S, Finland Branch acts as the tender agent for the Tender Offer (the “Tender Agent”).

Danske Bank A/S and Nordea Bank Abp acts as joint lead managers for the issue of the New Notes (the “Joint Lead Managers”). Nordea Bank Abp acts further as an advisor in relation to Y-Säätiö’s Sustainability Bond Framework.

Borenius Attorneys Ltd acts as legal advisor to Y-Säätiö for the Tender Offer and in the issue of the New Notes.

Dealer Managers:

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

Nordea Bank Abp
Telephone: +45 2465 7750
Email: nordealiabilitymanagement@nordea.com

For further information, please contact:

Kari Komu, Chief Financial Officer, tel. +358 20 7020 239

Y-SÄÄTIÖ

Y-Säätiö Group is one of the key national developers of the Housing First principle in Finland. Y- Säätiö Group offers affordable housing and encourages public discussion on themes related to homelessness. Y- Säätiö Group owns more than 19,000 apartments and operates in 58 cities and municipalities in Finland. Y- Säätiö Group is the fourth largest residential property owner and landlord in Finland. Y- Säätiö Group’s key task is to enhance social justice by providing affordable rental apartments and decreasing homelessness. Y- Säätiö Group does this by increasing the number of affordable rental apartments in Finnish growth centres, where there is a growing demand for affordable housing. Y- Säätiö Group also builds new homes around Finland and acquires rental dwellings by purchasing individual apartments from housing companies on the free market. In addition, Y-Säätiö Group provides research and information on themes related to homelessness.

IMPORTANT NOTICE

This announcement must be read in conjunction with the Tender Offer Memorandum, which may be obtained from Danske Bank A/S by, and is only available to, qualifying holders of the Notes. This release and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. Any person whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer. Neither this release nor the Tender Offer Memorandum constitutes a recommendation by Y-Säätiö, the Dealer Manager, the Tender Agent, the Joint Lead Managers, or any of their respective directors, officers, employees, agents or affiliates regarding the Tender Offer or a recommendation as to whether the Noteholders should tender any Notes in the Tender Offer or a recommendation to purchase any notes potentially issued by Y-Säätiö. The Noteholders should consult their own tax, accounting, financial and legal advisers and make an independent decision as to whether to tender any Notes held by them for purchase pursuant to the Tender Offer or to invest in any notes potentially issued by Y-Säätiö.

Distribution restrictions

General

The distribution of this release and the invitation to tender the outstanding Notes is prohibited by law in certain countries. The Tender Offer is not made to the public either inside or outside of Finland. Persons resident outside of Finland may receive this release, the Tender Offer Memorandum and any other information and materials relating to the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release, the Tender Offer Memorandum and any other such information and materials may come are required to inform themselves about and comply with such restrictions. This release, the Tender Offer Memorandum and any other such information or materials 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, Japan, New Zealand, Singapore and South Africa. 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 Notes to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of Y-Säätiö, the Dealer Manager or the Tender Agent or any of their respective affiliates and representatives assume any legal responsibility for such violations, regardless of whether the parties contemplating investing in or divesting the Notes are aware of these restrictions or not.

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 Notes 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 Y-Säätiö, the Tender Agent and the Dealer Manager such person’s compliance with these restrictions. Any purported tender of the Notes in the Tender Offer resulting directly or indirectly from a breach or violation of these restrictions will be invalid and any purported tender of Notes 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 Noteholder 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, and will not be, approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. This release, the Tender Offer Memorandum and any such other offer material relating to the Tender Offer may only be distributed to and is only directed at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, (iv) persons who are within Article 43 of the Order and (v) other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i) to (v) above together being referred to as “relevant persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release, the Tender Offer Memorandum or any of its contents.

Italy

None of the Tender Offer, this release, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have 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 exempted offers pursuant to article 101 bis, paragraph 3 bis of the Italian Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act“) and article 35 bis, paragraphs 4 and 7(a) of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Noteholders or beneficial owners of the Notes that are resident and/or located in Italy can tender Notes 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.

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.  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.

Disclaimer

This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of Y-Säätiö. The distribution of this release and the related material concerning the issuance of the New Notes may, in certain jurisdictions, be restricted by law. No actions have been taken to register or qualify the New Notes, or otherwise to permit a public offering of the New Notes, in any jurisdiction. If Y-Säätiö decides to proceed with the issue of the New Notes, any offering material or documentation related to the New Notes may be received only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such offering material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such offering material or documentation 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. In particular, this release and any such offering material or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or any other jurisdiction in which it would not be permissible to offer the New Notes and this release and any related material concerning the issuance of the New Notes may not be sent to any person in the before mentioned jurisdictions. The information contained herein shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell any of Y-Säätiö’s securities, including the New Notes, to any person in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of Y-Säätiö, the Dealer Manager, the Tender Agent nor the Joint Lead Managers or their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting Y-Säätiö’s securities, including the New Notes, are aware of such restrictions.

This communication does not constitute an offer of securities for sale in the United States. The New Notes 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 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. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Y-Säätiö has not authorised the offering of the New Notes to the public in any member state of the European Economic Area (the “EEA”) or in the United Kingdom (each a “relevant state”). All offers of the New Notes in that relevant state will be made pursuant to an exemption under Regulation 2017/1129 of the European Parliament and of the Council (as amended, the “Prospectus Regulation”) (as the Prospectus Regulation forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) from the requirement to produce a prospectus under the Prospectus Regulation for offers of securities. Accordingly, any person making or intending to make any offer of the New Notes within that relevant state should only do so in circumstances in which no obligation arises for Y-Säätiö or the Joint Lead Managers to publish a prospectus under the Prospectus Regulation for such offer. Neither Y-Säätiö nor the Joint Lead Managers have authorised, nor do they authorise, the making of any offer of securities through any financial intermediary. In relation to each relevant state an offer to the public of any New Notes may not be made in a relevant state, except that an offer of the New Notes to the public in a relevant state may be made as part of the Offering pursuant to the following exemptions from the Prospectus Regulation: (i) an offer is addressed solely to qualified investors as defined in the Prospectus Regulation, (ii) an offer is addressed to fewer than 150 natural or legal persons per relevant state (other than qualified investors as defined in the Prospectus Regulation) or (iii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of New Notes shall require Y-Säätiö or any Joint Lead Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to any of the New Notes in any relevant state means the communication in any form and by any means of sufficient information on the terms of the offer and any New Notes to be offered so as to enable an investor to decide to purchase any New Notes.